(Please scan this QR Code PROSPECTUS

to view the Prospectus) Dated September 4, 2023

Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

RISHABH INSTRUMENTS LIMITED

CORPORATE IDENTITY NUMBER: U31100MH1982PLC028406
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON E-MAIL AND TELEPHONE WEBSITE
A-54, MIDC, Opposite, MIDC Bus Ajinkya Joglekar,
F-31, MIDC, Satpur, Nashik cs@rishabh.co.in
Depot, Andheri (East) Mumbai 400 Company Secretary and www.rishabh.co.in
422 007, Maharashtra, India +91 253 220 2183
093, Maharashtra, India Compliance Officer
OUR PROMOTER: NARENDRA JOHARIMAL GOLIYA
DETAILS OF THE OFFER TO PUBLIC
Type Fresh Issue Offer for Sale Total Offer Eligibility and share reservation
Fresh Issue 1,700,680* Equity 9,428,178* Equity 11,128,858* The Offer was made pursuant to Regulation 6(1) of the SEBI ICDR
and Offer for Shares aggregating up Shares aggregating up Equity Shares Regulations. For further details, see “Other Regulatory and
Sale to ₹ 750.00 million to ₹ 4,157.83 million aggregating up to Statutory Disclosures – Eligibility for the Offer” on page 442. For
₹ 4,907.83 details of share reservation among QIBs, NIIs and RIIs, see “Offer
million Structure” on page 460.
DETAILS OF THE OFFER FOR SALE
Name of Selling Shareholder Type No. of Equity Shares offered WACA per Equity Share(1)(in ₹)
Asha Narendra Goliya (2)
Promoter Group 1,500,000 Equity Shares aggregating to ₹ 661.50 million
*
0.10
Rishabh Narendra Goliya(2) Promoter Group 400,000* Equity Shares aggregating to ₹ 176.40 million 0.03
Narendra Rishabh Goliya (HUF)(3) Promoter Group 517,500* Equity Shares aggregating to ₹ 228.22 million 0.13
SACEF Holdings II Investor 7,010,678* Equity Shares aggregating to ₹ 3,091.71 89.56
million
*
Subject to finalization of Basis of Allotment.
(1) As certified by Shah & Mantri, Chartered Accountants, pursuant to their certificate dated September 4, 2023.
(2) Jointly held Equity Shares with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3) Through its karta, Narendra Joharimal Goliya.
RISKS IN RELATION TO THE FIRST OFFER
The face value of our Equity Share is ₹ 10 each and the Floor Price and Cap Price are 41.80 times and 44.10 times of the face value of the Equity
Shares, respectively. The Floor Price, Cap Price and the Offer Price (as determined and justified by our Company and the Selling Shareholders in
consultation with the BRLMs, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 149) should not be taken to
be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/ or sustained
trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can
afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in
the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved.
The Equity Shares offered in the Offer have not been recommended or approved by the SEBI, nor does the SEBI guarantee the accuracy or adequacy
of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 31.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard
to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all
material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are
no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions,
misleading in any material respect. Further, each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only statements
and undertakings expressly made by such Selling Shareholder in this Prospectus solely in relation to itself and its respective portion of the Offered
Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. None of the
Selling Shareholders assumes any responsibility for any other statement in this Prospectus, including, inter alia, any of the statements made by or
relating to our Company or our Company’s business or any other Selling Shareholder or any other person.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited and
National Stock Exchange of India Limited. For the purposes of the Offer, National Stock Exchange of India Limited is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Contact person: E-mail: rishabh.ipo@damcapital.in
DAM Capital Advisors Limited
Gunjan Jain Tel: +91 22 4202 2500
Mirae Asset Capital Markets (India) Private Contact person: E-mail: rishabh.ipo@miraeassetcm.com
Limited Rohan Menon Tel: +91 22 6266 1300
Contact person: Ritu E-mail: rishabh.ipo@motilaloswal.com
Motilal Oswal Investment Advisors Limited
Sharma/ Sankita Ajinkya Tel: +91 22 7193 4380
REGISTRAR TO THE OFFER
KFin Technologies Limited Contact Person: Tel: +91 40 6716 2222;
M Murali Krishna E-mail: rishabh.ipo@kfintech.com
BID/OFFER PERIOD
Anchor Investor Bid/Offer Opened Bid/Offer Closed
August 29, 2023 August 30, 2023 September 1, 2023
Bidding Date On On
 PROSPECTUS
Dated September 4, 2023
Please read Section 32 of the Companies Act, 2013
100% Book Built Offer

RISHABH INSTRUMENTS LIMITED

Our Company was incorporated as “Rishabh Instruments Private Limited”, a private limited company, under the Companies Act, 1956, pursuant to a certificate of incorporation dated October 6, 1982, granted by the Registrar
of Companies, Maharashtra at Mumbai (“ROC”). Pursuant to the conversion of our Company into a public limited company and as approved by our Board on September 8, 2022, and a special resolution passed by our
Shareholders at the extra-ordinary general meeting on September 13, 2022, the name of our Company was changed to “Rishabh Instruments Limited” and the RoC issued a fresh certificate of incorporation on September 22,
2022. For details of change in the Registered Office, see “History and Certain Corporate Matters – Changes in the Registered Office” on page 287.

Registered Office: A-54, MIDC, Opposite MIDC Bus Depot, Andheri (East) Mumbai 400 093, Maharashtra, India; Tel: +91 22 282 54047
Corporate Office: F-31, MIDC, Satpur, Nashik 422 007, Maharashtra, India; Tel: +91 253 220 2183
Contact Person: Ajinkya Joglekar, Company Secretary and Compliance Officer; Tel: +91 253 220 2183
E-mail: cs@rishabh.co.in; Website: www.rishabh.co.in; Corporate Identity Number: U31100MH1982PLC028406

OUR PROMOTER: NARENDRA JOHARIMAL GOLIYA

INITIAL PUBLIC OFFERING OF 11,128,858^ EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF RISHABH INSTRUMENTS LIMITED (“OUR COMPANY”
OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ 441 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 431 PER EQUITY SHARE) (THE “OFFER PRICE”)
AGGREGATING TO ₹ 4,907.83 MILLION, COMPRISING A FRESH ISSUE OF 1,700,680^ EQUITY SHARES AGGREGATING TO ₹ 750.00 MILLION AND AN OFFER FOR SALE OF
9,428,178^ EQUITY SHARES AGGREGATING TO ₹ 4,157.83 MILLION, COMPRISING 1,500,000^ EQUITY SHARES BY ASHA NARENDRA GOLIYA* AGGREGATING TO ₹ 661.50
MILLION, 400,000^ EQUITY SHARES BY RISHABH NARENDRA GOLIYA* AGGREGATING TO ₹ 176.40 MILLION, 517,500^ EQUITY SHARES BY NARENDRA RISHABH GOLIYA
(HUF)# AGGREGATING TO ₹ 228.22 MILLION AND 7,010,678^ EQUITY SHARES BY SACEF HOLDINGS II AGGREGATING TO ₹ 3,091.71 MILLION (TOGETHER, THE “SELLING
SHAREHOLDERS”) (THE “OFFER”). THE OFFER WILL CONSTITUTE 29.32% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.
^
Subject to finalization of Basis of Allotment.
The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer was
made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate
basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”). Our Company and Selling Shareholders in consultation with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been
received from the domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors (“Anchor Investor Allocation Price”). Further, 5% of the Net QIB Portion was made
available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids having been received at or above the Offer Price, and the remainder of the Net QIB Portion was made available
for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. Further, not less than 15% of the Offer was made available
for allocation to Non-Institutional Investors (“Non-Institutional Category”) of which one-third of the Non-Institutional Category was made available for allocation to Bidders with an application size of
more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Category was made available for allocation to Bidders with an application size of more than ₹ 1,000,000 and under-
subscription in either of these two sub-categories of the Non-Institutional Category may be allocated to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI
ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. Further, not less than 35% of the Offer was made available for allocation to Retail Individual Investors (“Retail
Category”), in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received from them at or above the Offer Price. All Bidders (except Anchor Investors) were required to
mandatorily participate in this Offer only through the Application Supported by Blocked Amount (“ASBA”) process and were required to provide details of their respective bank account (including UPI ID
(defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount was blocked by the Self Certified Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case
may be. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer Procedure” on page 463.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Share is ₹ 10 each. The Offer Price/Floor Price/Cap Price, as determined
and justified by our Company and the Selling Shareholders, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations and as stated in “Basis for Offer Price” on page 149, should
not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor
regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer unless they can afford to take the risk of losing their entire investment.
Investors are advised to read the risk factors carefully before taking an investment decision in this Offer. For taking an investment decision, investors must rely on their own examination of the Issuer and
the Offer, including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or
adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 31.
ISSUER’S AND THE SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the
context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any
material respect. Each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only statements and undertakings expressly made by such Selling Shareholder in this Prospectus
solely in relation to itself and its respective portion of the Offered Shares and confirms that such statements are true and correct in all material respects and are not misleading in any material respect. None
of the Selling Shareholders assumes any responsibility for any other statement in this Prospectus, including, inter alia, any of the statements made by or relating to our Company or our Company’s business
or any other Selling Shareholder or any other person.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from the BSE and
the NSE for listing of the Equity Shares pursuant to their letters each dated February 3, 2023. For the purposes of the Offer, NSE is the Designated Stock Exchange. A signed copy of the Red Herring
Prospectus was filed and this Prospectus shall be filed with the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents that were made
available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 502.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

Motilal Oswal Investment Advisors

DAM Capital Advisors Limited
Mirae Asset Capital Markets (India) Limited KFin Technologies Limited
One BKC, Tower C, 15th Floor
Private Limited 10th Floor, Motilal Oswal Tower Selenium, Tower B, Plot No. – 31 and 32 Financial District
Unit No. 1511, Bandra Kurla Complex
1st Floor, Tower 4, Equinox Business Park Rahimtullah Sayani Road Nanakramguda, Serilingampally
Bandra (East), Mumbai 400 051
LBS Marg, Off BKC, Kurla (West) Opposite Parel ST Depot, Prabhadevi Hyderabad, Rangareddy 500 032
Maharashtra, India
Mumbai 400 070, Maharashtra, India Mumbai 400 025 Maharashtra, India Telangana, India
Tel: +91 22 4202 2500
Tel: +91 22 6266 1300 Tel: +91 22 7193 4380 Tel: +91 40 6716 2222
E-mail: rishabh.ipo@damcapital.in
E-mail: rishabh.ipo@miraeassetcm.com E-mail: rishabh.ipo@motilaloswal.com E-mail: rishabh.ipo@kfintech.com
Investor Grievance E-mail:
Website: https://cm.miraeasset.co.in/ Website: www.motilaloswalgroup.com Website: www.kfintech.com
complaint@damcapital.in
Investor grievance e-mail: Investor grievance e-mail: Investor Grievance E-mail: einward.ris@kfintech.com
Website: www.damcapital.in
mbinvestors@miraeassetcm.com moiaplredressal@motilaloswal.com Contact Person: M Murali Krishna
Contact Person: Gunjan Jain
Contact person: Rohan Menon Contact person: Ritu Sharma/ Sankita SEBI Registration No: INR000000221
SEBI Registration No.:
SEBI registration no.: INM000012485 Ajinkya CIN: U72400TG2017PLC117649
MB/INM000011336
SEBI registration no.: INM000011005
BID/ OFFER PROGRAMME
Anchor Investor Bidding Tuesday, August 29, 2023 Bid/ Offer opened on Wednesday, August 30, 2023 Bid/ Offer closed on Friday, September 1, 2023
Date
*
Jointly held Equity Shares with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
#
Through its karta, Narendra Joharimal Goliya.
(This page is intentionally left blank)
 TABLE OF CONTENTS
SECTION I: GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ... 15
FORWARD-LOOKING STATEMENTS ....................................................................................................... 18
SUMMARY OF THIS PROSPECTUS ............................................................................................................ 20
SECTION II: RISK FACTORS ...................................................................................................................... 31
SECTION III: INTRODUCTION .................................................................................................................. 85
THE OFFER .................................................................................................................................................... 85
SUMMARY OF FINANCIAL STATEMENTS .............................................................................................. 87
GENERAL INFORMATION .......................................................................................................................... 91
CAPITAL STRUCTURE .............................................................................................................................. 101
OBJECTS OF THE OFFER ........................................................................................................................... 124
BASIS FOR OFFER PRICE .......................................................................................................................... 149
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ......................................................................... 154
SECTION IV: ABOUT OUR COMPANY ................................................................................................... 170
INDUSTRY OVERVIEW ............................................................................................................................. 170
OUR BUSINESS ........................................................................................................................................... 243
KEY INDUSTRY REGULATIONS AND POLICIES IN INDIA ................................................................. 283
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 287
OUR MANAGEMENT ................................................................................................................................. 297
OUR PROMOTER AND PROMOTER GROUP .......................................................................................... 314
GROUP COMPANIES .................................................................................................................................. 317
DIVIDEND POLICY ..................................................................................................................................... 319
SECTION V: FINANCIAL INFORMATION ............................................................................................. 320
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 320
OTHER FINANCIAL INFORMATION ....................................................................................................... 398
CAPITALISATION STATEMENT .............................................................................................................. 400
FINANCIAL INDEBTEDNESS ................................................................................................................... 401
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 406
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................... 431
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .................................................... 431
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 437
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 441
SECTION VII: OFFER INFORMATION ................................................................................................... 454
TERMS OF THE OFFER .............................................................................................................................. 454
OFFER STRUCTURE ................................................................................................................................... 460
OFFER PROCEDURE .................................................................................................................................. 463
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 481
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION.......................................... 482
SECTION IX: OTHER INFORMATION ................................................................................................... 502
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 502
DECLARATION ............................................................................................................................................ 505
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline,
policy, circular, notification or clarification shall be to such legislation, act, regulation, rule, guideline, policy,
circular, notification or clarification as amended, supplemented or re-enacted from time to time, and any
reference to a statutory provision shall include any subordinate legislation made from time to time under that
provision.

Unless the context otherwise indicates, all references to “the Company” and “our Company”, are references to
Rishabh Instruments Limited, a company incorporated under the Companies Act, 1956, and having its registered
office at A-54, MIDC, Opposite MIDC Bus Depot, Andheri (East) Mumbai 400 093, Maharashtra, India.
Furthermore, unless the context otherwise indicates, all references to the terms, “we”, “us” and “our” are to
our Company and our Subsidiaries (as defined below) on a consolidated basis. However, for the purpose of the
Restated Consolidated Financial Information, all references to such terms includes our Company, our
Subsidiaries and our Associate which existed as at and for the financial years ended March 31, 2023, March 31,
2022 and March 31, 2021.

The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made thereunder.

Notwithstanding the foregoing, terms in “Statement of Possible Special Tax Benefits”, “Industry Overview”,
“Key Industry Regulations and Policies in India”, “Restated Consolidated Financial Information”,
“Outstanding Litigation and Material Developments” and “Main Provisions of the Articles of Association”,
on pages 154, 170, 283, 320, 431 and 482, respectively, will have the meaning ascribed to such terms in those
respective sections.

Company Related Terms

Term Description
APM Analog Panel Meters
Articles of Association / AoA / Articles of association of our Company, as amended
Articles
Associate Przedsiębiorstwo Wdrożeniowe INMEL Spółka z ograniczoną odpowiedzialnością
Audit Committee The audit committee of our Board, as described in “Our Management - Corporate
Governance - Board Committees” on page 303
Auditors / Statutory Auditors Statutory auditors of our Company, namely, M/s M S K A & Associates
Board / Board of Directors Board of directors of our Company or a duly constituted committee thereof
CCPS Compulsorily convertible preference shares of our Company of face value of ₹ 30 each
and carrying a dividend rate of 0.001% per annum
Chairman and Managing Director The chairman and managing director of our Company, namely Narendra Joharimal
Goliya
Chief Financial Officer The chief financial officer of our Company, namely Vishal Prabhakar Kulkarni
China Manufacturing Facility The manufacturing facility located at 4th Floor, D Area, No. 22 Building No. 258,
Yinlong Road, Jiading District, Shanghai, China
Company Secretary and The company secretary and compliance officer of our Company, namely Ajinkya
Compliance Officer Joglekar
Corporate Office The corporate office of our Company situated at F-31, MIDC, Satpur, Nashik 422 007,
Maharashtra, India
CSR Committee The corporate social responsibility committee of our Board, as described in “Our
Management - Corporate Governance - Board Committees” on page 303
Dhruv Enterprises Dhruv Enterprises Limited
Director(s) Director(s) on the Board
ESL or Energy Solution Labs EnergySolution Labs Private Limited
Equity Shares Equity shares of our Company of face value of ₹ 10 each
ESOP Plan Collectively, ESOP 2016, ESOP 2022 Scheme A and ESOP 2022 Scheme B
ESOP 2016 ESOP 2016, as amended, which is an employee stock option plan of our Company
ESOP 2022 Scheme A RIL Employees Stock Option Plan 2022 – Scheme A read with the RIL Employee Stock
Option Plan 2022 of our Company

1
Term Description
ESOP 2022 Scheme B RIL Employees Stock Option Plan 2022– Scheme B read with the RIL Employee Stock
Option Plan 2022 of our Company
Executive Director Executive Director of our Company and as disclosed in “Our Management – Our
Board” on page 297
Expansion of Nashik Manufacturing The proposed expansion of the Nashik Manufacturing Facility I as disclosed in “Objects
Facility I of the Offer - Financing the cost towards the Expansion of Nashik Manufacturing
Facility I” on page 125
Frost & Sullivan / F&S Frost & Sullivan (India) Private Limited
F&S Report The report titled “Market Assessment of Electrical Automation; Metering, Control and
Protection Devices; Portable Test & Measurement Instruments; Solar String Inverters;
and Aluminium High-Pressure Die-casting: Global and India” dated July 19, 2023
Group Companies Our group companies identified in accordance with SEBI ICDR Regulations and in
accordance with our Materiality Policy, as identified in “Group Companies” on page
317
Independent Directors Non-executive independent directors of our Company and as disclosed in “Our
Management – Our Board” on page 297
Investor Selling Shareholder SACEF
Key Managerial Personnel or KMP Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations and/or Companies Act, 2013, as applicable, and as disclosed in “Our
Management - Key Managerial Personnel and Senior Management” on page 311
Lumel Collectively, Lumel Alucast, Lumel SA and Lumel Slask
Lumel Alucast Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością
Lumel SA Lumel Spółka Akcyjna
Lumel Slask Lumel Śląsk Spółka Z Ograniczoną Odpowiedzialnością
Manufacturing Facilities Collectively, Nashik Manufacturing Facilities, Poland Manufacturing Facilities and
China Manufacturing Facility
Material Subsidiaries Lumel SA and Lumel Alucast
Materiality Policy The policy adopted by our Board in its meeting dated December 19, 2022, for
identification of Group Companies, material outstanding litigation and material
creditors, in accordance with the disclosure requirements under the SEBI ICDR
Regulations
Memorandum of Association or Memorandum of association of our Company, as amended
MoA
Nashik Manufacturing Facility I The manufacturing facility located at F-31, Satpur, MIDC, Nashik 422 007,
Maharashtra, India
Nashik Manufacturing Facility II The manufacturing facility located at C-6, Satpur, NICE, Nashik 422 007, Maharashtra,
India
Nashik Manufacturing Facilities Collectively, Nashik Manufacturing Facility I and Nashik Manufacturing Facility II
Nomination and Remuneration The nomination and remuneration committee of our Board, as described in “Our
Committee Management - Corporate Governance - Board Committees” on page 303
Non-Executive Directors Non-executive directors of our Company and as disclosed in “Our Management – Our
Board” on page 297
Non-Executive Nominee Directors Non-executive nominee directors of our Company and as disclosed in “Our
Management – Our Board” on page 297
Poland Manufacturing Facility I The manufacturing facility located at Slubicka 4, 65-127 Zielona Gora, Poland
Poland Manufacturing Facility II The manufacturing facility located at Slubicka 1, 65-127 Zielona Gora, Poland
Poland Manufacturing Facilities Collectively, Poland Manufacturing Facility I and Poland Manufacturing Facility II
Promoter Narendra Joharimal Goliya
Promoter Group The persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoter and
Promoter Group - Promoter Group” on page 315
Registered Office The registered office of our Company located at A-54, MIDC, Opposite MIDC Bus
Depot, Andheri (East) Mumbai 400 093, Maharashtra, India
Registrar of Companies / RoC Registrar of Companies, Maharashtra at Mumbai
Restated Consolidated Financial Restated consolidated financial information of our Company, its Subsidiaries and its
Information Associate as of and for the years ended March 31, 2023, March 31, 2022 and March 31,
2021 (prepared in accordance with Ind AS read with Section 133 of the Companies Act,
2013) which comprises the restated consolidated statement of assets and liabilities as of
March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated
statement of profit and loss (including other comprehensive income) for the years ended
March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated
statement of changes in equity, the restated consolidated statement of cash flows along
with the Statement of Significant Accounting Policies and other explanatory
information for the years ended March 31, 2023, 2022 and 2021, which have been

2
Term Description
prepared specifically for inclusion in the Red Herring Prospectus and this Prospectus in
accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013, the
SEBI ICDR Regulations, and the Guidance Note on “Reports in Company Prospectuses
(Revised 2019)” issued by the ICAI
Risk Management Committee The risk management committee of our Board, as described in “Our Management -
Corporate Governance - Board Committees” on page 303
Senior Management Senior Management of our Company in terms of the SEBI ICDR Regulations and as
disclosed in “Our Management - Key Managerial Personnel and Senior
Management” on page 311
SACEF / Investor SACEF Holdings II
Selling Shareholders Collectively, Asha Narendra Goliya, Rishabh Narendra Goliya, Narendra Rishabh
Goliya (HUF) and SACEF
SHA/Shareholders’ Agreement Shareholders’ agreement dated September 16, 2013, executed between SHA Parties and
as amended by the amendment and waiver agreement dated September 8, 2022 (“SHA
Amendment and Waiver Agreement”) and read with the letter agreement dated July 17,
2023. For details, “History and Certain Corporate Matters – Summary of key
agreements and shareholders’ agreements – Shareholders’ Agreement” on page 290
SHA Parties Collectively, our Company, our Promoter, Asha Narendra Goliya, Rishabh Narendra
Goliya, Narendra Rishabh Goliya (HUF), Anushree Goliya and SACEF
Shanghai VA Shanghai VA Instrument Co. Ltd.
Shareholder(s) The holders of equity shares of our Company, from time to time
Sifam UK Sifam Tinsley Instrumentation Limited
Sifam USA Sifam Tinsley Instrumentation Inc.
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, as described in “Our
Committee Management - Corporate Governance - Board Committees” on page 303
Subsidiaries The subsidiaries of our Company, as described in “History and Certain Corporate
Matters - Subsidiaries” on page 291

Offer Related Terms

Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a
prospectus as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to the Bidder
as proof of registration of the Bid cum Application Form.
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
Fresh Issue and transfer of the Offered Shares pursuant to the Offer for Sale to successful
Bidders.
Allotment Advice The note or advice or intimation of Allotment sent to each successful Bidder who has
been or is to be Allotted the Equity Shares after approval of the Basis of Allotment by
the Designated Stock Exchange.
Allottee A successful Bidder to whom the Equity Shares are Allotted.
Anchor Investor(s) A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in
accordance with SEBI ICDR Regulations and the Red Herring Prospectus, and who has
Bid for an amount of at least ₹ 100 million.
Anchor Investor Allocation The Final price, in this case being ₹ 441 per Equity Share, at which Equity Shares were
Price allocated to Anchor Investors in terms of the Red Herring Prospectus decided by our
Company and Selling Shareholders in consultation with the BRLMs on the Anchor
Investor Bidding Date.
Anchor Investor Application The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion, and
Form which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and this Prospectus.
Anchor Investor Bidding Date Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors
were submitted, prior to and after which BRLMs did not accept any Bids from Anchor
Investors, and allocation to Anchor Investors was completed, i.e. Tuesday, August 29,
2023.
Anchor Investor Offer Price The final price, in this case being ₹ 441 per Equity Share, at which the Equity Shares
will be Allotted to Anchor Investors in terms of the Red Herring Prospectus and this
Prospectus, which price was equal to or higher than the Offer Price but not higher than
the Cap Price.

The Anchor Investor Offer Price was decided by our Company and Selling Shareholders
in consultation with the BRLMs.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it was the Anchor Investor Bidding Date.

3
Term Description
Anchor Investor Portion Up to 60% of the QIB Portion which has been allocated by our Company and the Selling
Shareholders in consultation with the BRLMs, to Anchor Investors on a discretionary,
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor
Portion was reserved for domestic Mutual Funds, subject to valid Bids having been
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
ASBA or Application Supported An application, whether physical or electronic, used by ASBA Bidders, to make a Bid
by Blocked Amount and authorising an SCSB to block the Bid Amount in the relevant ASBA Account and
which includes applications made by UPI Bidders using the UPI Mechanism where the
Bid Amount was blocked upon acceptance of UPI Mandate Request by the UPI Bidders
using the UPI Mechanism.
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the
ASBA Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in
the relevant ASBA Form and includes the account of a UPI Bidder which was blocked
upon acceptance of a UPI Mandate Request made by the UPI Bidder using the UPI
Mechanism.
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit
Bids, which was considered as the application for Allotment in terms of the Red Herring
Prospectus.
Banker(s) to the Offer Collectively, the Escrow Collection Bank, the Refund Bank, the Public Offer Account
Bank and the Sponsor Bank(s).
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 463.
Bid(s) An indication by an ASBA Bidder to make an offer during the Bid/Offer Period pursuant
to submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to the submission of the Anchor Investor Application Form, to
subscribe to or purchase Equity Shares at a price within the Price Band, including all
revisions and modifications thereto, to the extent permissible under the SEBI ICDR
Regulations, in terms of the Red Herring Prospectus and the Bid cum Application Form.

The term ‘Bidding’ shall be construed accordingly.

Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form, and paid
by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may
be, upon submission of the Bid in the Offer, as applicable.

In the case of Retail Individual Investors Bidding at the Cut off Price, the Cap Price
multiplied by the number of Equity Shares Bid for by such Retail Individual Investors
and mentioned in the Bid cum Application Form.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot 34 Equity Shares and in multiples of 34 Equity Shares thereafter.
Bid/ Offer Closing Date Except in relation to any Bids received from the Anchor Investors and the date after
which the Designated Intermediaries did not accept any Bids, being, Friday, September
1, 2023.
Bid/ Offer Opening Date Except in relation to any Bids received from the Anchor Investors and the date after
which the Designated Intermediaries started accepting Bids, being, Wednesday, August
30, 2023.
Bid/ Offer Period Except in relation to Anchor Investors, the period between Wednesday, August 30, 2023
and Friday, September 1, 2023, inclusive of both dates.
Bidder / Applicant Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and
the Bid cum Application Form and unless otherwise stated or implied, includes an
ASBA Bidder and an Anchor Investor.
Bidding Centres Centres at which the Designated Intermediaries accepted the Bid cum Application
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for Members
of the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer is being made.
Book Running Lead Managers / The book running lead managers to the Offer, being DAM Capital, Mirae Asset and
BRLMs Motilal Oswal.
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Bidders submitted the
ASBA Forms to a Registered Broker, provided that the UPI Bidders could only submit
ASBA Forms at such broker centres if they were Bidding using the UPI Mechanism.
The details of such Broker Centres, along with the names and contact details of the
Registered Brokers are available on the respective websites of the Stock Exchanges at

4
Term Description
www.bseindia.com and www.nseindia.com.
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note have been allocated the Equity Shares, on or after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band, being ₹ 441 per Equity Share, above which the Offer
Price and Anchor Investor Offer Price were not finalised and above which no Bids were
accepted including any revision thereof. The Cap Price was not more than 120% of the
Floor Price, provided that the cap price was at least 105% of the Floor Price.
Cash Escrow and Sponsor Bank The agreement dated August 21, 2023 entered into amongst our Company, the Selling
Agreement Shareholders, the Syndicate Members, the Registrar to the Offer, the BRLMs and the
Banker(s) to the Offer for, among other things, appointment of the Sponsor Bank(s),
collection of the Bid Amounts from the Anchor Investors, transfer of funds to the Public
Offer Account, and where applicable, remitting refunds, if any, to such Bidders, on the
terms and conditions thereof.
CDP / Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by
SEBI as per the lists available on the websites of the BSE and the NSE.
Client ID Client identification number maintained with one of the Depositories in relation to the
demat account.
Cut-Off Price Offer Price, i.e. ₹ 441 per Equity Share, finalised by our Company and the Selling
Shareholders in consultation with the BRLMs.

Only Retail Individual Investors were entitled to Bid at the Cut-off Price. QIBs
(including Anchor Investors) and Non-Institutional Investors were not entitled to Bid at
the Cut-off Price.
DAM Capital DAM Capital Advisors Limited
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as
applicable.
Designated CDP Locations Such locations of the CDPs where Bidders submitted the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available on
the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com, respectively,) as updated from time to time.
Designated Date The date on which the funds from the Escrow Account(s) are transferred to the Public
Offer Account or the Refund Account, as appropriate, and the relevant amounts blocked
in the ASBA Accounts are transferred to the Public Offer Account and/or are unblocked,
as applicable, in terms of the Red Herring Prospectus and this Prospectus, after
finalization of the Basis of Allotment in consultation with the Designated Stock
Exchange, following which the Equity Shares will be Allotted in the Offer.
Designated Intermediary(ies) In relation to ASBA Forms submitted by RIIs and Non-Institutional Investors bidding
with an application size of upto ₹500,000 (not using the UPI Mechanism) by authorising
an SCSB to block the Bid Amount in the ASBA Account, Designated Intermediaries
shall mean SCSBs.

In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents,
Registered Brokers, CDPs, SCSBs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Investors (not

using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub
Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where ASBA Bidders submitted the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com, respectively) as updated
from time to time.
Designated SCSB Branches Such branches of the SCSBs which collected the ASBA Forms used by the Bidders, a
list of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=35, updated from time to time, or at such other website as may be prescribed by SEBI
from time to time.

5
Term Description
Designated Stock Exchange NSE
Draft Red Herring Prospectus or The draft red herring prospectus dated December 29, 2022 issued in accordance with
DRHP the SEBI ICDR Regulations, which does not contain complete particulars of the price
at which the Equity Shares will be Allotted and the size of the Offer, including any
addenda or corrigenda thereto.
Eligible FPI FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
invitation under the Offer and in relation to whom the Bid cum Application Form and
the Red Herring Prospectus constituted an invitation to purchase the Equity Shares.
Eligible NRI NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid Cum Application Form and
the Red Herring Prospectus constituted an invitation to purchase the Equity Shares.
Escrow Account(s) Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Investors transferred the money through direct credit/NEFT/RTGS/NACH in respect of
the Bid Amount while submitting a Bid.
Escrow Collection Bank Bank which is a clearing member and registered with SEBI as a banker to an issue under
the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994,
and with whom the Escrow Accounts in relation to the Offer for Bids by Anchor
Investors has been opened, in this case being Kotak Mahindra Bank Limited.
First or Sole Bidder The Bidder whose name was mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name appeared as the first holder of the
beneficiary account held in joint names.
Floor Price ₹ 418 per Equity Share.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
Fresh Issue Fresh issue of 1,700,680* Equity Shares aggregating to ₹ 750.00 million by our
Company. For further information, see “The Offer” on page 85.
* Subject to finalization of Basis of Allotment.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under section 12 of the
Fugitive Economic Offenders Act, 2018
General Information Document The General Information Document for investing in public offers, prepared and issued
or GID in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 issued by SEBI and the UPI Circulars, as amended from time to time. The General
Information Document shall be available on the websites of the Stock Exchanges and
the BRLMs.
Mirae Asset Mirae Asset Capital Markets (India) Private Limited
Motilal Oswal Motilal Oswal Investment Advisors Limited.
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of 111,289* Equity
Shares which was made available for allocation to Mutual Funds only on a proportionate
basis, subject to valid Bids being received at or above the Offer Price.
*Subject to finalization of Basis of Allotment.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
NBFC-SI A systemically important non-banking financial company as defined under Regulation
2(1)(iii) of the SEBI ICDR Regulations.
Net Proceeds The gross proceeds of the Fresh Issue less Offer related expenses applicable to the Fresh
Issue.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors.
Non-Institutional Investors / Bidders that were not QIBs or RIIs and who Bid for Equity Shares for an amount more
NIIs than ₹ 200,000 (but not including NRIs other than Eligible NRIs).
Non-Institutional Category The portion of the Offer being not less than 15% of the Offer consisting of 1,669,329*
Equity Shares, which were available for allocation to Non-Institutional Investors, of
which one-third was available for allocation to Bidders with an application size of more
than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds was available for allocation to
Bidders with an application size of more than ₹ 1,000,000, provided that the
unsubscribed portion in either of such sub-categories may have been allocated to
applicants in the other sub-category of Non-Institutional Investors subject to valid Bids
having been received at or above the Offer Price.
*Subject to finalization of Basis of Allotment.
NR/ Non-Resident Person resident outside India, as defined under FEMA and includes non-resident
Indians, FVCIs and FPIs.
Offer The initial public offer of Equity Shares comprising the Fresh Issue and an Offer for

6
Term Description
Sale.
Offer Agreement The agreement dated December 29, 2022 entered into among our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer.
Offer for Sale The offer for sale of Offered Shares aggregating to ₹ 4,157.83 million by the Selling
Shareholders in the Offer. For further information, see “The Offer” on page 85.
Offer Price ₹ 441 per Equity Share.

The Offer Price was decided by our Company and the Selling Shareholders in
consultation with the BRLMs on the Pricing Date, in accordance with the Book-
Building Process and in terms of the Red Herring Prospectus.
Offered Shares 9,428,178* Equity Shares aggregating to ₹ 4,157.83 million being offered for sale by the
Selling Shareholders in the Offer.
*Subject to finalization of Basis of Allotment.
Price Band The price band ranging from the Floor Price of ₹ 418 per Equity Share to the Cap Price
of ₹ 441 per Equity Share.
Pricing Date The date on which our Company in consultation with the BRLMs, finalised the Offer
Price, being September 4, 2023.
Prospectus This Prospectus dated, September 4, 2023, filed with the RoC on or after the Pricing
Date in accordance with Section 26 of the Companies Act, 2013, and the SEBI ICDR
Regulations containing, inter alia, the Offer Price, the size of the Offer and certain other
information, including any addenda or corrigenda thereto.
Public Offer Account The bank account opened with the Public Offer Account Bank under Section 40(3) of
the Companies Act, 2013, to receive monies from the Escrow Account and from the
ASBA Accounts on the Designated Date.
Public Offer Account Bank Bank which is a clearing member and registered with SEBI as a banker to an issue, and
with whom the Public Offer Account has been opened, being ICICI Bank Limited.
QIB Bidders QIBs who Bid in the Offer.
QIB Portion The portion of the Offer being not more than 50% of the Offer or 5,564,428* Equity
Shares, which were available for allocation to QIBs (including Anchor Investors) on a
proportionate basis (in which allocation to Anchor Investors was on a discretionary
basis, as determined by our Company and the Selling Shareholders, in consultation with
the BRLMs), subject to valid Bids having been received at or above the Offer Price.
*Subject to finalization of Basis of Allotment.
QIBs / Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers Regulations.
Red Herring Prospectus / RHP The Red Herring Prospectus dated August 23, 2023, issued in accordance with Section
32 of the Companies Act, 2013, and the provisions of the SEBI ICDR Regulations,
which did not have complete particulars of the Offer Price and the size of the Offer.
Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole or
part of the Bid Amount to Anchor Investors shall be made.
Refund Bank The Banker to the Offer with whom the Refund Account has been opened, in this case
being Kotak Mahindra Bank Limited.
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992 and the stock exchanges having nationwide
terminals, other than the Members of the Syndicate and eligible to procure Bids in terms
of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI.
Registrar Agreement The agreement dated December 23, 2022 entered into between our Company, the
Selling Shareholders and the Registrar to the Offer, in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer.
Registrar to the Offer / Registrar KFin Technologies Limited
Retail Individual Investor(s) / Individual Bidders, who have Bid for the Equity Shares for an amount which is not more
RII(s) than ₹ 200,000 in any of the bidding options in the Offer (including HUFs applying
through their karta and Eligible NRI Bidders) and does not include NRIs (other than
Eligible NRIs).
Retail Portion / Retail Category The portion of the Offer being not less than 35% of the Offer consisting of 3,895,101*
Equity Shares, which was made available for allocation to Retail Individual Investors
as per the SEBI ICDR Regulations, subject to valid Bids having been received at or
above the Offer Price.
*Subjectto finalization of Basis of Allotment.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s), as

7
Term Description
applicable.

QIB Bidders and Non-Institutional Investors were not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors could revise their Bids during the Bid/ Offer Period and withdraw
their Bids until the Bid/ Offer Closing Date.
RTAs or Registrar and Share The registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents at the Designated RTA Locations as per the list available on the websites of BSE and
NSE, and the UPI Circulars.
Self Certified Syndicate Bank(s) (i) The banks registered with SEBI, offering services in relation to ASBA (other than
or SCSB(s) through UPI Mechanism), a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
0.
Applications through UPI in the Offer could be made only through the SCSBs mobile
applications (apps) whose name appears on SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is
appearing in the “list of mobile applications for using UPI in public issues” displayed
on SEBI website at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43.
The said list shall be updated on SEBI website.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely,
KFin Technologies Limited.
Share Escrow Agreement The agreement dated August 18, 2023, entered into between our Company, the Selling
Shareholders and the Share Escrow Agent in connection with the transfer of the Offered
Shares by the Selling Shareholders and credit of such Equity Shares to the demat account
of the Allottees in accordance with the Basis of Allotment.
Specified Locations Bidding Centres where the Syndicate accepted ASBA Forms from Bidders, a list of
which is which is available on the website of SEBI (www.sebi.gov.in) and updated from
time to time.
Sponsor Bank(s) ICICI Bank Limited and Kotak Mahindra Bank Limited, being Bankers to the Offer,
appointed by the Company to act as a conduit between the Stock Exchanges and the
NPCI in order to push the mandate collect requests and / or payment instructions of UPI
Bidders using the UPI Mechanism and carry out other responsibilities, in terms of the
UPI Circulars.
Stock Exchanges Collectively, the BSE and the NSE.
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement dated August 19, 2023, entered into between our Company, the Registrar
to the Offer, the Selling Shareholders, the BRLMs and the Syndicate Members in
relation to the procurement of Bid cum Application Forms by the Syndicate.
Syndicate Members Sharekhan Limited and Motilal Oswal Financial Services Limited.
Syndicate or Members of the The BRLMs and the Syndicate Members.
Syndicate
Underwriters Collectively, DAM Capital, Mirae Asset and Motilal Oswal, Sharekhan Limited and
Motilal Oswal Financial Services Limited
Underwriting Agreement The agreement dated September 4, 2023, entered into between the Underwriters, our
Company and the Selling Shareholders.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidders Collectively, individual investors applying as Retail Individual Investors in the Retail
Portion, and individuals applying as Non-Institutional Investors with a Bid Amount of
up to ₹ 500,000 in the Non-Institutional Category.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,

2022, all individual investors applying in public issues where the application amount is
up to ₹ 500,000 shall use UPI and shall provide their UPI ID in the bid-cum-application
form submitted with: (i) a syndicate member, (ii) a stock broker registered with a
recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name is

8
 Term Description
mentioned on the website of the stock exchange as eligible for such activity), and (iv) a
registrar to an issue and share transfer agent (whose name is mentioned on the website
of the stock exchange as eligible for such activity).
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI
circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI
circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI
circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 along
with the circular issued by the NSE having reference no. 25/2022 dated August 3, 2022
and the notice issued by BSE having reference no. 20220803-40 dated August 3, 2022
and any subsequent circulars or notifications issued by SEBI or the Stock Exchanges in
this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI application,
by way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder
initiated by the Sponsor Bank(s) to authorise blocking of funds on the UPI application
equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
UPI Mechanism The bidding mechanism used by a UPI Bidder to make an ASBA Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
WACA Weighted average cost of acquisition.
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Working Day(s) All days on which commercial banks in Mumbai are open for business; provided,
however, with reference to (a) announcement of Price Band; and (b) Bid/ Offer Period,
the expression “Working Day” shall mean all days on which commercial banks in
Mumbai are open for business, excluding all Saturdays, Sundays or public holidays; and
(c) with reference to the time period between the Bid/ Offer Closing Date and the listing
of the Equity Shares on the Stock Exchanges, the expression ‘Working Day’ shall mean
all trading days of Stock Exchanges, excluding Sundays and bank holidays, in terms of
the circulars issued by SEBI.

Industry Related Terms

Term Description
% of India revenue (out of the total
Percentage of revenue generated by our Company with respect to total revenue
group revenue) generated by our Company and its Subsidiaries over the globe
% of Europe revenue (out of the Percentage of revenue generated by Lumel SA and Lumel Alucast with respect to total
total group revenue) revenue generated by our Company and its Subsidiaries over the globe
% of HPDC sales (out of the totalPercentage of revenue generated by Lumel Alucast (Aluminium HPDC sales)
group revenue) (“HPDC Sales”) with respect to total revenue generated by our Company and its
Subsidiaries over the globe
% automotive revenue (out of the Percentage of revenue generated of HPDC Sales in the automotive sector/market with
HPDC revenue) respect to total HPDC sales
% non-automotive revenue (out of Percentage of revenue generated of HPDC Sales in the non-automotive sector/market
the HPDC revenue) with respect to total HPDC Sales
3 CT Three phase current transformer
3D Three dimensional
5S 5 steps of this methodology: sort, set in order, shine, standardize, sustain
ABS Automatic balancing system
ACS Automatic calibration system
AG The Swiss “Aktiengesellschaft” or abbreviated “AG”
ANSI American National Standards Institute
AOI Automated optical inspection
APFC Automatic power factor controller
BACnet Building automation communication protocol
BIT Burn-in testing

9
 Term Description
BMS Building management system
CAD Computer-aided design
CAM Computer aided manufacturing
CAPEX (group level) Capital expenditure includes funds utilized for enhancing the infrastructure,
manufacturing facilities, addition of the plant and machinery and research development.
CE Conformité Européenne – means “European Conformity”
Class 0.5s Accuracy of 0.5% of the reading under full load and unity power factor
CNC Computer numerical control
CO2 Carbon di-oxide
CSR Corporate social responsibility
CT Current transformer
CT-PT Current transformer – potential transformer
DB Meter Decibel meter
DC cells 550T up to 840T Die casting cells within the Automated Machines 55-ton capacity to 840 ton capacity
DD test facility Dielectric discharge test facility
DG set Ems Diesel generator set energy meters
DHCP Dynamic host configuration protocol
DNA Deoxyribonucleic acid
DR Disaster recovery
EBITDA margin (%) Percentage of earnings before interest, tax, depreciation and amortization and is
calculated as the restated profit for the period or year plus tax expense, finance cost,
depreciation and amortization expenses and share of profit/(loss) in associate.
EHS Policy Environment, health and safety policy
Electronic Manufacturing Services Electronic manufacturing services is a term used for companies that design,
manufacture, test, distribute, and provide services for electronic components and
assemblies for OEMs.
EMC 2.0 The EMC 2.0 scheme provides financial assistance for setting up of both EMC projects
and common facility Centres (cfcs) across the country
EMC Electro-magnetic compatibility
EMI Electro-magnetic interference
EMS Energy management system
ERP Enterprise resource planning
EV Electrical vehicle
FLOW 3D Flow three-dimensional software for mould design
FMCG Fast moving consumer goods
FMEA Failure mode and effects analysis
GSM Global system for mobile communication
HSG Housing
IATF International automotive task force
I/O Input output
ICP Industrial control products
ICT In Circuit testing
IDE Integrated development environment
IEC International electrotechnical commission
IIoT Industrial internet of things
IIT Indian Institute of Technology
IoT Internet of things
IP65 Ingress protection dust level 6 and water level 5
IPC International patent classification
kV Kilo volt
kW Kilo watt
LA Lightning arrestor
LED Light emitting diode
mA Milli ampere
MARC Measure Analyze Record Control – MARC is the proprietary software of ESL
MFM Multi-function meters
MID Measuring instruments directive
MIDC Maharashtra Industrial Development Corporation
MODBUS RS 485 A serial communication protocol
MODBUS TCP/IP Another Serial communication protocol
MQTT Message queuing telemetry transport (software protocol)
M-SIPS Modified special incentive package scheme of the Government of India
mt. Meter

10
 Term Description
NABL National Accreditation Board for Testing and Calibration Laboratories
Net cash generated from operations The amount of cash a company generates (or consumes) from carrying out its operating
activities. Operating activities include generating revenue, paying expenses, and
funding working capital. It is calculated by taking a company’s net income, adjusting
for non-cash items, and accounting for changes in working capital
Debt to equity ratio (times) Ratio calculated by dividing the Company’s debts by Shareholders’ equity. This metric
is a measurement of the Company’s financial leverage.
OCR Optical character recognition.
OEM Original equipment manufacturer
OHSAS Occupational health and safety assessment series
PAT Profit after tax
PAT margin (%) Percentage of the amount that remains after a company has paid off all of its operating
and non-operating expenses, other liabilities and taxes. It provides information
regarding the profitability of our Company
PCB design Printed circuit board designing
PCBA Printed circuit board assembly
PLM Product life cycle management
PFC Power factor controller
PQ Power quality
ProfiBus A Communication protocol
ProfiNet Communication protocol
Profit/(loss) after tax The amount that remains after a company has paid off all of its operating and non-
operating expenses, other liabilities and taxes. It provides information regarding the
profitability of our Company
QAP Quality assurance plan.
QR code Quick Response code
R&D Research & development
Revenue from operations Revenue from operation considers the revenue generated out of the sales of products /
services under all five segments i.e. electrical automation, metering control and
protection devices, portable test and measurement instruments, solar string inverters and
aluminium high pressure die-casting
RI Radiographic interpreter
ROCE (%) Return on capital employed is calculated using two components, i.e. earnings before
interest and tax and capital employed and is calculated by earnings before interest and
tax divided by total assets less current liabilities
For capital employed, considered the total assets less the current liabilities. ROCE
indicates how effectively our Company generates profit against the capital employed
over a period of time
ROE Return on Equity is calculated on the basis of net profit after tax divided by
shareholder’s equity
ROE (%) Return on Equity is calculated on the basis of net profit after tax divided by
shareholder’s equity and is calculated by profit after tax divided by our net worth
(share capital and other equity). It indicates our Company’s ability to turn equity
investments into profits
RoNW (%) Profit after tax attributable to the equity Shareholders of the Company divided by Net
worth (i.e., total equity excluding non-controlling interest for that year)
ROHS Restriction of hazardous substances
SAP Systems, Applications & Products in Data Processing is a proprietary ERP software
SAP ECC SAP in Data Processing ERP Central Component
SAP S/4HANA SAP in Data Processing Suite for HANA (High-performance Analytic Appliance)
SAP-ERP SAP in Data Processing Enterprise Resource Planning
SCADA Supervisory control and data acquisition
SEDEX Supplier ethical data exchange
SMETA Sedex members ethical trade audit
SLA Stereolithography
SMT Surface mount technology
SPM Special purpose machines
sq. Square
STATCOM Static synchronous compensator
Ti Titanium
TMI Testing and measuring instruments
TQM Total quality management
UKCA United Kingdom Conformity Assessment
UPS Uninterruptible power supply

11
 Term Description
USB Universal serial bus
UV Ultra – violet
VAT Value added tax
VPP Peak-to-peak voltage
VR Virtual reality
WiFi Wireless Fidelity

Conventional and General Terms and Abbreviations

Term Description
Adjusted EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as the
restated profit for the period or year plus tax expense, finance cost, depreciation,
amortization expenses, changes in fair value of preference shares and employee stock
option scheme
Adjusted EBITDA margin (%) Percentage of adjusted earnings before interest, tax, depreciation and amortization and is
calculated as the restated profit for the period or year plus tax expense, finance cost,
depreciation and amortization expenses, share of profit/(loss) in associate and employee
stock option expense
AGM Annual general meeting of shareholders under the Companies Act 2013
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under the SEBI
AIF Regulations
Banking Regulation Act The Banking Regulation Act, 1949
Bn / bn Billion
BSE The BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Client ID Client identification number of the Bidder’s beneficiary account
Companies Act, 1956 The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act, 2013 The Companies Act, 2013 read with rules, regulations, clarifications and modifications
thereunder
Consolidated FDI Policy The Consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and
any modifications thereto or substitutions thereof, issued from time to time
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CSR Corporate social responsibility
Depositories Act The Depositories Act, 1996, read with the rules, regulations, clarifications and
modifications thereunder
Depository A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
DP / Depository Participant A depository participant as defined under the Depositories Act
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry (formerly Department of Industrial Policy and Promotion), GoI
EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as the
restated profit for the period or year plus tax expense, finance cost, depreciation and
amortization expenses and share of profit/(loss) in associate
EGM Extra-ordinary general meeting
EPS Earnings per share
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the
provisions of FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations
thereunder
FEMA Rules The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Financial Year / Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar
year and ending on March 31 of that particular calendar year
FPIs Foreign portfolio investor registered with SEBI pursuant to the SEBI FPI Regulations
FVCI Foreign venture capital investors registered with SEBI pursuant to the SEBI FVCI
Regulations
GoI / Central Government The Government of India

12
Term Description
HUF(s) Hindu undivided family(ies)
ICAI The Institute of Chartered Accountants of India
ICAI Guidance Note The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards issued by the International Accounting
Standard Board
Income Tax Act The Income Tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act 2013,
Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of
the Companies Act 2013
Ind AS 24 The Indian Accounting Standard 24 notified under Section 133 of the Companies Act
2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Companies Act 2013
Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the
Companies Act 2013 and read together with paragraph 7 of the Companies (Accounts)
Rules, 2014 and Companies (Accounting Standards) Amendment Rules, 2016
INR / Indian Rupees / Rupee / ₹ Indian Rupee, the official currency of the Republic of India
/ Rs.
IT Act The Information Technology Act, 2000
MCA / Ministry of Corporate The Ministry of Corporate Affairs, Government of India
Affairs
Mn Million
NACH National Automated Clearing House
NAV Net asset value
NRI Non-Resident Indian
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited
OCB / Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to
Body the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%
of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003 and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest
in the Offer
P/E Ratio Price/Earnings Ratio
PAN Permanent account number
PAT Profit after tax
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
ROCE Return on capital employed
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
SCRA The Securities Contracts (Regulation) Act, 1956
SCRR The Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under section 3 of the SEBI Act
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations The Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012
SEBI BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations The Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019
SEBI FVCI Regulations The Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000
SEBI ICDR Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018
SEBI Listing Regulations The Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers The Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992
Regulations
SEBI SBEBSE Regulations The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
SEZ Special economic zone

13
Term Description
STT Securities Transaction Tax
UAE United Arab Emirates
UK United Kingdom
U.S. GAAP Generally Accepted Accounting Principles of the United States
U.S. Securities Act United States Securities Act of 1933, as amended
US$ / USD / US Dollar United States Dollar
USA / U.S. / US/ United States United States of America, its territories and possessions, any State of the United States,
and the District of Columbia
VCF Venture capital funds as defined in and registered with the SEBI under the Securities and
Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the SEBI AIF
Regulations, as the case may be

14
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

All references in this Prospectus to ‘India’ are to the Republic of India and its territories and possessions and all
references herein to the ‘Government’, ‘Indian Government’, ‘GoI’, ‘Central Government’ or the ‘State
Government’ are to the Government of India, central or state, as applicable.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.

Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this
Prospectus.

Currency and Units of Presentation

All references to “Rupee(s)”, “Rs.” or “₹” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$” or “U.S. Dollars” or “USD” are to United States Dollars, the official currency
of the United States of America. All references to “EUR” or “€” are to Euro, the official currency of the European
Union. All references to “GBP” or “£” are to British Pound Sterling, the official currency of United Kingdom.
All references to “PLN” or “zł” are to Polish Zloty, the official currency of Poland. All references to “RMB” or
“¥” are to Renminbi, the official currency of People’s Republic of China.

Our Company has presented certain numerical information in this Prospectus in ‘lakh’, ‘million’ and ‘crores’ units
or in whole numbers where the numbers have been too small to represent in such units. One million represents
1,000,000, one billion represents 1,000,000,000 and one trillion represents 1,000,000,000,000. One lakh
represents 100,000 and one crore represents 10,000,000.

Figures sourced from third-party industry sources may be expressed in denominations other than millions or may
be rounded off to other than two decimal points in the respective sources, and such figures have been expressed
in this Prospectus in such denominations or rounded-off to such number of decimal points as provided in such
respective sources.

Financial and Other Data

Restated consolidated financial information of our Company, its Subsidiaries and its Associate as of and for the
years ended March 31, 2023, March 31, 2022 and March 31, 2021 (prepared in accordance with Ind AS read with
Section 133 of the Companies Act, 2013) consists of the restated consolidated statement of assets and liabilities
as of March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated statement of profit and loss
(including other comprehensive income) for the years ended March 31, 2023, March 31, 2022 and March 31,
2021, the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows
along with the Statement of Significant Accounting Policies and other explanatory information for the years ended
March 31, 2023, 2022 and 2021, which have been prepared specifically for inclusion in the Red Herring
Prospectus and this Prospectus in accordance with Section 26 of Part I of Chapter III of the Companies Act, 2013,
the SEBI ICDR Regulations, and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)”
issued by the ICAI, and included in “Financial Information” on page 320.

The Restated Consolidated Financial Information has been compiled from the audited consolidated Ind AS
financial statements of the Company, its Subsidiaries and its Associate as at and for the years ended March 31,
2023, March 31, 2022 and March 31, 2021 prepared in accordance with IND AS as prescribed under Section 133
of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India.

Our Company’s Fiscal commences on April 1 and ends on March 31 of the next year. Accordingly, all references
in this Prospectus to a particular Financial Year or FY, unless stated otherwise, are to the 12-months ended on
March 31 of that particular calendar year.

Unless the context otherwise indicates, any percentage or amounts (excluding certain operational metrics), with
respect to financial information of our Company in “Risk Factors”, “Our Business” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 31, 243 and 406,

15
respectively, and elsewhere in this Prospectus have been derived from the Restated Consolidated Financial
Information.

In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All percentage figures have been rounded off to one decimal place. Further, any figures sourced
from third party industry sources conform to their respective sources.

Exchange Rates

This Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:
(in ₹)
Currency Exchange rate as on
March 31, 2023 March 31, 2022 March 31, 2021
1 USD 82.22 75.81 73.50
1 Euro 89.61 84.66 86.10
1 GBP 101.87 99.55 100.95
1 PLN 19.08 18.07 18.44
1 RMB 11.94 11.88 11.14
Source: www.fbil.org.in and www.oanda.com.
Note: In case March 31 of any of the respective years / period is a public holiday, the previous Working Day not being a public holiday has
been considered.

Non-Generally Accepted Accounting Principles Financial Measures

Certain non-GAAP financial measures relating to our financial performance have been included in this Prospectus.
We compute and disclose such non-GAAP financial measures relating to our financial performance as we consider
such information to be supplemental and useful measures of our business and financial performance. These non-
GAAP financial measures and other information relating to financial performance may not be computed on the
basis of any standard methodology that is applicable across the industry and therefore, may not be comparable to
financial measures of similar nomenclature that may be computed and presented by other companies and are not
measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled
measures presented by other companies. For further details, please see “Risk Factors – 64. Certain non-GAAP
financial measures and performance indicators presented in this Prospectus may have limitations as analytical
tools, may vary from any standard methodology applicable across the electrical and aluminium industry, and
may not be comparable with financial or statistical information of similar nomenclature presented by other
peer companies” on page 74.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus is derived from the report titled, “Market
Assessment of Electrical Automation; Metering, Control and Protection Devices; Portable Test & Measurement
Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India” dated July 19,
2023 prepared by Frost & Sullivan (“F&S Report”), appointed by our Company pursuant to an engagement letter
dated May 19, 2022 and such report has been commissioned and paid for by our Company exclusively in relation
to the Offer. The F&S Report was made available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Frost & Sullivan has required us to
include the following disclaimer in connection with the F&S Report:

“Market Assessment of Electrical Automation; Metering, Control and Protection Devices; Portable Test &
Measurement Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India”
dated July 19, 2023 has been prepared for the proposed initial public offering of equity shares by Rishabh
Instruments Limited (formerly Rishabh Instruments Private Limited) (the “Company”).

This study has been undertaken through extensive primary and secondary research, which involves discussing the

16
status of the industry with leading market participants and experts, and compiling inputs from publicly available
sources, including official publications and research reports. Estimates provided by Frost & Sullivan and its
assumptions are based on varying levels of quantitative and qualitative analyses, including industry journals,
company reports and information in the public domain.

Frost & Sullivan has prepared this study in an independent and objective manner, and it has taken all reasonable
care to ensure its accuracy and completeness. We believe that this study presents a true and fair view of the
industry within the limitations of, among others, secondary statistics and primary research, and it does not purport
to be exhaustive. The results that can be or are derived from these findings are based on certain assumptions and
parameters/conditions. As such, a blanket, generic use of the derived results or the methodology is not encouraged

Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently
uncertain because of changes in factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts,
estimates, predictions, or such statements.

In making any decision, the recipient should conduct its own investigation and analysis of all facts and information
contained in the prospectus of which this report is a part and the recipient must rely on its own examination, as
and when discussed. The recipients should not construe any of the contents in this report as advice relating to
business, financial, legal, taxation or investment matters and are advised to consult their own business, financial,
legal, taxation, and other advisors.”

Industry publications generally state that the information contained in such publications has been obtained from
publicly available documents from various sources believed to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed and their reliability cannot be assured. The data used in these sources
may have been re-classified by us for the purposes of presentation. Data from these sources may also not be
comparable. There are no parts, data or information of the F&S Report which may be material for the proposed
Offer, that have been left out or changed in any manner.

The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which business of our Company is conducted, and methodologies and
assumptions may vary widely amongst different industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors – 60. This Prospectus contains information from an industry
report which has been commissioned and paid for by us exclusively for the purposes of the Offer and any
reliance on such information for making an investment decision in the Offer is subject to inherent risks” on
page 72.

17
 FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “likely
to”, “objective”, “plan”, “propose”, “project”, “will”, “seek to”, “strive to”, “will continue”, “will pursue” or
other words or phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or
goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties,
expectations and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement. All statements in this Prospectus that are not statements of historical
fact are ‘forward-looking statements’.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. This could be due to risks or
uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India which have an impact on its business activities or investments, the monetary and fiscal
policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity
prices or other rates or prices, the performance of the financial markets in India and globally, changes in domestic
laws, changes in the incidence of any natural calamities and/or violence, regulations and taxes and changes in
competition in the industries in which we operate. Certain important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:

• Our business is dependent and will continue to depend on our Manufacturing Facilities, and we are subject
to certain risks in our manufacturing process. Any slowdown or shutdown in our manufacturing operations
could have an adverse effect on our business, financial condition and results of operations.

• We are dependent on our Poland Manufacturing Facilities and any disruption, slowdown or shutdown of our
Poland Manufacturing Facilities may restrict our operations and adversely affect our business, financial
condition and results of operation.

• We propose to utilise a substantial portion of the Net Proceeds of the Offer towards our Expansion of Nashik
Manufacturing Facility I and we have not entered into any definitive arrangements to utilise certain portions
of the Net Proceeds of the Offer. Our funding requirements and deployment of the Net Proceeds of the Offer
are based on management estimates, a cost assessment report from Sanjay Madhavrao Patil, architect,
certificate from Manish M Kothari, chartered engineer and have not been appraised by any bank or financial
institution or other agency. The deployment of the Net Proceeds will not be monitored by a monitoring
agency. Our proposed expansion plans relating to Nashik Manufacturing Facility I are subject to the risk of
unanticipated delays in implementation and cost overruns.

• If we fail to effectively implement our production schedules, our business and results of operations may be
materially and adversely affected.

• Most of our customers do not commit to long term contracts, and may cancel their orders, change production
quantities, delay production or change their sourcing strategy.

• If the products we manufacture experience quality defects or if the manufacturing services we provide are
found to be deficient, we may lose our customers and may be subject to product liability claims or claims
alleging deficiency in service, which may also cause damage to our reputation and/or adversely affect our
results of operations and financial condition.

• If we cannot execute our strategies to expand existing customer accounts and geographical footprint
effectively, our business and prospects may be materially and adversely affected.

• Two of the immediate relatives of our Promoter, who are deemed to be a part of the Promoter Group under
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
have not provided consent, information or any confirmations or undertakings pertaining to themselves which
are required to be disclosed in relation to a member of the Promoter Group in this Prospectus.

• Our dependence on our Subsidiaries exposes us to significant operational and financial risks.

18
• Shortages in the supply of semiconductors have had, and may continue to have, a material adverse effect on
our results of operations and financial condition.

For details regarding factors that could cause actual results to differ from expectations, see “Risk Factors”, “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 31, 243 and 406, respectively. By their nature, certain market risk disclosures are only estimates and could
be materially different from what actually occurs in the future. As a result, actual gains or losses could materially
differ from those that have been estimated.

There can be no assurance to Bidders that the expectations reflected in these forward-looking statements will
prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements to be a guarantee of our future performance.

Forward-looking statements reflect current views as on the date of this Prospectus and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based
on currently available information. Although we believe the assumptions upon which these forward-looking
statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-
looking statements based on these assumptions could be incorrect. Neither our Company, our Directors, the
Selling Shareholders, the BRLMs nor any of their respective affiliates have any obligation to update or otherwise
revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of
underlying events, even if the underlying assumptions do not come to fruition. In accordance with the SEBI ICDR
Regulations, our Company will ensure that the Bidders in India are informed of material developments until the
time of the grant of listing and trading permission by the Stock Exchanges for the Equity Shares pursuant to the
Offer.

In accordance with requirements of SEBI and as prescribed under applicable law, each of the Selling Shareholders,
severally and not jointly, shall ensure that the Bidders in India are informed of material developments, in relation
to statements and undertakings specifically undertaken or confirmed by it in relation to itself and its respective
portion of the Offered Shares in this Prospectus until the time of the grant of listing and trading permission by the
Stock Exchanges for the respective portion of the Offered Shares pursuant to the Offer. Only statements and
undertakings which are specifically confirmed or undertaken by each Selling Shareholder, as the case may be, in
this Prospectus shall be deemed to be statements and undertakings made by such Selling Shareholder.

19
 SUMMARY OF THIS PROSPECTUS

This section is a general summary of certain disclosures included in this Prospectus and is not exhaustive, nor
does it purport to contain a summary of all the disclosures in this Prospectus or all details relevant to prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Prospectus, including the sections titled “Risk Factors”, “The Offer”,
“Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoter and
Promoter Group”, “Restated Consolidated Financial Information”, “Management’s Discussions and Analysis
of Financial Position and Results of Operations” and “Outstanding Litigation and Material Developments”
on pages 31, 85, 101, 124, 170, 243, 314, 320, 406 and 431, respectively.

Summary of our primary business

We are a global energy efficiency solution company focused on electrical automation, metering and measurement,
precision engineered products, et al. with diverse applications across industries including power, automotive and
industrial sectors. We are a vertically integrated player involved in designing, developing, manufacturing and
supplying electrical automation devices; metering, control and protection devices; portable test and measuring
instruments; and solar string inverters. In addition, we manufacture and supply aluminium high pressure die
casting through our Subsidiary, Lumel Alucast. We also provide certain manufacturing services which include
mould design and manufacturing, EMI/EMC testing services, Electronic Manufacturing Services, and software
solutions (e.g., MARC).

Summary of the industry in which we operate

The global electrical automation market is valued at USD 147.5 billion in 2022 and is expected to reach USD
215.1 billion by 2027. The global metering, control and protection devices market is estimated at USD 34.08
billion in 2022 and is expected to reach USD 43.04 billion by 2027. The market for portable test and measurement
equipment is expected to grow at 5.1% and reach USD 6.6 billion by 2027. For solar string inverters, global
revenue is expected to increase from USD 4.3 billion in 2022 to USD 6.6 billion in 2027, at a CAGR of 9.1%.
(Source: F&S Report)
The F&S Report was made available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date.

Promoter

Our Promoter is Narendra Joharimal Goliya.

For further details, see “Our Promoter and Promoter Group - Details of our Promoter” on page 314.

Offer Size

Offer of 11,128,858* Equity Shares of face value of ₹ 10 each for cash at a price of ₹ 441 per Equity Share
aggregating to ₹ 4,907.83 million, comprising of a Fresh Issue of 1,700,680* Equity Shares aggregating to ₹
750.00 million and an Offer for Sale of 9,428,178* Equity Shares aggregating to ₹ 4,157.83 million by the Selling
Shareholders.
* Subject to finalization of Basis of Allotment.

For further details, see “The Offer” and “Offer Structure” on pages 85 and 460, respectively.

Objects of the Offer

Our Company proposes to utilise the Net Proceeds towards funding the objects set forth below.
Particulars Estimated amount (₹ million)
Financing the cost towards the Expansion of Nashik Manufacturing Facility I 628.86
General corporate purposes(1)(2) 79.19
(1)
The amount utilized for general corporate purposes shall not exceed 25% of the gross proceed from the Fresh Issue.
(2)
Subject to the finalisation of Basis of Allotment.

20
For further details, see “Objects of the Offer” on page 124.
Aggregate pre-Offer Shareholding of Promoter, members of the Promoter Group and Selling Shareholders

The aggregate pre-Offer shareholding of the Promoter, members of the Promoter Group and the Selling
Shareholders as a percentage of pre-Offer paid-up Equity Share Capital of our Company, as on the date of this
Prospectus, is set forth below:

S. No. Name of Shareholder Pre-Offer

No. of Equity Shares held % of Equity Share capital
Promoter
1. Narendra Joharimal Goliya(1) 16,262,098 44.85
Promoter Group
1. Asha Narendra Goliya(2)# 4,500,000 12.41
2. Rishabh Family Trust 3,600,000 9.93
3. Anushree Family Trust 3,600,000 9.93
4. Rishabh Narendra Goliya(2)# 750,000 2.07
5. Narendra Rishabh Goliya (HUF)(3)# 517,500 1.43
6. Ivaan Foundation 20,000 0.06
7. Mohini Goliya 400 Negligible
8. Anushree Goliya(2) 2 Negligible
Selling Shareholders
1. SACEF 7,010,678 19.33
Total 36,260,678 100.00
(1)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(2)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3)
Through its karta, Narendra Joharimal Goliya.
#
Also a Selling Shareholder.

Summary of selected financial information derived from our Restated Consolidated Financial Information

(in ₹ million except per share data)

Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
Equity Share capital 292.50 146.25 146.25
Net worth 4,087.48 3,460.98 3,021.25
Revenue from operations 5,695.40 4,702.50 3,899.56
Profit/(loss) after tax 496.87 496.52 359.40
Earnings per share (basic) (in ₹) 12.84 12.91 9.32
Earnings per share (diluted) (in ₹) 12.76 12.89 9.32
Net asset value per Equity Share (in ₹) 109.98 93.38 80.33
Total borrowings (as per balance sheet) 1,028.54 965.69 919.52
Notes:
(1) Basic earnings per share = Net profit after tax / Weighted average number of Shares outstanding during the year.
(2) Diluted earnings per share = Net profit after tax / Weighted average number of potential Shares outstanding during the year.
(3) Net asset value per equity share is calculated as the Net Worth (excluding non-controlling interest) divided by the weighted average
numbers of equity share outstanding during the respective year.
(4) Borrowings consist of current and non-current (including current maturities of long term borrowings) borrowings as per the Restated
Consolidated Financial Information.

For further details, see “Restated Consolidated Financial Information” on page 320.

Qualifications of the Auditors which have not been given effect to in the Restated Consolidated Financial
Information

There are no qualifications of the Auditors in the examination report that have not been given effect to in the
Restated Consolidated Financial Information.

Summary of outstanding litigation and material developments

A summary of outstanding litigation proceedings involving our Company, our Subsidiaries, our Promoter, our
Directors, and our Group Companies as disclosed in this Prospectus, is provided below.

21
 Name Criminal Tax Actions by Disciplinary Material Aggregate
proceedings proceedings statutory or actions civil amount
regulatory including litigation involved
authorities penalty (in ₹ million)*
imposed by
SEBI or Stock
Exchanges
against our
Promoter
Company
By the Company Nil Nil Nil NA Nil Nil
Against the Nil Nil 2 NA 1 71.93
Company
Directors
By our Directors Nil Nil Nil NA Nil Nil
Against the Nil 4 1 NA 1 Not
Directors quantifiable
Promoter
By Promoter Nil Nil Nil NA Nil Nil
Against the Nil 4 1 Nil Nil Not
Promoter quantifiable
Subsidiaries
By Subsidiaries Nil Nil Nil NA Nil Nil
Against the Nil 3 1 NA Nil Not
Subsidiaries quantifiable
*
Amount to the extent quantifiable.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” on page 431.

Risk Factors

Specific attention of the investors is invited to “Risk Factors” on page 31. Investors are advised to read the risk
factors carefully before taking an investment decision in the Offer.

Summary of contingent liabilities

A summary of our contingent liabilities as at March 31, 2023 as indicated in our Restated Consolidated Financial
Information is as follows:
(in ₹ million)
S. No. Particulars As at March 31, 2023
1. Demand notice raised by provident fund authorities in case of holding 6.08
company for the period 2006-09 for provident fund payable on trainees’
stipend.
2. The Company has received legal demand notice from Ambit Energy Private 65.80
Limited dated April 18, 2022, through their legal counsel of the Customer
claiming ₹ 65.80 million towards failure to resolve technical faults and errors
in inverters supplied by our Company and towards commercial as well as
potential business generation loss and goodwill.

The Company replied to the legal counsel of the Customer vide its letter dated
May 11, 2022, rejecting all the claims of the Customer stating it to be unjust,
illegal and with malicious intention. Further, the Company vide its letter dated
August 23, 2022, to District Court Mediation Centre, Rajkot conveyed its
intention to close its participation in mediation process. The Plaintiff has
further given an application to the court with oral argument to treat this as a
summary suit and the next hearing is scheduled on July 27, 2023.
Total 71.88

For details, see “Restated Consolidated Financial Information – Contingent liabilities and contingent assets”
on page 387.

22
 Summary of Related Party Transactions

The following is the summary of transactions with related parties as at and for Fiscals 2023, 2022 and 2021,
entered into by our Company with related parties and as per the requirements under Ind AS read with the SEBI
ICDR Regulations:

(in ₹ million)
S. Related parties with whom Particulars For the Fiscal ended For the Fiscal ended For the Fiscal ended
No transactions have taken place March 31, 2023 March 31, 2022 March 31, 2021
1. Rishabh Instruments Limited Sale of 170.47 92.19 91.11
EnergySolution Labs Private manufactured 7.37 6.99 5.72
Limited goods
Sifam Tinsley Instrumentation 1.29 1.63 Nil
Inc.
Shanghai VA Instrument Co. 2.91 8.37 Nil
Ltd.
Lumel Spółka Akcyjna 34.99 31.69 26.22
Lumel Alucast Spółka Z 21.52 0.66 Nil
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation 2.81 0.00 Nil
Limited
Shanti Instruments Pvt. Ltd. 8.86 9.44 5.91
SARAN Spółka Z Ograniczoną 0.11 Nil Nil
Odpowiedzialnością
Total 250.33 150.97 128.96
2. Rishabh Instruments Limited Sale of traded 1.78 22.99 0.33
Lumel Spółka Akcyjna goods 1.29 1.44 1.18
Lumel Alucast Spółka Z Nil 5.60 2.27
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation Nil Nil 2.31
Limited
Shanti Instruments Pvt. Ltd. 0.07 Nil Nil
SARAN Spółka Z Ograniczoną Nil Nil 0.05
Odpowiedzialnością
Total 3.14 30.03 6.14
3. Rishabh Instruments Limited Sale of service 14.81 11.42 12.53
EnergySolution Labs Private 0.06 1.96 Nil
Limited
Lumel Spółka Akcyjna 0.02 5.77 17.10
Lumel Alucast Spółka Z Nil 17.12 12.39
Ograniczoną
Odpowiedzialnością
SARAN Spółka Z Ograniczoną Nil 0.34 0.44
Odpowiedzialnością
Przedsiebiorstwo Wdrozeniowe Nil Nil 0.32
INMEL Sp. z o.o.
Shanti Instruments Pvt. Ltd. 0.27 Nil 0.46
Total 15.16 36.63 43.24

4. Lumel Alucast Spółka Z Sale of fixed Nil 0.82 Nil

Ograniczoną Assets
Odpowiedzialnością
Total Nil 0.82 Nil
5. Rishabh Instruments Limited Miscellaneous Nil 0.38 0.36
Lumel Spółka Akcyjna Income 1.99 2.48 3.05
Lumel Alucast Spółka Z 1.38 1.72 1.79
Ograniczoną
Odpowiedzialnością
EnergySolution Labs Private 0.66 Nil Nil
Limited
Shanti Instruments Pvt. Ltd. 1.92 1.80 1.12
Total 5.95 6.38 6.32

23
S. Related parties with whom Particulars For the Fiscal ended For the Fiscal ended For the Fiscal ended
No transactions have taken place March 31, 2023 March 31, 2022 March 31, 2021
6. Dhruv Enterprises Ltd Interest Income 3.84 1.35 1.97
Lumel Alucast Spółka Z 1.90 1.86 0.67
Ograniczoną
Odpowiedzialnością
SARAN Spółka Z Ograniczoną Nil Nil 0.24
Odpowiedzialnością
Total 5.74 3.21 2.88
7. Dhruv Enterprises Ltd Dividend 38.23 20.63 40.27
Total Income 38.23 20.63 40.27
8. Rishabh Instruments Limited Purchase of Raw 22.66 28.90 17.33
EnergySolution Labs Private Material 1.59 1.19 0.41
Limited
Sifam Tinsley Instrumentation 74.43 23.79 25.74
Inc.
Shanghai VA Instrument Co. 0.22 Nil Nil
Ltd
Lumel Spółka Akcyjna 53.27 60.72 40.74
Lumel Alucast Spółka Z 13.98 1.12 1.72
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation 63.57 55.86 43.18
Limited
Shanti Instruments Pvt. Ltd. 2.33 7.85 7.20
Przedsiebiorstwo Wdrozeniowe Nil 0.28 Nil
INMEL Sp. z o.o.
Total 232.05 179.71 136.32
9. Lumel Spółka Akcyjna Purchase of Nil 0.82 Nil
Przedsiebiorstwo Wdrozeniowe Fixed Assets Nil Nil 0.29
INMEL Sp. z o.o.
Total Nil 0.82 0.29
10. Rishabh Instruments Limited Service Availed Nil 1.96 Nil
Sifam Tinsley Instrumentation 0.07 0.30 0.22
Inc.
Shanghai VA Instrument Co. 0.56 0.07 Nil
Ltd
Lumel Spółka Akcyjna 21.56 18.61 22.34
Lumel Alucast Spółka Z 47.89 15.15 19.26
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation 2.05 Nil 0.11
Limited
EnergySolution Labs Private 0.03 Nil Nil
Limited
SARAN Spółka Z Ograniczoną 0.87 Nil 0.89
Odpowiedzialnością
Przedsiebiorstwo Wdrozeniowe 0.34 Nil 0.24
INMEL Sp. z o.o.
Total 73.37 36.09 43.06
11. Sifam Tinsley Instrumentation Interest Expense 4.01 1.35 1.97
Inc.
Lumel Spółka Akcyjna 1.90 1.86 0.67
SARAN Spółka Z Ograniczoną 4.01 4.49 0.34
Odpowiedzialnością
Anushree Goliya 0.99 0.99 0.99
Total 10.91 8.69 3.97
12. EnergySolution Labs Private Legal & 0.09 0.06 0.10
Limited Professional
Shanghai VA Instrument Co. Fees Nil 0.13 Nil
Ltd
Shanti Instruments Pvt. Ltd. Nil 0.02 Nil
Mr. Ramakrishnan Kottekode 0.40 0.30 0.28
Parappath

24
S. Related parties with whom Particulars For the Fiscal ended For the Fiscal ended For the Fiscal ended
No transactions have taken place March 31, 2023 March 31, 2022 March 31, 2021
SARAN Spółka Z Ograniczoną Nil Nil 0.69
Odpowiedzialnością
Total 0.49 0.51 1.07
13. EnergySolution Labs Private Rent Paid 0.36 0.38 0.36
Limited
Total 0.36 0.38 0.36
14. Sifam Tinsley Instrumentation SAP Expenses Nil 0.01 Nil
Limited
Total Nil 0.01 Nil
15. Mr. Narendra Goliya Lease Payments 2.99 2.99 2.78
Shanti Instruments Pvt. Ltd. 0.16 0.07 Nil
SARAN Spółka Z Ograniczoną 1.71 1.40 21.39
Odpowiedzialnością
Total 4.86 4.46 24.17
16. Narendra Goliya Managerial 18.68 16.28 15.56
Dineshkumar Musalekar Remuneration 18.80 14.41 11.11
Vishal Kulkarni 1.54 1.41 1.28
Anand Laddha 5.25 4.97 4.65
Ajinkya Joglekar 0.37 Nil Nil
Total 44.64 37.07 32.60
17. Rishabh Goliya Employee 1.56 1.45 1.22
Mohini Goliya Benefit Expenses 0.97 1.08 0.96
Total 2.53 2.53 2.18
18. Dineshkumar Musalekar ESOP Expense 69.18 Nil Nil
Vishal Kulkarni incurred for 0.68 Nil Nil
Total 69.86 Nil Nil
19. Rathin Kumar Banerjee Sitting Fees paid 0.36 0.08 0.14
Ramakrishnan Kottekode to Directors 0.28 0.08 0.14
Parappath
Siddharth Bafna 0.26 Nil Nil
Astha Kataria 0.06 Nil Nil
Narendra Goliya 1.28 1.36 1.38
Total 2.24 1.52 1.66
20. Rishabh Instruments Limited Trade 64.59 27.74 22.31
EnergySolution Labs Private Receivables 1.17 8.21 5.17
Limited
Sifam Tinsley Instrumentation 0.27 Nil Nil
Inc.
Shanghai VA Instrument Co. Ltd 1.44 Nil Nil

Lumel Spółka Akcyjna 7.81 11.21 6.32

Lumel Alucast Spółka Z 0.40 0.76 1.38
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation 2.95 Nil Nil
Limited
SARAN Spółka Z Ograniczoną 0.03 Nil Nil
Odpowiedzialnością
Shanti Instruments Pvt. Ltd. 9.10 4.60 4.58
Total 87.76 52.52 39.76
21. Rishabh Instruments Limited Trade Payable 3.53 11.39 5.94
EnergySolution Labs Private 0.23 0.20 0.21
Limited
Sifam Tinsley Instrumentation 25.10 9.96 5.93
Inc.
Shanghai VA Instrument Co. Ltd 0.34 0.47 Nil

Lumel Spółka Akcyjna 15.23 12.71 9.84

Lumel Alucast Spółka Z 1.47 Nil 3.21
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Instrumentation 12.12 13.19 10.05
Limited

25
S. Related parties with whom Particulars For the Fiscal ended For the Fiscal ended For the Fiscal ended
No transactions have taken place March 31, 2023 March 31, 2022 March 31, 2021
Shanti Instruments Pvt. Ltd. 1.71 2.95 2.29
SARAN Spółka Z Ograniczoną 2.47 1.09 Nil
Odpowiedzialnością
Przedsiebiorstwo Wdrozeniowe Nil 0.03 0.01
INMEL Sp. z o.o.
Total 62.20 51.99 37.48
22. Dhruv Enterprises Limited Loans and 24.44 25.43 30.67
Lumel Alucast Spółka Z advances Nil 27.07 17.57
Ograniczoną
Odpowiedzialnością
Rishabh Instruments Limited 8.38 Nil Nil
Total 32.82 52.50 48.24
23. Sifam Tinsley Instrumentation Borrowings 24.29 22.32 21.55
Inc.
Lumel Spółka Akcyjna Nil 27.07 17.57
SARAN Spółka Z Ograniczoną 157.39 163.04 220.06
Odpowiedzialnością
Ms. Anushree Goliya 9.00 9.00 9.00
Total 190.68 221.43 268.18
24. Sifam Tinsley Instrumentation Interest Payable 1.49 3.11 9.11
Inc.
Total 1.49 3.11 9.11
25. Narendra Goliya Remuneration 1.11 4.11 4.11
Dineshkumar Musalekar Payable 1.57 1.20 0.93
Vishal Kulkarni 0.12 0.11 0.10
Anand Laddha 0.23 0.21 0.20
Ajinkya Joglekar 0.03 Nil Nil
Rishabh Goliya 0.28 0.25 0.21
Mohini Goliya 0.23 0.19 0.18
Total 3.57 6.07 5.73
26. Shanghai VA Instrument Co. Ltd Other Payables 8.30 Nil Nil

Total 8.30 Nil Nil

Our Company, pursuant to a loan agreement dated September 1, 2013 (which was subsequently renewed on
September 1, 2016 and September 1, 2019) between our Company and Anushree Goliya (daughter of our
Promoter) has availed an unsecured loan of ₹ 9.00 million from Anushree Goliya for a period of five years from
September 1, 2019 in the ordinary course of business for business requirements. The interest rate of the unsecured
loan availed by the Company is 11.00% per annum, which shall not exceed the prime lending rate fixed by the
RBI. Our Company is required to pay the interest on the outstanding balance amount on regular intervals or at the
end of each Financial Year, as mutually agreed.

For details of the related party transactions in accordance with Ind AS 24, see “Restated Consolidated Financial
Information – Related Party Disclosures” on page 376.

Financing arrangements

There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our Directors
and their relatives have financed the purchase by any other person of securities of our Company (other than in the
normal course of the business of the financing entity) during a period of six months immediately preceding the
date of this Prospectus.

Weighted average price at which Equity Shares were acquired by our Promoter and the Selling
Shareholders in the one year preceding the date of this Prospectus

Except as disclosed below, neither our Promoter nor any of the Selling Shareholders have acquired any Equity
Shares in the one year immediately preceding the date of this Prospectus.

26
 S. No. Name of the acquirer/ Number of Equity Weighted average cost of acquisition of
Shareholder Shares acquired in Equity Share (in ₹)*
last one year
Promoter
1. Narendra Joharimal Goliya(1) 8,131,049 Nil(4)
Selling Shareholders
2. Asha Narendra Goliya(2) 2,250,000 Nil(4)
3. Narendra Rishabh Goliya (HUF)(3) 258,750 Nil(4)
4. Rishabh Narendra Goliya(2) 375,000 Nil(4)
5. SACEF 7,010,578 89.56(5)(6)
*
As certified by Shah & Mantri, Chartered Accountants by way of their certificate dated September 4, 2023.
(1)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(2)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3)
Through its karta Narendra Joharimal Goliya.
(4)
Acquisition of Equity Shares through bonus issue in the ratio of 1:1 undertaken on September 21, 2022, hence the acquisition price is
nil.
(5)
100 class A equity shares acquired on September 17, 2013 at a price of ₹ 174.10 per share have been reclassified to Equity Shares on
September 13, 2022. Hence, the date of reclassification has been considered as date of acquisition and original cost for acquiring the
class A equity shares has been considered as the acquisition price. Further, the weighted average cost of acquisition is adjusted for the
bonus issuance of the Equity Shares in the ratio of 1:1 undertaken by the Company on September 21, 2022.
(6)
3,606,110 CCPS were acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per CCPS. Pursuant to resolutions of the
Board dated July 24, 2023 and Shareholders dated July 25, 2023, the CCPS have been converted into 7,010,278 Equity Shares of ₹ 10
each. Hence, for the purposes of the table above, the date of conversion of the CCPS into Equity Shares has been considered as the
date of acquisition and the original cost of acquiring the CCPS has been considered towards determining the acquisition price.

Details of price at which specified securities were acquired in the three years immediately preceding the
date of this Prospectus

Except as stated below, none of the Promoter, members of the Promoter Group, Selling Shareholders and
Shareholder with the right to nominate directors or any other special rights, have acquired any specified securities
in the three years immediately preceding the date of this Prospectus:

S. No. Name of the Date of acquisition of Number of Face value Acquisition price per
acquirer/ specified specified (in ₹) specified securities
Shareholder securities/conversion securities (in ₹)*
of CCPS acquired
Promoter
1. Narendra September 21, 2022 8,131,049 10 Nil(5)
Joharimal
Goliya(1)
Promoter Group
2. Asha Narendra September 21, 2022 2,250,000 10 Nil(5)
Goliya(2)#
3. Narendra Rishabh September 21, 2022 258,750 10 Nil(5)
Goliya (HUF)(3)#
4. Rishabh Narendra September 21, 2022 375,000 10 Nil(5)
Goliya(2)#
5. Anushree September 21, 2022 1 10 Nil(5)
Goliya(2)
6. Ivaan Foundation September 8, 2022 10,000 10 Nil(6)
September 21, 2022 10,000 10 Nil(5)
7. Rishabh Family September 8, 2022 1,800,000 10 Nil(6)
Trust September 21, 2022 1,800,000 10 Nil(5)
8. Anushree Family September 8, 2022 1,800,000 10 Nil(6)
Trust September 21, 2022 1,800,000 10 Nil(5)
9. Mohini Goliya September 8, 2022 200 10 Nil(6)
September 21, 2022 200 10 Nil(5)
Selling Shareholders (excluding Promoter Group Selling Shareholders)
10. SACEF September 13, 2022 100 10 174.10(4)
September 21, 2022 200 10 Nil(5)
July 25, 2023 7,010,278 10 89.56(7)
Shareholder entitled with right to nominate directors or any other special rights
11. SACEF September 13, 2022 100 10 174.10(4)
September 21, 2022 200 10 Nil(5)
July 25, 2023 7,010,278 10 89.56(7)

27
 S. No. Name of the Date of acquisition of Number of Face value Acquisition price per
acquirer/ specified specified (in ₹) specified securities
Shareholder securities/conversion securities (in ₹)*
of CCPS acquired
12. Narendra September 21, 2022 8,131,049 10 Nil(5)
Joharimal
Goliya(1)
*
As certified by Shah & Mantri, Chartered Accountants by way of their certificate dated September 4, 2023.
#
Also, a Selling Shareholder
(1)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(2)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3)
Through its karta Narendra Joharimal Goliya.
(4)
100 class A equity shares acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per share have been reclassified to Equity
Shares on September 13, 2022. Hence, the date of reclassification has been considered as date of acquisition and original cost for
acquiring the class A equity shares has been considered as the acquisition price.
(5)
Acquisition of Equity Shares through bonus issue in the ratio of 1:1 undertaken by our Company on September 21, 2022, hence the
acquisition price is nil.
(6)
Represents Equity Shares received as gift, hence, cost of acquisition is nil.
(7)
3,606,110 CCPS were acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per CCPS. Pursuant to resolutions of the
Board dated July 24, 2023 and Shareholders dated July 25, 2023, the CCPS have been converted into 7,010,278 Equity Shares of ₹ 10
each. Hence, for the purposes of the table above, the date of conversion of the CCPS into Equity Shares has been considered as the
date of acquisition and the original cost of acquiring the CCPS has been considered towards determining the acquisition price.

Average cost of acquisition for our Promoter and the Selling Shareholders

The average cost of acquisition per Equity Share acquired by our Promoter and the Selling Shareholders, as on
the date of this Prospectus is:

S. Name of Promoter/ Selling Number of Equity Shares Average cost of acquisition per Equity
No. Shareholder Share (in ₹)*
Promoter
1. Narendra Joharimal Goliya(1) 16,262,098 0.28
Selling Shareholders
1. Asha Narendra Goliya(2) 4,500,000 0.10
2. Rishabh Narendra Goliya(2) 750,000 0.03
3. Narendra Rishabh Goliya (HUF)(3) 517,500 0.13
4. SACEF 7,010,678 89.56
*
As certified by Shah & Mantri, Chartered Accountants by way of their certificate dated September 4, 2023.
(1)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(2)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3)
Through its karta, Narendra Joharimal Goliya.

For further details, see “Capital Structure” on page 101.

Weighted average cost of acquisition of all shares transacted in last one year, 18 months and three years
preceding the date of this Prospectus

Weighted average cost Cap Price is ‘x’ times Range of acquisition

Period of acquisition the weighted average price: lowest price –
(in ₹)* cost of acquisition* highest price (in ₹)*
Last one year preceding the date of
this Prospectus 29.02 15.20 0-174.10
Last 18 months preceding the date of
this Prospectus 29.02 15.20 0-174.10
Last three years preceding the date
of this Prospectus 29.02 15.20 0-174.10
*
As certified by Shah & Mantri, Chartered Accountants by way of their certificate dated September 4, 2023.
Notes:
(i) Acquisition via issuance of Bonus shares in the ratio of 1:1 vide Meeting of the Board of Directors of the Company dated September
21, 2022, and the shareholders of the Company dated September 21, 2022 has been considered in the table above.
(ii) Gifts have not been considered for the purposes of the table above.
(iii) 100 class A equity shares acquired by SACEF on September 17, 2013, at a price of ₹ 174.10 per share have been reclassified to
Equity Shares on September 13, 2022. Hence, the date of reclassification has been considered as date of acquisition and original
cost for acquiring the class A equity shares has been considered as the acquisition price.
(iv) 3,606,110 CCPS were acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per CCPS. Pursuant to resolutions of the
Board dated July 24, 2023 and Shareholders dated July 25, 2023, the CCPS have been converted into 7,010,278 Equity Shares of ₹
10 each. Hence, for the purposes of the table above, the date of conversion of the CCPS into Equity Shares has been considered as

28
 the date of acquisition and the original cost of acquiring the CCPS has been considered towards determining the acquisition price.

Details of Pre-IPO Placement

Our Company has not undertaken any pre-IPO placement of its Equity Shares.

Issue of Equity Shares through bonus or for consideration other than cash in the last one year

Except as disclosed below, our Company has not issued any Equity Shares through bonus or for consideration
other than cash in the one year preceding the date of this Prospectus.

Date of Name(s) of allottee(s) Reason/Nature of No. of Face Issue Nature of

allotment allotment equity value price consideration
shares per per
allotted equity equity
share share
(₹) (₹)
September 8,131,049 Equity Shares to Bonus issue in the 14,625,200 10 - N.A.
21, 2022 Narendra Joharimal Goliya ratio of one
jointly held with Asha Equity Share for
Narendra Goliya, 2,250,000 every one existing
Equity Shares to Asha Equity Share held
Narendra Goliya jointly held
with Narendra Joharimal
Goliya, 375,000 Equity
Shares to Rishabh Narendra
Goliya jointly held with
Narendra Joharimal Goliya,
258,750 Equity Shares to
Narendra Rishabh Goliya
(HUF) held through its karta
Narendra Joharimal Goliya,
1 Equity Share to Anushree
Goliya jointly held with
Narendra Joharimal Goliya,
200 Equity Shares to
SACEF, 200 Equity Shares
to Mohini Goliya, 10,000
Equity Shares to Ivaan
Foundation, 1,800,000
Equity Shares to Rishabh
Family Trust and 1,800,000
Equity Shares to Anushree
Family Trust

Split/ Consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by the SEBI

Our Company filed an exemption application dated October 12, 2022 under Regulation 300(1) of the SEBI ICDR
Regulations seeking an exemption from considering and disclosing: (i) Surendra Goliya (brother of the Promoter)
and (ii) Mangala Rajendra Mehta (sister of the spouse of the Promoter), (iii) any body corporate in which 20% or
more of the equity share capital is held by the above mentioned individuals or a firm or any Hindu Undivided
Family where any of such individuals may be member, or (iv) any body corporate in which any body corporate
mentioned under (iii) above holds 20% or more of the equity share capital or (v) any Hindu Undivided family or
firm in which the aggregate share of Surendra Goliya and/or Mangala Rajendra Mehta is equal to or more than
20% of the total capital as members of the Promoter Group of the Company, in accordance with the SEBI ICDR
Regulations. SEBI, pursuant to its letter dated December 29, 2022, has directed our Company to include Surendra

29
Goliya and Mangala Rajendra Mehta, as part of the Promoter Group of the Company based on information
available in the public domain.

30
 SECTION II: RISK FACTORS

An investment in equity shares involves a high degree of risk. Potential investors should carefully consider all the
information in this Prospectus, including the risks and uncertainties described below, before making an
investment in the Equity Shares. The risks described below are not the only ones relevant to us or our Equity
Shares, the industry in which we operate or to the jurisdictions in which we operate including India. Additional
risks and uncertainties, not currently known to us or that we currently do not deem material may also adversely
affect our business, results of operations, cash flows and/or financial condition. If any or some combination of
the following risks, or other risks that are not currently known or believed to be adverse, actually occur, our
business, results of operations, cash flows and/or financial condition could suffer, the trading price of, and the
value of your investment in, our Equity Shares could decline and you may lose all or part of your investment. In
order to obtain a complete understanding of our Company and our business, prospective investors should read
this section in conjunction with “Our Business”, “Industry Overview”, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Financial Information” on pages 243, 170,
406 and 320, respectively, as well as the other financial and statistical information contained in this Prospectus.
In making an investment decision, prospective investors must rely on their own examination of us and our business
and the terms of the Offer including the merits and risks involved.

Potential investors should consult their tax, financial and legal advisors about the particular consequences of
investing in the Offer. Unless specified or quantified in the relevant risk factors below, we are unable to quantify
the financial or other impact of any of the risks described in this section. Prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a legal
and regulatory environment, which may differ in certain respects from that of other countries.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Market Assessment of Electrical Automation; Metering, Control and Protection Devices; Portable Test &
Measurement Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India”
dated July 19, 2023 (the “F&S Report”) prepared and released by Frost & Sullivan (India) Private Limited and
commissioned and paid for by our Company in connection with the Offer. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year refers to such information for the relevant calendar year. The F&S Report was
made available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Also see, “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data”
on page 16.

Internal Risk Factors

1. Our business is dependent and will continue to depend on our Manufacturing Facilities, and we are
subject to certain risks in our manufacturing process. Any slowdown or shutdown in our manufacturing
operations could have an adverse effect on our business, financial condition and results of operations.

We conduct our operations through five manufacturing facilities across India, Poland and China and one
modification centre each in the United States and the United Kingdom, respectively. The actual number of units
manufactured and percentage of aggregate units produced in Fiscals 2023, 2022 and 2021 at each of the
Manufacturing Facilities is set out below:
Name Actual % of Actual % of Actual % of
Production aggregate Production aggregate Production aggregate
(Units) in Fiscal units (Units) in Fiscal units (Units) in units
2023 produced 2022 produced Fiscal 2021 produced

Nashik 2,829,187 17.45 2,757,581 19.67 1,908,746 14.30

Manufacturing
Facility I
Nashik 110 Nil* 100 Nil* 86 Nil*
Manufacturing
Facility II*

31
 Name Actual % of Actual % of Actual % of
Production aggregate Production aggregate Production aggregate
(Units) in Fiscal units (Units) in Fiscal units (Units) in units
2023 produced 2022 produced Fiscal 2021 produced

Poland 2,699,593 16.65 2,581,420 18.41 3,123,160 23.40

Manufacturing
Facility I
Poland 10,170,075 62.73 8,166,041 58.25 7,900,035 59.18
Manufacturing
Facility II
China 512,270 3.16 514,523 3.67 416,013 3.12
Manufacturing
Facility^
Total 16,211,235 100 14,019,665 100 13,348,040 100
#
As certified by certificate dated August 8, 2023 by Manish M Kothari, Chartered Engineer.
*
Since Nashik Manufacturing Facility II manufactures tools and moulds which are supplied to our other facilities, in the Fiscals 2023, 2022
and 2021, the percentage of products manufactured at Nashik Manufacturing Facility II was nil.
^
The manufacturing facility of Shanghai VA shifted from 881 Yecheng Rd, Jia Ding District, Shanghai 201821, China (the “Earlier Chinese
Manufacturing Facility”) to its current location in January 2021. References to and details in relation to the China Manufacturing Facility
in the table above are to the Earlier Chinese Manufacturing Facility and the current China Manufacturing Facility, as applicable.

Our business is dependent upon our ability to manage our Manufacturing Facilities, which are subject to various
operating risks, including those beyond our control, such as the breakdown, failure of equipment (some of which
are also refurbished machines) or industrial accidents, severe weather conditions, fire, power interruption and
natural disasters. While there have been no such instances in Fiscals 2023, 2022 and 2021, any significant
malfunction or breakdown of our machinery, our equipment, our automation systems, our IT systems or any other
part of our manufacturing processes or systems (together, our “Manufacturing Assets”) may entail significant
repair and maintenance costs and cause delays in our operations. If we are unable to repair Manufacturing Assets
in a timely manner or at all, our operations may need to be suspended until we procure the appropriate
Manufacturing Assets to replace them and there can be no assurance that the new Manufacturing Assets will be
procured and/or integrated in a timely manner. In addition, we may be required to carry out planned shutdowns
of our Manufacturing Facilities for maintenance, statutory inspections, customer audits and testing, or we may
shut down one or more of our Manufacturing Facilities for capacity expansion and equipment upgrades.

In particular, outbreak of a pandemic or any materially adverse social, political or economic development, civil
disruptions, or changes in the policies of the national, state or local governments in any of the jurisdictions where
our Manufacturing Facilities are situated, could adversely affect operations of our integrated production facility.
In the future, we may also experience plant shutdowns or periods of reduced production because of regulatory
issues, power outage, severe weather conditions, natural disaster, equipment failure, employee-related incidents
that result in harm or death, delays in raw material deliveries or as a result of an escalation of the COVID-19
pandemic or related response measures. In addition, we also may face protests from local citizens at our existing
facilities or while setting up new facilities, which may delay or halt our operations. Further, we may be subject to
manufacturing disruptions due to contraventions by us of any of the conditions of our regulatory approvals, which
may require our Manufacturing Facilities to cease, or limit, production until the disputes concerning such
approvals are resolved. Although we have not experienced any significant disruptions at our Manufacturing
Facilities in Fiscals 2023, 2022 and 2021, we cannot assure you that there will not be any disruptions in our
operations in the future. Our inability to effectively rectify any disruption, in a timely manner and at an acceptable
cost, could lead to the slowdown or shutdown of our operations or the under-utilization of our Manufacturing
Facilities, reduction in inventory, inability to fulfil customer orders, resulting in lawsuits, which in turn may have
an adverse effect on our business, financial condition and results of operations.

2. We are dependent on our Poland Manufacturing Facilities and any disruption, slowdown or shutdown
of our Poland Manufacturing Facilities may restrict our operations, adversely affect our business and
financial condition and results of operations.

Our Poland Manufacturing Facilities are situated in Zielona Gora, Poland which is equipped with advanced
equipment, modern technology and automated systems. We are dependant on the Poland Manufacturing Facilities
for a significant portion of our production. However, our Poland Manufacturing Facilities are subject to various
operating risks, including the breakdown or failure of equipment and performance below expected levels of output
or efficiency. Any significant malfunction or breakdown of our equipment, our automation systems, or any other
part of our manufacturing processes or systems at our Poland Manufacturing Facilities may entail significant
repair and maintenance costs and cause delays in our operations. If we are unable to repair our Manufacturing

32
Assets at our Poland Manufacturing Facilities in a timely manner or at all, our operations may need to be
suspended until we procure the appropriate Manufacturing Assets at our Poland Manufacturing Facilities to
replace them and there can be no assurance that the new Manufacturing Assets at our Poland Manufacturing
Facilities will be procured and/or integrated in a timely manner. In addition, we may be required to carry out
planned shutdowns of our Manufacturing Facilities for maintenance, statutory inspections, customer audits and
testing, or we may shut down one or more of our Manufacturing Facilities for capacity expansion and equipment
upgrades.

Although we have not experienced any significant disruptions at our Poland Manufacturing Facilities in Fiscals
2023, 2022 and 2021, we cannot assure you that there will not be any disruptions in our operations in the future.
For instance, our Poland Manufacturing Facility II requires natural gas for the aluminium high-pressure die casting
business. Due to the conflict between Russia and Ukraine and sanctions imposed on Russia by the Government
of Poland, Russia may shut down the supply of natural gas to Poland. In view of the possibility of low or no
availability of natural gas, the Government of Poland may introduce certain restrictions on the consumption of
natural gas wherein our Poland Manufacturing Facility II will be required to reduce consumption of natural gas.
However, our Poland Manufacturing Facility II is situated in a region which has supply of natural gas through
local distribution. Although our Poland Manufacturing Facility II may not face the threat of total cut off, the
consumption of natural gas may become extremely expensive. Our inability to effectively respond to such events
and rectify any disruption, in a timely manner and at an acceptable cost, could lead to the slowdown or shutdown
of our operations or the under-utilization of our Poland Manufacturing Facilities, reduction in inventory, inability
to fulfil customer orders, resulting in lawsuits, which in turn may have an adverse effect on our business, financial
condition and results of operations.

3. We propose to utilise a substantial portion of the Net Proceeds of the Offer towards Expansion of Nashik
Manufacturing Facility I and we have not entered into any definitive arrangements to utilise certain
portions of the Net Proceeds of the Offer. Our funding requirements and deployment of the Net Proceeds
of the Offer are based on management estimates, a cost assessment report from Sanjay Madhavrao Patil,
architect, certificate from Manish M Kothari, chartered engineer and have not been appraised by any
bank or financial institution or other agency. The deployment of the Net Proceeds will not be monitored
by a monitoring agency. Our proposed expansion plans relating to Nashik Manufacturing Facility I are
subject to the risk of unanticipated delays in implementation and cost overruns.

In order to achieve the economies of scale in our operations to enable us to increase production of analog panel
meters, digital panel meters, multimeters, current transformers, electrical transducers and solar string inverters as
well as other products in response to the needs and timelines of our customers, we intend to continue to expand
our existing production capabilities. We propose to utilise the Net Proceeds for the Expansion of Nashik
Manufacturing Facility I and for general corporate purposes. We are yet to place orders for the total capital
expenditure which we propose to fund from the Net Proceeds. We have not entered into any definitive agreements
to utilize the Net Proceeds for this object of the Offer and have relied on the quotations received from third parties
for estimation of the cost, including, a cost assessment report obtained from Sanjay Madhavrao Patil, architect
(with the date of estimation: November 30, 2022) in relation to the Expansion of Nashik Manufacturing Facility
I by construction of a ready to occupy main factory building and proposed utilities. Further, a certificate from
Manish M Kothari, chartered engineer has been obtained in respect to plant and machinery proposed to be acquired
at the Nashik Manufacturing Facility I as part of the Expansion of Nashik Manufacturing Facility I. While we
have obtained the quotations from various vendors in relation to the Expansion of Nashik Manufacturing Facility
I, most of these quotations are valid for a certain period of time and may be subject to revisions, and other
commercial and technical factors. The terms of certain quotations, also specify that the prices in such quotations
are subject to variation during the validity period pursuant to inter alia foreign currency fluctuations, policy
changes and changes in the price list/raw materials of the vendors. Further, the cost assessment report obtained
from Sanjay Madhavrao Patil, architect (with the date of estimation: November 30, 2022) has been prepared basis
the CPWD standards, as currently applicable, which are subject to change, and there can be no assurance that
while undertaking the expansion of our Nashik Manufacturing Facility I, similar rates will be applicable or
available to us. Our expansion plans and business growth require significant capital expenditure and the dedicated
attention of our management.

Financing the cost towards the Expansion of Nashik Manufacturing Facility I, remain subject to the potential
problems and uncertainties that construction activities face including cost overruns or delays. Problems that could
adversely affect our expansion plans include labour shortages, increased costs of equipment or manpower,
inadequate performance of the equipment and machinery installed in Nashik Manufacturing Facility I, delays in
completion, defects in design or construction, the possibility of unanticipated future regulatory restrictions, delays

33
in receiving governmental, statutory and other regulatory approvals, incremental pre-operating expenses, taxes
and duties, interest and finance charges, working capital margin, environment and ecology costs and other external
factors which may not be within the control of our management. Further, the cost of certain machineries in relation
to our Expansion of Nashik Manufacturing Facility I may escalate due to them being imported, foreign exchange
fluctuations and there may be long lead time in getting defective machines repaired.

In Fiscals 2023, 2022 and 2021, our Nashik Manufacturing Facility I manufactured 17.45%, 19.67% and 14.30%,
respectively, of the total products. In addition, our Nashik Manufacturing Facility I is leased from Maharashtra
Industrial Development Corporation for a period of 95 years with effect from October 1, 1983 and the Expansion
of Nashik Manufacturing Facility I will be undertaken on leased premises. While the lease agreement will be
renewed in the ordinary course of business, in the event that the existing lease is terminated or is not renewed on
commercially acceptable terms, we may suffer a disruption in our operations.

Our efforts to enhance our production capabilities are subject to significant risks and uncertainties, including: (i)
delays and cost overruns resulting from increases in the prices and availability of raw materials and components,
shortages of skilled workforce and transportation constraints; (ii) lower production efficiency and yield before
achieving our expected economies of scale; (iii) our inability to obtain the required permits, licenses and approvals
from relevant government authorities; (iv) the unavailability or delay in arrival of the required technology or
equipment or raw materials from third parties or our internal R&D resources; (v) interruptions caused by natural
disasters or other unforeseen events; (vi) timing of completion of the Offer; (vii) market conditions outside the
control of our Company; and (viii) any other business and commercial considerations. If we are unable to
anticipate regulatory changes and address these risks and uncertainties, the Expansion of Nashik Manufacturing
Facility I as described in detail in the section “Objects of the Offer” on page 124 could be delayed, adversely
affecting our business, results of operation and prospects.

Additionally, our funding requirements are based on management estimates and our current business, currently
valid quotations, the cost assessment report obtained from Sanjay Madhavrao Patil, architect (with the date of
estimation: November 30, 2022) and certificate from Manish M Kothari, chartered engineer and has not been
appraised by any bank or financial institution or other agency. The deployment of the Net Proceeds will not be
monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. The deployment of the Net
Proceeds will be at the discretion of our Board and prospective investors in the Offer will need to rely upon our
management’s judgment with respect to the use of the Net Proceeds. We may have to reconsider our estimates or
business plans due to changes in underlying factors, some of which are beyond our control, such as interest rate
fluctuations, changes in input cost, and other financial and operational factors. We cannot assure you that we will
be able to undertake such capital expenditure within the cost indicated by such quotations or that there will not be
cost escalations. Further, in accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot
undertake any variation in the utilisation of the Net Proceeds without obtaining the shareholders’ approval through
a special resolution. In the event of any such circumstances that require us to undertake variation in the disclosed
utilisation of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely manner, or at
all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business or
operations. See “Risk Factors –30. Any variation in the utilisation of the Net Proceeds shall be subject to certain
compliance requirements, including prior approval from Shareholders” below on page 59.

4. If we fail to effectively implement our production schedules, our business and results of operations may
be materially and adversely affected.

Our success depends in part on our ability to meet the production and assembly schedules and requirements of
our customers according to their detailed specifications and within delivery time frames which are, at times,
demanding. In particular, some of our customers, such as OEMs or customers of our aluminium high pressure die
casting business, tend to require large volumes of our manufactured and assembled products, as well as customised
components and equipment, within a limited amount of time when they launch new products as they seek to take
advantage of the high initial demand for those products. Our ability to meet these demands depends in part on our
ability to rapidly ramp up production and commence large-scale production of technically complex products
within short timeframes. Equally important is our ability to “ramp down”, by rapidly discontinuing production of
obsolete products and models and re-configuring the relevant production lines to manufacture new products and
models. This requires us to maintain and enhance our production capabilities by adjusting and streamlining our
production resources and processes, and acquiring, expanding and upgrading our testing equipment and
production facilities. We may not be able to maintain and enhance our production capabilities in time or implement
our production plans effectively. If we are unable to maintain or enhance our production capabilities to satisfy

34
customer demand, or our production operations suffer unanticipated or prolonged interruption, our business and
results of operations would be adversely affected.

5. Most of our customers do not commit to long term contracts, and may cancel their orders, change
production quantities, delay production or change their sourcing strategy.

We primarily follow a business-to-business model which is purchase order based for all our segments except
portable test and measuring instruments which is also sold on a merchant basis. Most of our customers do not
commit to long term contracts (provided that in our aluminium high pressure die casting business our projects
could last anywhere between five to seven years). In Fiscals 2023, 2022 and 2021, revenue from our top 10
customers were ₹ 1,817.91 million, ₹ 1,128.04 million and ₹ 1,030.39 million, respectively, representing 31.92%,
23.99% and 26.42%, respectively, of our total revenue from operations, in such periods. We may encounter
problems executing an order from a customer in accordance with the requirements of the customers on a timely
basis. While there have been no cancellation of orders in Fiscals 2023, 2022 and 2021, there may be factors beyond
our control or the control of our customers may not place an order or postpone orders or cause its cancellation,
including delays or failure to obtain necessary permits, authorizations, permissions, right-of-way, and other types
of difficulties or obstructions. Due to the possibility of orders not being placed, cancellations or changes in scope
and schedule of orders, which is typically at the discretion of our customers, or problems we encounter in order
execution or reasons outside our control or the control of our customers, we cannot predict with certainty when,
if or to what extent a project will be performed or that purchase orders will be in one period as consistently as
they have been in prior periods. For instance, certain of our customers in May 2022 and September 2022,
respectively, reduced the quantities of certain of our products such as current transformers and multi load meter
RJ12 connection with modbus RS485.
Delays in the completion of an order could lead to customers delaying or refusing to pay the amount, in part or
full, that we expect to be paid in respect of such order. These payments often represent an important portion of
the margin we expect to earn on an order. In addition, even where an order proceeds as scheduled, it is possible
that the contracting parties may default or otherwise fail to pay amounts owed. Any delay, reduction in scope,
cancellation, execution difficulty, payment postponement or payment default in regard to our order book or any
other uncompleted orders, or disputes with customers in respect of any of the foregoing, could materially harm
our cash flow position, revenues and earnings.
6. If the products we manufacture experience quality defects or if the manufacturing services we provide
are found to be deficient, we may lose our customers and may be subject to product liability claims or
claims alleging deficiency in service, which may also cause damage to our reputation and/or adversely
affect our results of operations and financial condition.

Our business depends on delivering analog panel meters and current transformers as well as several other products
of global standards and consistently high quality to our customers, which we believe has been a key factor for
source products and components from us. Many of our products are subject to standards and safety regulations in
India. There may be defects in our products which may result in product recalls, large-scale repair and remediation
claims and other losses to our customers. We may be required to replace or repair defective products at our own
cost, defend related litigation or compensate our customers for losses or damage caused by these defects including
other incidental costs. In addition, quality defects may cause us to lose customers to our competitors and loss of
reputation and goodwill of our Company. We may also have to expend resources to defend ourselves in the event
that claims, or legal proceedings are instituted directly against us. For instance, our Material Subsidiary, Lumel
Alucast has entered into quality contracts with certain customers for supply for aluminium high pressure die-
casting products for issues relating to porosity and leakage, and rectification of such quality issues. Although,
Lumel Alucast has obtained an civil liability insurance policy to cover the liabilities arising from conducting
business activity, we may suffer loss or damage as a result of quality defects, events for which we are not insured,
or for which we did not obtain or maintain insurance, or which is not covered by insurance, exceeds our insurance
coverage or where our insurance claims are rejected, the loss would have to be borne by us and our reputation,
results of operations and financial performance could be adversely affected.

Further, the agreements with our customers for supply of current transformers and power factor controller requires
us to strictly adhere to the know-how and technical specifications mentioned therein. Failure to adhere to the
know-how and technical specifications mentioned in our agreements or separately shared by our customers may
expose us to indemnity and/or warranty claims. Certain key customers have also audited and approved our
facilities and manufacturing processes in the past and may undertake similar audits periodically in the future. In
addition, certain agreements also require us to retain certain samples of our products supplied to the customers for
a specific period of time in order for them to conduct quality checks and inspections. Any such occurrence on

35
account of errors and omission or failure to meet quality and standards of our products and processes can have
serious consequences including replacement of the product, which will require us to incur additional cost, which
will not be borne by the customer and could result in damage to our reputation and loss of customers, which could
adversely affect our business, operations, our cash flows and financial condition. This may result in our customers
cancelling present or future purchases of our products. For instance, one of our customers in April 2022 issued a
legal notice to our Company for alleged failure to adhere to their quality standard and technical hurdles faced in
relation to the certain products supplied by our Company and have thereafter, ended their association/ relationship
with us. Further, to the legal notice, our Company has received a summon dated November 28, 2022 from the 5th
Addl. SR. Civil Judge and A.C.J.M., Civil Court, Rajkot. The matter is currently pending. For more details, see
“Outstanding Litigation and Material Developments – Litigation involving our Company – Other pending
litigations” on page 432.

In addition, we provide manufacturing services which include mould design and manufacturing, EMI/EMC testing
services, Electronic Manufacturing Services and software solutions. Of the services we provide, EMI/EMC testing
services is critical for our customers to onwards obtain CE certifications. If our customers were to fail to obtain
such certification due to a deficiency in the testing services we provided, we may be exposed to claims from such
customers. While we have not been required to defend against such claims in the past, we cannot assure you that
we will not be required to do so in the future.

7. If we cannot execute our strategies to expand existing customer accounts and geographical footprint
effectively, our business and prospects may be materially and adversely affected.

Our strategies to target new customers and expand existing customer accounts, deepen our geographical footprint
in Brazil, South Africa, Peru, France, Spain and the Kingdom of Saudi Arabia and extend to markets with high
entry barriers, which could be regulatory or financial, will continue to place significant demands on our
management, operational and financial resources. See “Our Business – Strategies – Expanding geographical
footprint” and “Our Business – Strategies – Target new customers and expand existing customer accounts” on
pages 252 and 253, respectively. We may encounter difficulties as we expand our operations, technology, sales
and marketing and general and administrative functions. For example, we developed ANSI current transformers
to expand our product portfolio and acquire new customers in the United States. However, we are yet to capitalise
on the development of the current transformers in the United States and we cannot assure that this will provide
the benefits to our business that we may have expected.

Many of these factors are beyond our control and there is no assurance that we will succeed in implementing our
strategy. We may face increased risks when we enter new markets in India and internationally, and may find it
more difficult to hire, train and retain qualified employees in new regions. In addition, we may have difficulty in
finding reliable suppliers with adequate supplies of raw materials meeting our quality standards. Our inability to
manage and implement our strategy could have a material adverse effect on our business, financial condition and
profitability.

8. Two of the immediate relatives of our Promoter, who are deemed to be a part of the Promoter Group
under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 have not provided consent, information or any confirmations or undertakings
pertaining to themselves which are required to be disclosed in relation to a member of the Promoter
Group in this Prospectus.

Our Company had sought and requested Surendra Goliya, brother of our Promoter and Mangala Rajendra Mehta,
a sister-in-law of our Promoter, respectively and deemed to be a part of the Promoter Group under the SEBI ICDR
Regulations to provide the confirmations and undertakings in respect of themselves as a member of the Promoter
Group of our Company as well as any other entities/bodies corporate/firms/HUFs that they may be interested in
which would qualify as part of the Promoter Group of the Company. However, our Company has received affidavit
dated September 1, 2022 and letter dated September 27, 2022 from Mangala Rajendra Mehta, stating that she is
unwilling to be identified, associated with our Promoter and/or categorised as a member of the Promoter Group
of our Company and/or provide and confirm any statements or undertakings or confirmations pertaining to
themselves and any entities related to them. Further, our Company has not received any information or document
or communication from Surendra Goliya. Neither of Mangala Rajendra Mehta nor Surendra Goliya had any
transactions with the Company in the last three Fiscals or is associated with the Company, as on date, in any
capacity. Our Company, pursuant to its letter dated October 12, 2022 had sought an exemption from the inclusion
of Surendra Goliya, brother of our Promoter and Mangala Rajendra Mehta, sister in-law of our Promoter, from
inclusion in the Promoter Group of our Company on account of not receiving the relevant information,

36
 confirmations and undertakings from Surendra Goliya and Mangala Rajendra Mehta and also regarding the
entities they may be interested in, respectively, for inclusion in the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus. SEBI, pursuant to its letter dated December 29, 2022 has directed our Company
to include Surendra Goliya and Mangala Rajendra Mehta, as part of the promoter group of the Company. For
details, see “Outstanding Litigation and Material Developments - Complaints received during the Offer” on
page 433.
In view of Surendra Goliya and Mangala Rajendra Mehta’s refusal to form part of the Promoter Group of our
Company, and non-receipt of the relevant confirmations and undertakings from them, respectively, in order to
comply with the disclosure requirements specified under the SEBI ICDR Regulations pertaining to members of
the Promoter Group of issuer companies, our Company has disclosed such details pertaining to Surendra Goliya
and Mangala Rajendra Mehta in the section “Our Promoter and Promoter Group” on page 314 of this Prospectus,
only to the extent available and accessible to our Company from the publicly available information published on
the websites from the “Watchout Investors” website (accessible at https://www.watchoutinvestors.com/) and the
website of TransUnion CIBIL Limited (accessible at https://suit.cibil.com/). However, given that certain of such
undertakings and confirmations are based only on publicly available information published on such websites, our
Company has not been able to identify any body corporate in which 20% or more of the equity share capital is
held by Surendra Goliya and Mangala Rajendra Mehta or a firm or Hindu Undivided Family in which they are
members and consequently, our Company has not been able to identify all entities which may be considered as a
part of the Promoter Group of the Company and/or include disclosures in this Prospectus pertaining to any factual
confirmations required to be made in relation to the Promoter Group members. There can be no assurance that all
relevant and/or complete disclosures pertaining to Surendra Goliya and Mangala Rajendra Mehta and/or entities
they may be interested in, as members of the Promoter Group of the Company are included in this Prospectus. To
that extent, the incremental disclosures made in the section “Our Promoter and Promoter Group” in relation to
Surendra Goliya and Mangala Rajendra Mehta on page 314 of this Prospectus, are limited and based on the
publicly available information published on the websites from the “Watchout Investors” website (accessible at
https://www.watchoutinvestors.com/) and the website of TransUnion CIBIL Limited (accessible at
https://suit.cibil.com/).
9. Our dependence on our Subsidiaries exposes us to significant operational and financial risks.

We currently conduct a significant portion of our operations through our Subsidiaries, which contributed ₹
3,995.57 million, ₹ 3,391.27 million and ₹ 2,793.55 million representing 67.09%, 72.12% and 71.64% of our total
revenue from operations in Fiscals 2023, 2022 and 2021, respectively.
The table below sets forth certain details of the revenue contribution and cost incurred by our Subsidiaries for the
periods indicated.
Entity Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue Percenta Total Perce Revenue Percen Total Perce Revenue Percen Total Percent
from ge of Cost (₹ ntage from tage of Cost (₹ ntage from tage of Cost (₹ age of
Operatio Total million) of Operatio Total million) of Operati Total million) Total
ns (₹ Revenue Total ns (₹ Reven Total ons (₹ Reven Cost
million) from Cost million) ue Cost million) ue (%)
Operatio (%) from (%) from
ns (%) Operat Operat
ions ions
(%) (%)
ESL 14.89 0.25 20.84 0.38 16.49 0.35 5.64 0.13 10.27 0.26 3.68 0.10
Lumel Alucast 2,248.97 37.76 2,102.90 37.85 1,770.74 37.66 1,604.99 38.15 1,582.14 40.57 1,434.24 40.21
Lumel SA# 1,268.12 21.29 1,215.15 21.87 1,130.27 24.04 999.89 23.77 837.92 21.49 834.96 23.41
Dhruv Nil Not 7.44 0.13 Nil Not 5.91 0.14 Nil Not 8.68 0.24
Enterprises applicable applica applica
ble ble
Sifam UK 236.48 3.97 201.16 3.62 247.74 5.27 188.77 4.49 190.71 4.89 177.08 4.96
Shanghai VA 124.83 2.10 144.97 2.61 170.09 3.62 159.90 3.80 132.02 3.39 113.64 3.19
Sifam USA 102.27 1.72 95.24 1.71 55.95 1.19 52.87 1.26 40.50 1.04 44.21 1.24
Note: Inter-company elimination has not been considered for the purpose of calculating percentages.
#
The Revenue and Expenses of Lumel Śląsk Spółka Z Ograniczoną Odpowiedzialnością is included in the revenue and expenses of Lumel SA,
respectively.

We, therefore, rely on our Subsidiaries for expanding our market share and business in various jurisdictions for
products from our Manufacturing Facilities, and consequently our revenues, our free cash flows, investment
income, financing proceeds, dividends and other permitted payments. Further, a significant diminution in the
value of our investment in our Subsidiaries may have an adverse effect on our financial condition, results of
operations and prospects.

37
As our Subsidiaries are separate and distinct legal entities, they have no obligation to pay dividends and may be
restricted from doing so by law or contract, including applicable laws, charter provisions and the terms of their
financing arrangements. We cannot assure you that our Subsidiaries will generate sufficient profits and cash flows,
or otherwise be able to pay dividends to us in the future. In addition, our financial condition may be adversely
affected, should they cease to be our Subsidiaries.

10. Shortages in the supply of semiconductors have had, and may continue to have, a material adverse effect
on our results of operations and financial condition.

The semiconductor industry is subject to periodic shortages due to factors like increased demand, supply chain
disruptions, and capacity constraints. The global semiconductor supply chain is complex and interconnected.
Disruptions at any stage, due to natural disasters, geopolitical tensions or trade restrictions, can significantly
impact the availability and delivery of semiconductors. The demand for semiconductors has surged across various
industries, including automotive, consumer electronics, telecommunications, and data centers. This increased
demand has outpaced the industry's capacity to supply semiconductors, leading to shortages.

We source components and other inputs, including microcontroller semiconductor chips used in our
manufacturing operations, and in certain cases from suppliers identified by our OEM customers or, in some cases,
directly from our OEM customers. Some of the products we manufacture require components that are only
available from one manufacturer. In these cases, supply shortages will substantially curtail production using a
particular component such as semiconductors. A supply shortage may increase our costs if we are forced to pay
higher prices for components or raw materials or both, or if we have to redesign or reconfigure products to
accommodate a substitute component. For instance, in the past, we have faced a significant shortage of key
components and inputs, particularly, semiconductors that are imported from various geographies. There has been
a significant amount of stockpiling of semiconductors by OEMs in various sectors. The lockdowns and restrictions
in response to the COVID-19 pandemic have affected deliveries of semiconductors from our suppliers to us. We
are highly dependent on our imports of semiconductors from various geographies, which we cannot assure you
that we will be able to continue to obtain in the future, at current levels or at all. We may not be able to purchase
semiconductors needed at favourable prices. Significant shortages or delay in the supply or increase in costs of
semiconductors may adversely affect our ability to deliver contracted volumes of manufactured products, increase
our inventory carrying costs, increase our risk of exposure to inventory obsolescence, and reduce our
competitiveness. Additionally, semiconductors required for our products may not always be readily available, and
we may not be able to obtain them in a timely manner to meet our production schedules. In Fiscals 2022 and 2021,
we have faced a significant shortage of semiconductors, on account of the factors discussed under “Risk Factors
– 16. The continuing impact of the COVID-19 pandemic on our business and operations is uncertain and it
may be significant and continue to have an adverse effect on our business, operations and our future financial
performance” below on page 50.

11. Under-utilization of our manufacturing capacities and an inability to effectively utilize our expanded
manufacturing capacities could have an adverse effect on our business, future prospects and future
financial performance.

The success of any capacity expansion and expected return on investment on capital expenditure is subject to,
among other factors, the ability to procure requisite regulatory approvals in a timely manner; recruit and ensure
satisfactory performance of personnel to further grow our business; and the ability to absorb additional
infrastructure costs and develop new expertise. The product requirements of, and procurement practice followed
by, our customers also affect our capacity utilization. In recent times, we have made significant investments
towards capital expenditure and improving and innovating our products and processes and are proposing to
undertake additional investments for the expansion of our manufacturing capacities at our Manufacturing
Facilities. In case of oversupply in the industry or lack of demand we may not be able to utilise our expanded
capacity efficiently. The aggregate installed capacity of each Manufacturing Facility, the volume of products
produced by the Company, Shanghai VA, Lumel SA, Lumel Alucast and the Manufacturing Facilities, and
capacity utilization of each of the Manufacturing Facilities for Fiscals 2023, 2022 and 2021, respectively is set
out below:

38
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Analog 6 Days / Week
1,596,600 812,410 Week 50.88 2,140,800 1,347,420 62.94 2,140,800 1,118,220 6 Days / Week 52.23
Panel Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 Days / 3 Shift / Day
Current 6 Days / Week
840,000 659,783 Week 78.55 1,200,000 900,000 75.00 1,320,000 1,241,203 6 Days / Week 94.03
Transformer 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Digital Panel 6 Days / Week
120,000 63,253 Week 52.71 110,400 70,200 63.59 110,400 63,327 6 Days / Week 57.36
Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Multifunctio 6 Days / Week
144,000 56,886 Week 39.50 148,800 88,800 59.68 148,800 77,393 6 Days / Week 52.01
n Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
Nashik
Rishabh 2 Shift / Day
Manufact 2 Shift / Day
1 Instruments Power 6 Days / 2 Shift / Day
uring 6 Days / Week
Limited Factor 37,200 18,959 Week 50.96 36,000 26,400 73.33 36,000 23,035 6 Days / Week 63.99
Facility I 51 Weeks /
Control 51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Power 6 Days / Week
48,000 13,299 Week 27.71 48,000 18,000 37.50 48,000 26,820 6 Days / Week 55.88
Supply 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Solar 6 Days / Week
2,160 401 Week 18.56 2,160 689 31.90 2,160 713 6 Days / Week 33.01
Invertors 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Transducer 85,200 43,509 Week 51.07 91,200 64,800 71.05 91,200 64,079 6 Days / Week 70.26
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day 1 Shift / Day
1 Shift / Day
Multimeter 57,000 33,396 6 Days / 58.59 66,600 40,872 61.37 66,600 51,413 6 Days / Week 77.20
6 Days / Week
Week 51 Weeks / Year

39
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
51 Weeks / 51 Weeks /
Year Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Switches 216,000 164,865 Week 76.33 240,000 144,000 60.00 240,000 118,334 6 Days / Week 49.31
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
Other 6 Days / 1 Shift / Day
6 Days / Week
Digital 115,200 41,985 Week 36.45 108,000 56,400 52.22 108,000 44,650 6 Days / Week 41.34
51 Weeks /
Products 51 Weeks / 51 Weeks / Year
Year
Year
Total 3,261,360 1,908,746 58.53 4,191,960** 2,757,581 65.78 4,311,960** 2,829,187 65.61
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Moulds 70 51 Week 72.86 70 61 87.14 100 92 6 Days / Week 92.00
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Press Tools 10 8 Week 80.00 10 5 50.00 10 3 6 Days / Week 30.00
51 Weeks /
Nashik 51 Weeks / 51 Weeks / Year
Year
Rishabh Manufact Year
2 Instruments uring 1 Shift / Day
1 Shift / Day
Limited Facility 6 Days / 1 Shift / Day
Die Casing 6 Days / Week
II 8 0 Week 0.00 8 0 0.00 8 5 6 Days / Week 62.50
Dies 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Jigs & 6 Days / Week
12 27 Week 225.00# 12 34 283.33# 12 10 6 Days / Week 83.33
Fixtures 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
Total 100 86 86.00 100 100 100.00 130 110 84.62
Multimeters 241,920 208,008 85.98 378,000 257,262 68.06 378,000 261,000 1.5 SHIFTS/ 69.05
Clamp Day
80,640 74,883 92.86 126,000 92,614 73.50 126,000 85,200 67.62
Meters 1.5 SHIFTS 5.5 days / week
Shanghai China Environment / Day 1.5 SHIFTS/ 42 weeks / Year
80,640 62,402 77.38 126,000 77,179 61.25 126,000 71,200 56.51
VA Manufact Meters 5.5 days / Day April and May
3
Instrument uring Power week 5.5 days / week complete
21,504 8,320 38.69 33,600 10,290 30.63 33,600 12,350 36.76
Co. Ltd Facility % Supply 42 weeks / 42 weeks / Year lockdown and
Water Meter 26,880 20,800 Year 77.38 42,000 25,726 61.25 42,000 32,700 factory closed. 77.86
Data Logger 26,880 8,320 30.95 42,000 10,290 24.50 42,000 5,000 June production 11.90
Calibrator 32,256 12,480 38.69 50,400 15,436 30.63 50,400 41,200 hampered 81.75

40
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
Thermomete
26,880 20,800 77.38 42,000 25,726 61.25 42,000 3,620 8.62
rs
Total 537,600 416,013 77.38 840,000@ 514,523 61.25 840,000 512,270 60.98
3 Shift / Day
Power 3 Shift / Day
6 days / 3 Shift / Day
network 6 days / Week
36,000 6,714 Week 18.65 36,000 8,485 23.57 36,000 16,908 6 days / Week 46.97
meters and 48 Weeks /
48 Weeks / 48 Weeks / Year
analyzers Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Digital 6 days / Week
57,600 10,763 Week 18.69 57,600 12,836 22.28 57,600 10,763 6 days / Week 18.69
meters 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
Transducers 6 days / 3 Shift / Day
6 days / Week
and 72,000 13,725 Week 19.06 72,000 15,394 21.38 72,000 16,637 6 days / Week 23.11
48 Weeks /
separators 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Temperature 6 days / Week
34,200 6,733 Week 19.69 34,200 7,579 22.16 34,200 6,844 6 days / Week 20.01
controllers 48 Weeks /
Poland 48 Weeks / 48 Weeks / Year
Year
LUMEL Manufact Year
4
SA uring 3 Shift / Day
3 Shift / Day
Facility I Power 6 days / 3 Shift / Day
6 days / Week
controllers 2,520 436 Week 17.30 2,520 458 18.17 2,520 391 6 days / Week 15.52
48 Weeks /
and SSR 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
6 days / Week
Recorders 900 200 Week 22.22 900 208 23.11 900 259 6 days / Week 28.78
48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
I/O modules, 6 days / 3 Shift / Day
6 days / Week
converters, 21,600 2,223 Week 10.29 21,600 2,234 10.34 21,600 2,086 6 days / Week 9.66
48 Weeks /
data loggers 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Analog 6 days / Week
144,000 33,353 Week 23.16 144,000 38,647 26.84 144,000 31,777 6 days / Week 22.07
meters 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year

41
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
3 Shift / Day
SMP 3 Shift / Day
6 days / 3 Shift / Day
radiation 6 days / Week
180 2 Week 1.11 180 15 8.33 180 30 6 days / Week 16.67
monitor 48 Weeks /
48 Weeks / 48 Weeks / Year
systems Year
Year
Digital 3 Shift / Day
3 Shift / Day
security 6 days / 3 Shift / Day
6 days / Week
CZIP-PRO 3,456 10 Week 0.29 3,456 10 0.29 3,456 645 6 days / Week 18.66
48 Weeks /
and CZIP- 48 Weeks / 48 Weeks / Year
Year
2R-PRO Year
SHUNT
3 Shift / Day
(Earlier part 3 Shift / Day
6 days / 3 Shift / Day
of LSA 6 days / Week
396,000 90,829 Week 22.94 396,000 95,427 24.10 396,000 79,233 6 days / Week 20.01
MFG) 48 Weeks /
48 Weeks / 48 Weeks / Year
(Mechanical Year
Year
Assly)
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
PCBs (EMS 6 days / Week
12,528,000 2,958,172 Week 23.61 12,528,000 2,400,127 19.16 12,528,000 2,534,020 6 days / Week 20.23
Production) 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
Total 13,296,456 3,123,160 23.49 13,296,456 2,581,420 19.41 13,296,456 2,699,593 20.30
3 Shift / Day
3 Shift / Day
AUTOMOT 5 days / 3 Shift / Day
6 days / Week
IVE 4,500,000 3,000,000 Week 66.67 4,500,000 2,500,000 55.56 4,500,000 3,800,000 6 days / Week 84.44
48 Weeks /
(CASTING) 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
NON 3 Shift / Day
5 days / 3 Shift / Day
AUTOMOT 5 days / Week
1,700,000 1,300,000 Week 76.47 1,700,000 1,660,000 97.65 1,700,000 1,670,000 6 days / Week 98.24
IVE 48 Weeks /
48 Weeks / 48 Weeks / Year
(CASTING) Year
Poland Year
Manufact 3 Shift / Day
LUMEL AUTOMOT 3 Shift / Day
5 uring 5 days / 3 Shift / Day
ALUCAST IVE (CNC 7 days / Week
Facility 4,000,000 2,390,000 Week 59.75 4,000,000 2,052,000 51.30 5,200,000 2,900,000 7 days / Week 55.77
MACHININ 48 Weeks /
II 48 Weeks / 48 Weeks / Year
G) Year
Year
NON 3 Shift / Day
3 Shift / Day
AUTOMOT 5 days / 3 Shift / Day
6 days / Week
IVE (CNC 1,600,000 1,210,000 Week 75.63 2,400,000 1,954,000 81.42 2,400,000 1,800,000 6 days / Week 75.00
48 Weeks /
MACHININ 48 Weeks / 48 Weeks / Year
Year
G) Year
MOULDS 3 Shift / Day 3 Shift / Day
3 Shift / Day
(TOOLSHO 45 24 5 days / 53.33 45 24 53.33 45 37 5 days / Week 82.22
5 days / Week
P) Week 48 Weeks / Year

42
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
48 Weeks / 48 Weeks /
Year Year
3 Shift / Day
TRIMING 3 Shift / Day
5 days / 3 Shift / Day
TOOL 5 days / Week
15 3 Week 20.00 15 5 33.33 15 17 5 days / Week 113.33
(TOOLSHO 48 Weeks /
48 Weeks / 48 Weeks / Year
P) Year
Year
3 Shift / Day
CNC 3 Shift / Day
5 days / 3 Shift / Day
FIXTURES 5 days / Week
15 8 Week 53.33 15 12 80.00 15 21 5 days / Week 140.00
(TOOLSHO 48 Weeks /
48 Weeks / 48 Weeks / Year
P) Year
Year
12,600,075
Total 11,800,075 7,900,035 66.95 *** 8,166,041 64.81 13,800,075*** 10,170,075 73.70
TOTAL OF ALL
All
MANUFACTURING 28,895,591 13,348,040 46.19 30,928,591 14,019,665 45.33 32,248,621 16,211,235 50.27
Products
FACILITIES (1 to 5 above)
As certified by certificate dated August 8, 2023 by Manish M Kothari, Chartered Engineer.
**The installed capacity at the Nashik Manufacturing Facility I increased: (i) in Fiscal 2022 from 3,261,360 units per annum to 4,191,960 units per annum due to product wise profit center concepts introduced and consequent addition to factory building, plant &
machinery and other manufacturing equipment, and (ii) in Fiscal 2023 from 4,191,960 units per annum to 4,311,960 units per annum due to the increase in the installed machineries.
***The installed capacity at the Poland Manufacturing Facility II increased: (i) in Fiscal 2022 from 11,800,075 units per annum to 12,600,075 units per annum due to the addition of new machinery, and (ii) in Fiscal 2023 from 12,600,075 units per annum to
13,800,075 units per annum due to the addition of new machinery.
@
During Fiscal 2022, the installed capacity of the China Manufacturing Facility, increased from 537,600 units per annum to 840,000 units per annum due to shifting of the manufacturing facility of Shanghai VA Instrument Co. Ltd from the Earlier Chinese
Manufacturing Facility to the current location in January 2021.
# During Fiscals 2021 and 2022, the capacity utilisation of the Nashik Manufacturing Facility II for manufacturing jigs and fixtures was 225.00% and 283.33%, respectively due to receipt of smaller size of jigs and fixtures requirements which consumes lesser
machine cycle time allowing production of larger quantity.
## With respect to the China Manufacturing Facility, sales of accessories for finished products have also been considered as part of the calculation of the actual units produced. In the table above, for the computation of the units produced at the China Manufacturing
Facility, the accessories have been considered as a percentage of the value of the related finished products per unit.
% The manufacturing facility of Shanghai VA Instrument Co. Ltd shifted from 881 Yecheng Rd, Jia Ding District, Shanghai 201821, China (the “Earlier Chinese Manufacturing Facility”) to its current location in January 2021. References to and details in relation
to the China Manufacturing Facility in the table above are to the Earlier Chinese Manufacturing Facility and the current China Manufacturing Facility as applicable.

Note:
1. Assumptions mentioned in the table with respect to number of shifts per day and number of working days in a week and number of weeks at a particular manufacturing facility in a financial year are assumptions for the installed capacity of such manufacturing
facility and the assumptions have been included on the basis of available resources like tools, machineries along with manpower and the period for which such manufacturing facility was shut-down during the Financial Year.

43
Under-utilization of our manufacturing capacities over extended periods, or significant under-utilization in the
short term, or an inability to fully realize the benefits of our recently implemented capacity expansion, could
materially and adversely impact our business, growth prospects and future financial performance.
As we typically do not enter into long-term contracts with our customers (provided that in our aluminium high
pressure die casting business our projects could last anywhere between five to seven years), we also face the risk
that our customers might not place any order or might place orders of lesser than expected size or may even cancel
existing orders or make change in their policies, which may result in reduced quantities being manufactured by
us resulting in under-utilization of our existing manufacturing capacity. Further, we make significant decisions,
including determining the levels of business that we will seek and accept, production schedules, personnel
requirements and other resource requirements, based on our estimates of customer orders. The changes in demand
for their products (which are in turn manufactured by us) could reduce our ability to estimate accurately future
customer requirements, make it difficult to schedule production and lead to over production and utilization of our
manufacturing capacity for a particular product. The requirements of our customers are not restricted to one type
of product and therefore variations in demand for certain types of products also requires us to make certain changes
in our manufacturing processes thereby affecting our production schedules. This may lead to over production of
certain products and under production of some other products resulting in a complete mismatch of capacity and
capacity utilization. Any such mismatch leading to over or under utilization of our Manufacturing Facilities could
adversely affect our business, results of operations, financial condition and cash flows.

12. We have in the past entered into related party transactions and may continue to do so in the future, which
may potentially involve conflicts of interest with the equity shareholders.

In Fiscals 2023, 2022 and 2021, the aggregate amount of such related party transactions was ₹ 759.83 million, ₹
520.45 million and ₹ 473.51 million, respectively. The percentage of the aggregate value of such related party
transactions to our total revenue from operations in Fiscals 2023, 2022 and 2021 was 13.34%, 11.07% and 12.14%,
respectively. The details of related party transactions are as follows:
(in ₹ million)
S. Related parties with Particulars For the Fiscal For the Fiscal ended For the Fiscal ended
No whom transactions have ended March 31, 2022 March 31, 2021
taken place March 31, 2023
1. Rishabh Instruments Sale of 170.47 92.19 91.11
Limited manufactured
EnergySolution Labs goods 7.37 6.99 5.72
Private Limited
Sifam Tinsley 1.29 1.63 Nil
Instrumentation Inc.
Shanghai VA Instrument 2.91 8.37 Nil
Co. Ltd.
Lumel Spółka Akcyjna 34.99 31.69 26.22
Lumel Alucast Spółka Z 21.52 0.66 Nil
Ograniczoną
Odpowiedzialnością
Sifam Tinsley 2.81 0.00 Nil
Instrumentation Limited
Shanti Instruments Pvt. 8.86 9.44 5.91
Ltd.
SARAN Spółka Z 0.11 Nil Nil
Ograniczoną
Odpowiedzialnością
Total 250.33 150.97 128.96
2. Rishabh Instruments Sale of traded 1.78 22.99 0.33
Limited goods
Lumel Spółka Akcyjna 1.29 1.44 1.18
Lumel Alucast Spółka Z Nil 5.60 2.27
Ograniczoną
Odpowiedzialnością
Sifam Tinsley Nil Nil 2.31
Instrumentation Limited
Shanti Instruments Pvt. 0.07 Nil Nil
Ltd.

44
S. Related parties with Particulars For the Fiscal For the Fiscal ended For the Fiscal ended
No whom transactions have ended March 31, 2022 March 31, 2021
taken place March 31, 2023
SARAN Spółka Z Nil Nil 0.05
Ograniczoną
Odpowiedzialnością
Total 3.14 30.03 6.14
3. Rishabh Instruments Sale of service 14.81 11.42 12.53
Limited
EnergySolution Labs 0.06 1.96 Nil
Private Limited
Lumel Spółka Akcyjna 0.02 5.77 17.10
Lumel Alucast Spółka Z Nil 17.12 12.39
Ograniczoną
Odpowiedzialnością
SARAN Spółka Z Nil 0.34 0.44
Ograniczoną
Odpowiedzialnością
Przedsiebiorstwo Nil Nil 0.32
Wdrozeniowe INMEL Sp.
z o.o.
Shanti Instruments Pvt. 0.27 Nil 0.46
Ltd.
Total 15.16 36.63 43.24

4. Lumel Alucast Spółka Z Sale of fixed Nil 0.82 Nil

Ograniczoną Assets
Odpowiedzialnością
Total Nil 0.82 Nil
5. Rishabh Instruments Miscellaneous Nil 0.38 0.36
Limited Income
Lumel Spółka Akcyjna 1.99 2.48 3.05
Lumel Alucast Spółka Z 1.38 1.72 1.79
Ograniczoną
Odpowiedzialnością
EnergySolution Labs 0.66 Nil Nil
Private Limited
Shanti Instruments Pvt. 1.92 1.80 1.12
Ltd.
Total 5.95 6.38 6.32
6. Dhruv Enterprises Ltd Interest Income 3.84 1.35 1.97
Lumel Alucast Spółka Z 1.90 1.86 0.67
Ograniczoną
Odpowiedzialnością
SARAN Spółka Z Nil Nil 0.24
Ograniczoną
Odpowiedzialnością
Total 5.74 3.21 2.88
7. Dhruv Enterprises Ltd Dividend 38.23 20.63 40.27
Income
Total 38.23 20.63 40.27
8. Rishabh Instruments Purchase of Raw 22.66 28.90 17.33
Limited Material
EnergySolution Labs 1.59 1.19 0.41
Private Limited
Sifam Tinsley 74.43 23.79 25.74
Instrumentation Inc.
Shanghai VA Instrument 0.22 Nil Nil
Co. Ltd
Lumel Spółka Akcyjna 53.27 60.72 40.74
Lumel Alucast Spółka Z 13.98 1.12 1.72
Ograniczoną
Odpowiedzialnością
Sifam Tinsley 63.57 55.86 43.18
Instrumentation Limited

45
S. Related parties with Particulars For the Fiscal For the Fiscal ended For the Fiscal ended
No whom transactions have ended March 31, 2022 March 31, 2021
taken place March 31, 2023
Shanti Instruments Pvt. 2.33 7.85 7.20
Ltd.
Przedsiebiorstwo Nil 0.28 Nil
Wdrozeniowe INMEL Sp.
z o.o.
Total 232.05 179.71 136.32
9. Lumel Spółka Akcyjna Purchase of Nil 0.82 Nil
Przedsiebiorstwo Fixed Assets Nil Nil 0.29
Wdrozeniowe INMEL Sp.
z o.o.
Total Nil 0.82 0.29
10. Rishabh Instruments Service Availed Nil 1.96 Nil
Limited
Sifam Tinsley 0.07 0.30 0.22
Instrumentation Inc.
Shanghai VA Instrument 0.56 0.07 Nil
Co. Ltd
Lumel Spółka Akcyjna 21.56 18.61 22.34
Lumel Alucast Spółka Z 47.89 15.15 19.26
Ograniczoną
Odpowiedzialnością
Sifam Tinsley 2.05 Nil 0.11
Instrumentation Limited
EnergySolution Labs 0.03 Nil Nil
Private Limited
SARAN Spółka Z 0.87 Nil 0.89
Ograniczoną
Odpowiedzialnością
Przedsiebiorstwo 0.34 Nil 0.24
Wdrozeniowe INMEL Sp.
z o.o.
Total 73.37 36.09 43.06
11. Sifam Tinsley Interest Expense 4.01 1.35 1.97
Instrumentation Inc.
Lumel Spółka Akcyjna 1.90 1.86 0.67
SARAN Spółka Z 4.01 4.49 0.34
Ograniczoną
Odpowiedzialnością
Anushree Goliya 0.99 0.99 0.99
Total 10.91 8.69 3.97
12. EnergySolution Labs Legal & 0.09 0.06 0.10
Private Limited Professional
Shanghai VA Instrument Fees Nil 0.13 Nil
Co. Ltd
Shanti Instruments Pvt. Nil 0.02 Nil
Ltd.
Mr. Ramakrishnan 0.40 0.30 0.28
Kottekode Parappath
SARAN Spółka Z Nil Nil 0.69
Ograniczoną
Odpowiedzialnością
Total 0.49 0.51 1.07
13. EnergySolution Labs Rent Paid 0.36 0.38 0.36
Private Limited
Total 0.36 0.38 0.36
14. Sifam Tinsley SAP Expenses Nil 0.01 Nil
Instrumentation Limited
Total Nil 0.01 Nil
15. Mr. Narendra Goliya Lease Payments 2.99 2.99 2.78
Shanti Instruments Pvt. 0.16 0.07 Nil
Ltd.

46
S. Related parties with Particulars For the Fiscal For the Fiscal ended For the Fiscal ended
No whom transactions have ended March 31, 2022 March 31, 2021
taken place March 31, 2023
SARAN Spółka Z 1.71 1.40 21.39
Ograniczoną
Odpowiedzialnością
Total 4.86 4.46 24.17
16. Narendra Goliya Managerial 18.68 16.28 15.56
Dineshkumar Musalekar Remuneration 18.80 14.41 11.11
Vishal Kulkarni 1.54 1.41 1.28
Anand Laddha 5.25 4.97 4.65
Ajinkya Joglekar 0.37 Nil Nil
Total 44.64 37.07 32.60
17. Rishabh Goliya Employee 1.56 1.45 1.22
Mohini Goliya Benefit Expenses 0.97 1.08 0.96
Total 2.53 2.53 2.18
18. Dineshkumar Musalekar ESOP Expense 69.18 Nil Nil
Vishal Kulkarni incurred for 0.68 Nil Nil
Total 69.86 Nil Nil
19. Rathin Kumar Banerjee Sitting Fees paid 0.36 0.08 0.14
Ramakrishnan Kottekode to Directors 0.28 0.08 0.14
Parappath
Siddharth Bafna 0.26 Nil Nil
Astha Kataria 0.06 Nil Nil
Narendra Goliya 1.28 1.36 1.38
Total 2.24 1.52 1.66
20. Rishabh Instruments Trade 64.59 27.74 22.31
Limited Receivables
EnergySolution Labs 1.17 8.21 5.17
Private Limited
Sifam Tinsley 0.27 Nil Nil
Instrumentation Inc.
Shanghai VA Instrument 1.44 Nil Nil
Co. Ltd
Lumel Spółka Akcyjna 7.81 11.21 6.32
Lumel Alucast Spółka Z 0.40 0.76 1.38
Ograniczoną
Odpowiedzialnością
Sifam Tinsley 2.95 Nil Nil
Instrumentation Limited
SARAN Spółka Z 0.03 Nil Nil
Ograniczoną
Odpowiedzialnością
Shanti Instruments Pvt. 9.10 4.60 4.58
Ltd.
Total 87.76 52.52 39.76
21. Rishabh Instruments Trade Payable 3.53 11.39 5.94
Limited
EnergySolution Labs 0.23 0.20 0.21
Private Limited
Sifam Tinsley 25.10 9.96 5.93
Instrumentation Inc.
Shanghai VA Instrument 0.34 0.47 Nil
Co. Ltd
Lumel Spółka Akcyjna 15.23 12.71 9.84
Lumel Alucast Spółka Z 1.47 Nil 3.21
Ograniczoną
Odpowiedzialnością
Sifam Tinsley 12.12 13.19 10.05
Instrumentation Limited
Shanti Instruments Pvt. 1.71 2.95 2.29
Ltd.
SARAN Spółka Z 2.47 1.09 Nil
Ograniczoną
Odpowiedzialnością

47
 S. Related parties with Particulars For the Fiscal For the Fiscal ended For the Fiscal ended
No whom transactions have ended March 31, 2022 March 31, 2021
taken place March 31, 2023
Przedsiebiorstwo Nil 0.03 0.01
Wdrozeniowe INMEL Sp.
z o.o.
Total 62.20 51.99 37.48
22. Dhruv Enterprises Limited Loans and 24.44 25.43 30.67
Lumel Alucast Spółka Z advances Nil 27.07 17.57
Ograniczoną
Odpowiedzialnością
Rishabh Instruments 8.38 Nil Nil
Limited
Total 32.82 52.50 48.24
23. Sifam Tinsley Borrowings 24.29 22.32 21.55
Instrumentation Inc.
Lumel Spółka Akcyjna Nil 27.07 17.57
SARAN Spółka Z 157.39 163.04 220.06
Ograniczoną
Odpowiedzialnością
Ms. Anushree Goliya 9.00 9.00 9.00
Total 190.68 221.43 268.18
24. Sifam Tinsley Interest Payable 1.49 3.11 9.11
Instrumentation Inc.
Total 1.49 3.11 9.11
25. Narendra Goliya Remuneration 1.11 4.11 4.11
Dineshkumar Musalekar Payable 1.57 1.20 0.93
Vishal Kulkarni 0.12 0.11 0.10
Anand Laddha 0.23 0.21 0.20
Ajinkya Joglekar 0.03 Nil Nil
Rishabh Goliya 0.28 0.25 0.21
Mohini Goliya 0.23 0.19 0.18
Total 3.57 6.07 5.73
26. Shanghai VA Instrument Other Payables 8.30 Nil Nil
Co. Ltd
Total 8.30 Nil Nil

In the ordinary course of our business, we enter into and will continue to enter into transactions with related
parties. While we believe that all such related party transactions that we have entered into are not prejudicial to
the interest of the Company and are conducted on an arms’ length basis in accordance with the Companies Act
and other applicable regulations pertaining to the evaluation and approval of such transactions and all related party
transactions that we may enter into post-listing, will be subject to Board or Shareholder approval, as necessary
under the Companies Act and the SEBI Listing Regulations, in the interest of the Company and its minority
Shareholders and in compliance with the SEBI Listing Regulations, we cannot assure you these arrangements in
the future, or any future related party transactions that we may enter into, individually or in the aggregate,
will provide us with the anticipated or expected benefit. Further, any future transactions with our related parties
could potentially involve conflicts of interests. There can be no assurance that our Directors and executive officers
will be able to address such conflicts of interests or others in the future.

13. Our Company will not receive any proceeds from the Offer for Sale.

The Offer consists of a Fresh Issue and an Offer for Sale. The Selling Shareholders shall be entitled to the proceeds
from the Offer for Sale (net of their portion of the Offer-related expenses) and our Company will not receive any
proceeds from the Offer for Sale. Other than our Chairman and Managing Director (as the second holder of
Offered Shares of Asha Narendra Goliya and Rishabh Narendra Goliya and in his capacity as karta of Narendra
Rishabh Goliya (HUF)), none of our Directors or Key Managerial Personnel will receive, in whole or in part, any
proceeds from the Offer.
14. Failure to manage component and material purchasing and shortages in the supply of our major
production inputs could adversely affect our ability to deliver contracted volumes of manufactured
products, increase our inventory carrying costs, increase our risk of exposure to inventory obsolescence
and may have a material adverse effect on our results of operations and financial condition.

48
Efficient component and material purchasing is critical to our manufacturing processes and our ability to fulfil
customer orders. We source components and other inputs, including printed circuit boards, cold-rolled grain
oriented steel, microprocessors/ microcontroller semiconductor chips, aluminium, copper, polycarbonate used in
our manufacturing operations, and in certain cases from suppliers identified by our OEM customers or, in some
cases, directly from our OEM customers. We source these materials directly and they may be subject to significant
price volatility due to changes in global demand, supply disruptions and other factors. Certain of our customer
contracts permit quarterly or other periodic prospective adjustments to pricing based on changes in component
prices and other factors, we typically bear the risk of component price increases that occur between any such re-
pricings. Some of the products we manufacture require components that are only available from one manufacturer.
In these cases, supply shortages will substantially curtail production using a particular component such as
semiconductors, microcontrollers, cold-rolled grain-oriented steel, copper and polycarbonate. A supply shortage
may increase our costs if we are forced to pay higher prices for components or raw materials or both, or if we
have to redesign or reconfigure products to accommodate a substitute component. When prices rise, they may
impact our margins and results of operations if we are not able to pass the increases onto our customers or
otherwise offset them. For instance, in the past, we have faced a significant shortage of key components and
inputs, particularly, semiconductors that are imported from various geographies. There has been a significant
amount of stockpiling of semiconductors by OEMs in various sectors. The lockdowns and restrictions in response
to the COVID-19 pandemic have affected deliveries of semiconductors from our suppliers to us. We are highly
dependent on our imports of semiconductors from various geographies, which we cannot assure you that we will
be able to continue to obtain in the future, at current levels or at all. Additionally, our Nashik Manufacturing
Facility I, due to dependence on a single manufacturer of microcontrollers have also undertaken spot purchasing
of microcontrollers at high prices to maintain production of its products. Further, prices of copper and
polycarbonate have undergone significant change which has increased cost of our manufactured products. We
may not be able to purchase the components and materials needed at favourable prices. Significant shortages or
delay in the supply or increase in costs of our major production inputs may adversely affect our ability to deliver
contracted volumes of manufactured products, increase our inventory carrying costs, increase our risk of exposure
to inventory obsolescence, and reduce our competitiveness. The components and inputs required for our business
may not always be readily available, and we may not be able to obtain them in a timely manner to meet our
production schedules. In Fiscals 2022 and 2021, we have faced a significant shortage of key components and
inputs, on account of the factors discussed under “Risk Factors – 16. The continuing impact of the COVID-19
pandemic on our business and operations is uncertain and it may be significant and continue to have an
adverse effect on our business, operations and our future financial performance” below on page 50. These
shortages have had an adverse effect on our manufacturing operations, quantities produced, and revenues in
Fiscals 2022 and 2021.

15. Failure to maintain optimal inventory levels could increase our inventory holding costs and adversely
affect our operations and financial condition.

There may be significant fluctuations in the demand for our products and components, as well as fluctuations in
commodity prices, which increases the difficulty for us to determine and consequently maintain optimal levels of
inventory. Maintenance of optimal inventory is critical for our business and has in the past been a critical
component of managing lower demand and material shortages. For instance, we increased our raw material
inventory by ₹ 91.28 million and to a lesser extent, increased work-in-progress inventory as well by ₹ 12.92
million during Fiscal 2021 in an attempt to manage the impact of the COVID-19 pandemic on our business. We
also increased inventory levels of finished goods as well as work-in-progress goods by ₹ 73.92 million and ₹ 93.63
million during Fiscal 2022. While we built up our inventory primarily to cover the semiconductor shortage and
keep the production cycles intact, some of the increased in inventory also occurred organically reflecting the
ongoing recovery from the effects of the COVID-19 pandemic and the gradual normalization of payment cycles.
These efforts resulted in us steadily increasing our capital employed turnover despite the COVID-19 impact in
Fiscal 2021 to ₹ 3,669.90 million which accounted for 12.16% in Fiscal 2021 and to ₹ 3,930.29 million which
accounted for 15.20% in Fiscal 2022. However, we cannot guarantee that we will always be able to maintain
optimal inventory levels in the future.

We may not be able to anticipate demand for our products and components accurately. We frequently need to
manage long lead times in inventory sourcing and procurement and rely on resource planning systems such as our
in-house integrated material planning and inventory management system to coordinate the sourcing, shipment,
tracking and delivery schedules for our inventory. We generally maintain inventory at a level sufficient for our
business. We may from time to time increase the amount of consumables and packaging we retain in anticipation
of customer demand, such as periods when our customers indicate to us that a new, high volume end product will
soon be announced to the public. However, we may not have sufficient inventories of components at any given

49
time to meet sharp increases in our customers’ requirements. If the demand for our services is weaker than
anticipated, or if a customer reduces or cancels orders after we have increased our inventory levels, or is unable
or unwilling to accept delivery of our finished products for any reason, we may experience problems with
excessive inventory of components and other supplies and semi-finished goods, which could increase our
inventory holding costs and adversely affect our operations and financial condition.

16. The continuing impact of the COVID-19 pandemic on our business and operations is uncertain and it
may be significant and continue to have an adverse effect on our business, operations and our future
financial performance.

An outbreak of COVID-19 was recognized as a pandemic by the World Health Organization (“WHO”) on March
11, 2020. In response to the COVID-19 outbreak the governments of many countries, including India, had taken
and may continue to take preventive or protective actions, such as imposing country-wide lockdowns, restrictions
on travel and business operations and advising or requiring individuals to limit time spent outside of their homes.
Temporary closures of businesses were ordered, and numerous other businesses were temporarily closed on a
voluntary basis as well. For most of Fiscal 2021, the COVID-19 pandemic caused widespread and prolonged
lockdowns throughout India. As a consequence of these lockdowns, our supply chain was disrupted, large parts
of our workforce were unable to attend work at our Manufacturing Facilities, and social distancing requirements
imposed further restrictions on the number of people who could work in our production lines. The lockdowns in
India and in other countries, specifically China (due to its zero-COVID policy), caused major supply chain
disruptions in Fiscals 2021 and 2022, particularly in China, including shortages of semiconductors,
microcontrollers, cold-rolled grain-oriented steel, polycarbonate and other material and components. The
nationwide lockdown in India during April 2020 resulted in the full closure of our Nashik Manufacturing Facilities
for 22 days of Fiscal 2021, resulting in no production for that period. Subsequent social distancing requirements
also meant that significantly fewer workers were able to come into our Nashik Manufacturing Facilities, which
materially reduced our production capacity. Additionally, our manufacturing operations in Poland were also
affected due to reduced number of orders. Further, with lockdowns imposed in China, our manufacturing
operations in China were severely affected and our China Manufacturing Facility has experienced and may
experience in future long shutdown, due to the zero-COVID policy of the Chinese government. The “second
wave” of the COVID-19 pandemic in India started in April 2021 and continued until June 2021. The second wave
caused widespread fatalities, severely strained healthcare resources across the country and adversely affected our
operations during the first three months of Fiscal 2022. Following the second wave and with increased vaccination
and relaxation in social distancing norms, operations in our facilities partially stabilized. These efforts resulted in
us steadily increasing our capital employed turnover despite the COVID-19 impact in Fiscal 2021 to ₹ 3,669.90
million which accounted for 12.16% in Fiscal 2021 and to ₹ 3,930.29 million which accounted for 15.20% in
Fiscal 2022. These factors resulted in:

1. Our total revenue from operations decreasing to ₹ 3,899.56 million in Fiscal 2021; and

2. Capacity utilization of our: (a) Nashik Manufacturing Facility I declined to 58.53% in Fiscal 2021, (b)
Poland Manufacturing Facility I declined to (i) 23.49% in Fiscal 2021; and (ii) 19.41% in Fiscal 2022,
and (c) Poland Manufacturing Facility II declined to (i) 66.95% in Fiscal 2021; (ii) 64.81% Fiscal 2022.

While our operations have resumed to full normalcy in Fiscal 2023, there can be no assurance that we will not
face any disruptions or modifications to our contracts and arrangements in future. The duration and extent of the
effect of COVID-19 on our business and results of operations remains uncertain and is dependent on spread of
COVID-19 and steps taken by GoI to mitigate the economic impact and may differ from our estimates. If the
COVID-19 pandemic persists, whether through the outbreak of new virus strains or otherwise, further lockdowns
and travel disruptions may occur, factory closures may be required, and we may experience lower production
levels, additional direct costs and decrease in revenue. For example, a new COVID-19 variant named Omicron
was detected in November 2021 and caused major supply chain disruptions. In addition, if our suppliers
experience COVID-19 related closures or reductions in their capacity utilization levels in the future, we may have
difficulty sourcing the materials necessary to fulfil production requirements. Any of these factors could have a
material adverse effect on our business, financial condition and results of operations. In addition, we cannot predict
the impact that the COVID-19 pandemic will have on our customers, suppliers and other business partners, and
each of their financial conditions; however, any material effect on these parties could adversely impact us.
As of the date of this Prospectus, there is significant uncertainty relating to the severity of long-term adverse
impact of the COVID-19 pandemic on the global economy, global financial markets and the Indian economy, and
we are unable to accurately predict the long-term impact of the COVID-19 pandemic on our business. To the

50
extent that the COVID-19 pandemic adversely affects our business and operations, it may also have the effect of
heightening many of the other risks described in this section “Risk Factors”.

17. Foreign exchange fluctuations may adversely affect our earnings and profitability.

We are exposed to foreign exchange rate fluctuations (mainly in US$, Euro, PLN, RMB and GBP) in respect of
(i) revenue from overseas business in foreign denominations; (ii) our foreign currency denominated borrowings;
(iii) currency translation losses for the purpose of preparing our consolidated financial statements (which are
presented in Indian Rupees), on account of our global operations; and (iv) value of our foreign assets.

Our revenues, operating expenses and finance costs are influenced by the currencies of those countries where we
manufacture and/or sell our products. The exchange rate between the Indian Rupee and these currencies, primarily
the US$, Euro, PLN, RMB and GBP have fluctuated in the past and our results of operations have been impacted
by such fluctuations in the past and may be impacted by such fluctuations in the future. For example, during times
of strengthening of the Indian Rupee, we expect that our overseas sales and revenues will generally be negatively
impacted. However, the effect of depreciation in the Indian Rupee may not be sustained or may not show an
appreciable impact on our results of operations in any given financial period due to other variables impacting our
business and results of operations during the same period. Moreover, as the borrowing arrangements availed by
certain of our foreign Subsidiaries are foreign currency denominated, we expect that our cost of borrowing as well
as our cost of raw materials and components incurred by our foreign Subsidiaries may rise during a sustained
depreciation of the relevant foreign currency against the Indian Rupee.

While we seek to pass on all losses on account of foreign currency fluctuations to our customers, our ability to
foresee future foreign currency fluctuations is limited. In relation to our products which are priced in foreign
currencies, the strengthening of these currencies against the Indian Rupee results in gains and the weakening of
these currencies results in losses for our Company. While our Company does not have a hedging policy, as an
effort to mitigate any significant currency fluctuations, we typically agree to renegotiate/reset prices of our
products on a periodic basis including adjustments on account of currency fluctuations beyond a specified range,
which may vary between customers, depending on terms negotiated with such customers from time to time. The
said permitted adjustments in our prices are generally effected with a prospective effect and may not be adequate
to fully set-off the effect of foreign currency fluctuations, which may result, as earlier mentioned, in either losses
or gains for our Company.

18. We are dependent on our Promoter, management team, a number of Key Managerial Personnel and
Senior Management and the loss of or our inability to attract or retain such persons could adversely
affect our business, results of operations and financial condition.

We are dependent on our Promoter, Directors, Senior Management and other Key Managerial Personnel for setting
our strategic business direction and managing our business. Our Promoter has over four decades of experience in
the manufacturing and electrical industry. We believe that the inputs and experience of our Promoter is valuable
for the development of our business and operations and the strategic directions taken by our Company. While we
do not have a business succession policy in place, over the years we have been actively implementing measures
to transition from a promoter driven business to a professional management team driven business. However, there
can be no assurance that we will be able to successfully transition as anticipated. Additionally, we are also
dependent on our Key Managerial Personnel and Senior Management including our business heads for the day-
to-day management of our business operations. While there has been no attrition of the Key Managerial Personnel
and Senior Management of the Company in Fiscals 2023, 2022 and 2021, we cannot assure you that we will be
able to retain these employees or find adequate replacements in a timely manner, or at all. Our ability to meet
continued success and future business challenges depends on our ability to attract, recruit and train experienced,
talented and skilled professionals. Competition for individuals with specialized knowledge and experience is
intense in our industry. The loss of the services of any key personnel or our inability to recruit or train a sufficient
number of experienced personnel or our inability to manage the attrition levels in different employee categories
may have an adverse effect on our financial results and business prospects. Further, as we expect to continue to
expand our operations and develop new products, we will need to continue to attract and retain experienced
management personnel. If we are unable to attract and retain qualified personnel, our results of operations may be
adversely affected.

19. We are unable to trace some of our historical records including forms filed with the Registrar of
Companies and there are certain discrepancies in records available with us as well as our filings with
the Registrar of Companies. There have been certain instances of non-compliances, including with

51
 respect to certain secretarial/ regulatory filings for corporate actions taken by our Company in the past.
Consequently, we may be subject to regulatory actions and penalties for any such non-compliance and
our business, financial condition and reputation may be adversely affected.

Certain of our Company’s corporate records are not traceable. These records include: (i) return of allotment (Form
2) for the further issuances made on February 15, 1983, December 18, 1984, March 21, 1989, June 25, 1992 and
August 21 ,1992, and; (ii) return of buy-back (Form 4C and Form 23AA) for buy-back completed on July 14,
2001. Such non traceable forms required to be filed with the RoC comprise of 0.33% of the total paid up capital.
We have included these details in the Draft Red Herring Prospectus, the Red Herring Prospectus and this
Prospectus in reliance on the other corporate records, such as, board resolutions, where available, and the search
report dated December 29, 2022 prepared by MV and Associates, Company Secretaries (Membership number:
6434), and certified by their certificate dated December 29, 2022 (“RoC Search Report”) pursuant to their
inspection and independent verification of the documents available/ maintained by our Company, the Ministry of
Corporate Affairs at the MCA Portal and the RoC. Further we are also unable to trace the regulatory filings for
the original appointment of our Director, Narendra Joharimal Goliya in the year 1982. For further information,
see section “Capital Structure – Share Capital History of our Company” on page 101.
In addition, our Company has been unable to trace records in relation to transfer of equity shares of ₹ 100 each of
our Company to our Promoter. These include transfers dated April 7, 1983, March 25, 1996, April 15, 1996 and
December 8, 2001. Further, there are certain discrepancies in the records maintained by our Company in relation
to certain transfer of such equity shares of our Company by and from our Promoter. For instance, the share transfer
form for the transfer of 100 equity shares from Joharimal R. Goliya to Narendra Joharimal Goliya on September
2, 1996 available in our records is incorrect, as Joharimal R. Goliya had transferred his entire shareholding to
Narendra Joharimal Goliya on December 5, 1991. Such non traceable transfer forms comprise of 0.02% of the
total paid up capital. We cannot assure you that the relevant corporate records will become available in the future
or that regulatory proceedings or actions will not be initiated against us in the future and we will not be subject to
any penalty imposed by the competent regulatory authority in this respect. Further, there have been the certain
instances of delays and non-compliances in relation to secretarial/ regulatory filings in the past. For instance, due
to certain inadvertent delays, our Company was not able to notify the RBI of investment made by SACEF on
September 21, 2022 (pursuant to a bonus issue) and submit Form FC-GPR within the period prescribed under
applicable foreign exchange regulations. While we have filed Form FC-GPR with RBI, we cannot assure you that
we will not be subject to any legal proceedings or regulatory actions, including monetary penalties by statutory
authorities on account of any inadvertent discrepancies in our secretarial filings and/or corporate records in the
future, which may adversely affect our business, financial condition and reputation.
20. Our operations are dependent on continuous research & development and our inability to identify and
understand evolving industry trends, technological advancements, customer preferences and develop
new products to meet our customers’ demands may adversely affect our business.

We operate five manufacturing facilities out of which two are located in India and Poland each and one in China.
We also have one modification centre each in the United States and the United Kingdom, respectively. The
manufacturing, distribution and development of a broad range of electrical automation devices, metering, control
and protection devices, portable test and measuring instruments, solar string inverters and aluminium high
pressure die-casting, are characterised by technological advancements, introduction of innovative products, price
fluctuations and intense competition. The laws and regulations applicable to our products, and our customers’
product and service needs, change from time to time, and regulatory changes may render our products and
technologies non-compliant or obsolete. Our ability to anticipate changes in technology and regulatory standards,
understand industry trends and requirements, changes in customer preferences and to successfully develop and
introduce new and enhanced products to create new or address unidentified needs among our current and potential
customers in a timely manner, is a significant factor in our ability to remain competitive. See section “Our
Business – Strategies – Enhance product innovation, engineering and design competence while focussing on
higher value addition” on page 252. This depends on a variety of factors, including meeting development,
production, certification and regulatory approval schedules; execution of internal and external performance plans;
availability of supplier and internally produced parts and materials; performance of suppliers; hiring and training
of qualified personnel; achieving cost and production efficiencies; identification of emerging regulatory and
technological trends in our target end markets; validation and performance of innovative technologies; the level
of customer interest in new technologies and products; and the costs and customer acceptance of the new or
improved products. For instance, in the last three Fiscals, our Company developed 12 new products such as 3
phase CT with RJ12 connector, 3 phase Nano CT with RJ12 connector, LM 1350/60 with RJ connector, Rish
Master 3440i DL, Genset controller, Rish Relay, Rish Solar clamp, Rish LM 1340, LM 1380, Rish CD30/60, Rish
ELPR etc and Lumel SA developed eight new products such as N20ZPlus, N20Plus, CR3, N32H, N32U, CR4,

52
N32P, N32O, KD6. In Fiscals 2023, 2022 and 2021, revenue from sale of such new products contributed ₹ 179.85
million, ₹ 60.31 million and ₹ 9.78 million, respectively, representing 3.16%, 1.28% and 0.25%, respectively, of
our total revenue from operations, in such periods. There can be no assurance that we will be able to secure the
necessary technological knowledge through our own R&D or through strategic acquisitions that will allow us to
continue to develop our product portfolio or that we will be able to respond to industry trends by developing and
offering cost effective products. We may also be required to make significant investments in R&D, which may
strain our resources and may not provide results that can be monetized. If we are unable to obtain such knowledge
in a timely manner, or at all, we may be unable to effectively implement our strategies, and our business and
results of operations may be adversely affected. Continued growth could also strain our ability to maintain quality,
develop and improve our operational, financial, legal and management controls, and enhance our reporting
systems and procedures. Our expenses may grow faster than our revenues, and our expenses may be greater than
we anticipate. We may expand into geographic areas where local regulations or regulators could result in
unanticipated costs or where local market conditions may prove to be unfavourable for our business model.
Managing our growth will require significant expenditures and allocation of valuable management resources. If
we fail to achieve the necessary level of efficiency in our organisation as it grows, our business, operating results
and financial condition could be harmed. We have a strategic focus on R&D, which includes our R&D centres in
India, Poland and China. For instance, few of the electrical measurement and test equipment and electrical
equipment for measurement use manufactured at Nashik Manufacturing Facility I are certified to bear the ‘CSA
Mark’ under the United States Standards, certain products such as electrical transducers, multifunction meters,
analog panel meters, digital panel meters, transformers, etc. are certified to bear the ‘CE’ mark under European
Union legislation and certain products such as components of instruments transformers, RISH CLAMP 1000A
AC/DC, RISH CLAMP 300A AC/DC, RISH CLAMP 1000A AC, RISH CLAMP 300A AC, RISH Master 3440
Series, RISH Master 3480 Series etc. are certified to bear the ‘UL’ mark. Our Nashik Manufacturing Facility II is
NABL accredited and ISO certified in testing and quality management system. Our Poland Manufacturing
Facilities hold various accreditations including ISO 9001:2015, ISO 14001:2015 and IATF 16949:2015. Our
China Manufacturing Facility also holds an ISO 9001:2015 certification of quality management system. There
can be no assurance that these certifications will be renewed, that such renewals will occur in a timely manner.
An expansion of our products may require additional certifications which we do not have and which we may not
be able to obtain in a timely manner. Any delay in obtaining certifications, revocation of an existing certification,
or refusal to grant a certification could materially adversely impact our relationship with our customers and our
expected future operations. We cannot assure you that our R&D efforts will result in new technologies or products
being developed on a timely basis or meet the needs of our customers as effectively as competitive offerings. We
have invested substantial effort, funds and other resources towards our R&D activities. In Fiscals 2023, 2022 and
2021, our capital expenditures were ₹ 158.30 million, ₹ 223.55 million and ₹ 317.99 million, respectively,
representing 2.78%, 4.75% and 8.15%, respectively, of our total revenue from operations, in such periods. Further,
in Fiscals 2023, 2022 and 2021, our expenditure on research and development was ₹ 134.51 million, ₹ 93.56
million and ₹ 96.33 million, respectively, representing 2.36%, 1.99% and 2.47%, respectively, of our total revenue
from operations, in such periods. However, our ongoing investments in research and development for new
products and processes may result in higher costs without a proportionate increase in revenues. Delays in any part
of the process, our inability to obtain necessary regulatory approvals for our products or failure of a product to be
successful at any stage could adversely affect our business. Consequently, any failure on our part to successfully
introduce new products and processes may have an adverse effect on our business, results of operations and
financial condition. Further, our competitors may develop competing technologies that gain market acceptance
before or instead of our products. In addition, we may not be successful in anticipating or reacting to changes in
the regulatory environments in which our products are sold, and the markets for our products may not develop or
grow as we anticipate. We are also subject to the risks generally associated with new process technologies and
product introductions, including lack of market acceptance, delays in product development and failure of products
to operate properly which may lead to increased warranty claims.

21. We may face an adverse impact on our international sales and earnings as a result of risks associated
with our international sales and multi-location operations in various geographies. The demand for our
products in foreign countries is subject to international market conditions and regulatory risks that could
adversely affect our business and results of operations.

In the last three Fiscals i.e. 2023, 2022 and 2021, we have served customers in over 100 countries including India,
Germany, the United States, the United Kingdom and the Middle East. Although no single country accounts for
more than 20% of our global sales, a significant portion of our revenue is generated from the sale of exports. The
breakup of revenue generated from our Indian and overseas operations as a percentage of total revenue from
operations is as follows:

53
 S. No. Segment Revenue Fiscal 2023 Fiscal 2022 Fiscal 2021
(in ₹ (in %) (in ₹ (in %) (in ₹ (in %)
million) million) million)
1. Indian operations 1,951.10 34.26 1,511.58 32.14 1,257.70 32.25
2. Overseas operations 3,774.30 65.74 3,190.92 67.86 2,641.86 67.75
Total 5,695.40 100 4,702.50 100 3,899.56 100

Five of our operational Subsidiaries are incorporated in overseas jurisdictions, i.e. two in Poland and one each in
China, the United States and the United Kingdom. In Fiscals 2023, 2022 and 2021, the continent wise sales break-
up of our Company is set forth below:

S. No Name of the Continent Fiscal 2023 Fiscal 2022 Fiscal 2021

(in ₹ (in %) (in ₹ (in %) (in ₹ (in %)
million) million) million)
1. Africa 25.04 0.44 28.61 0.61 24.98 0.64
2. Asia 1,276.34 22.41 1,054.47 22.42 1,042.24 26.73
3. Europe 4,000.31 70.24 2,933.67 62.39 2,350.45 60.27
4. America (North America 346.66 6.09 248.01 5.27 176.20 4.52
and South America)
5. Australia 47.06 0.83 437.74 9.31 305.69 7.84
Total 5,695.40 100 4,702.50 100 3,899.56 100

We are affected by risks inherent in international sales and operations, including:

• economic cycle and demand for our products in the international markets;
• currency exchange rate fluctuations;
• regional economic or political uncertainty;
• currency exchange controls;
• differing accounting standards and interpretations;
• differing labour regulations;
• competition from local competitors who may have more experience in such markets and may receive
concessions or benefits which are not available to us in such jurisdictions;
• differing domestic and foreign customs, tariffs and taxes;
• current and changing regulatory environments;
• difficulty in staffing and managing widespread operations;
• coordinating and interacting with local representatives and counterparties to fully understand local business
and regulatory requirements; and
• availability and terms of financing.

Selling products in international markets and maintaining and expanding international operations require
significant coordination, capital and resources. It exposes us to a number of risks globally, including, without
limitation compliance with local laws and regulations, which can be onerous and costly as the magnitude and
complexity of, and continual amendments to, those laws and regulations are difficult to predict and the liabilities,
costs, obligations and requirements associated with these laws and regulations can be substantial. Therefore, any
developments in the industries in which our customers operate could have an impact on our sales from exports if
such events were to occur on a global or industry-wide scale. From time to time, tariffs, quotas and other tariff
and non-tariff trade barriers may be imposed on our products in jurisdictions in which we operate or seek to sell
our products. There can be no assurance that the European Union and the United States, among others, where we
seek to sell our products will not impose trade restrictions on us in future. We may also be prohibited from
exporting to certain countries that may be added to a sanctions list maintained by the GoI or other foreign
governments. Any such imposition of trade barriers may have an adverse effect on our results of operations and
financial condition. For instance, the global economy has been negatively impacted by the conflict between Russia
and Ukraine. Governments in the United States, the United Kingdom, and the European Union have imposed
sanctions on certain products, industry sectors, and parties in Russia. The conflict has negatively impacted regional
and global financial markets and economic conditions, and result in global economic uncertainty and increased
costs of various commodities, raw materials, energy and transportation. In addition, recent increases in inflation
and interest rates globally, including in India, could adversely affect the prices of raw materials and commodities.
Moreover, the length and complexity of our internal production chain make us vulnerable to numerous risks, many
of which are beyond our control, which may cause significant interruptions or delays in production or delivery of
our products to our customers. To the extent that we are unable to effectively manage our global operations and
risks such as the above or fail to comply with the changing international regulations and resolve cultural

54
differences, we may be unable to grow or maintain our sales and profitability, or we may be subject to additional
unanticipated costs or legal or regulatory action. As a consequence, our business, financial condition, results of
operations and prospects may be adversely affected.

22. We may not be able to replicate our previous success in the new industries we are targeting for future
growth.

We are a vertically integrated player involved in designing, developing, manufacturing and supplying: (a)
electrical automation devices; (b) metering, control and protection devices; (c) portable test and measuring
instruments; (d) solar string inverters. In addition, we manufacture and supply aluminium high pressure die-
casting through our Subsidiary, Lumel Alucast. Our product portfolio consists of over 145 product lines
comprising 0.13 million stock keeping units as of May 31, 2023. Anchored by our 40-year presence in India, we
strategically expanded our operations to overseas markets and have acquired and/or established seven foreign
Subsidiaries – three in Poland, one in the United Kingdom, one in the United States of America, one in China and
one in Cyprus and we have served customers in over 100 countries in Fiscals 2023, 2022 and 2021 across a
multitude of industries from industrial (FMCG, pharmaceutical, cement, steel, railways), power (generation,
transmission and distribution, renewable energy, oil and gas), OEM industries (transformer, motor, cable and
special machine manufacturers) and new applications (data centre, laboratories, semiconductors, consumer
electronics, and building automation). We began with a single office in Nashik in 1982 and have since steadily
extended our presence not only in India but globally as well. Anchored against our presence in India, we steadily
extended our global reach by way of strategic acquisitions in Europe, the United Kingdom and China. We now
have five manufacturing facilities in India, Poland and China.

We have historically pursued a strategy of inorganic growth. For details, see “Our Business– Strengths – Track
record of successful integration of acquired businesses or entities across geographies” on page 250.

In particular, during Fiscal 2012, we completed our acquisition of Lubuskie Zakłady Aparatów Elektrycznych
“Lumel” Spółka akcyjnain Poland, which (together with Lumel) has a 70-year operating history, we gained a
platform for further penetration particularly in Central and Eastern European markets. Since then, we acquired
businesses in China during Fiscal 2020, giving us access to environmental TMI products portfolio, and
subsequently in Poland during Fiscal 2021, we acquired a division of Relpol S.A. which supplemented our
medium voltage relay offering.

Our recent inorganic growth has resulted not only in the addition of new products, but new technical capabilities
as well. As a result, our highly diversified capabilities require extensive management bandwidth to be divided
across our various business segments. To the extent that we are unable to effectively manage the companies and
businesses we acquire, we may face risks such as those described in “Risk Factors –21. We may face an adverse
impact on our international sales and earnings as a result of risks associated with our international sales and
multi-location operations in various geographies. The demand for our products in foreign countries is subject
to international market conditions and regulatory risks that could adversely affect our business and results of
operations” above on page 53, or fail to comply with the international regulations which we may be unfamiliar
with and be subject to, or fail to resolve cultural differences and achieve synergies of integration, we may be
unable to grow or maintain our sales and profitability, or we may be subject to additional unanticipated costs.

We propose to utilise our technological and R&D capabilities as product innovation is an important and consistent
objective for us. We propose to continue to improve the in-house testing, design and innovation capabilities which
we rely on. We propose to add resources and technical development while continuing to explore opportunities for
collaboration and inorganic growth. In terms of product innovation in existing segments, we propose to focus on
developing products. See “Our Business – Strategies – Enhance product innovation, engineering and design
competence while focussing on higher value addition” on page 252. Our product innovation goals have been
facilitated by the fungibility of our tools, equipment, software, systems and production lines, several of which can
be used across our segments and their end products. The success of our efforts depends on a number of factors,
including a sufficient understanding of OEMs in the related industries and their end markets, timely and successful
product development by us and/or our OEM customers in those industries, and market acceptance of the products
we manufacture. We will also need to further build the capabilities of the core segments we have to build our
business in these industries, market our existing capabilities and the service offerings we are developing to new
customers in those industries, and strengthen our R&D efforts to be able to provide value added services to those
customers. If we fail to achieve these objectives, our business and prospects may be materially and adversely
affected, and our revenue and profitability may decrease. Furthermore, our strategic objectives are premised on
the projected growth of the industries which comprise our core segments. If those industries do not grow as

55
expected, or if our customers in those industries experience a sustained decline in demand for their products, our
order volumes could decline, materially and adversely affecting our business, financial condition and results of
operations.

23. A shortage or non-availability of essential utilities such as electricity, water and gas could affect our
manufacturing operations and have an adverse effect on our business, results of operations and
financial condition.

Our business operations are heavily dependent on continuous supply of electricity, water and gas which are critical
to our manufacturing operations. While for our Nashik Manufacturing Facilities our power requirements are met
through Maharashtra State Electricity Distribution Company Limited, we cannot assure you that these will be
sufficient and/or, that we will not face a shortage of electricity despite these arrangements. Further, while water
is procured from the Maharashtra Industrial Development Corporation for our Nashik Manufacturing Facilities
and gas requirements at our Poland Manufacturing Facilities is procured from PGNiG Obrot Delaliczny sp. Z o.o.,
While there have not been any instances of shortage or non-availability of essential utilities in the last three Fiscals,
any shortage or non-availability of water or electricity or gas in the future could result in temporary shut-down of
a part, or all, of our operations at the location experiencing such shortage. For instance, our Poland Manufacturing
Facility II requires natural gas for the aluminium high-pressure die casting business. Due to the recent conflict
between Russia and Ukraine and sanctions imposed on Russia by the Government of Poland, Russia may shut
down the supply of natural gas to Poland. In view of the possibility of low or no availability of natural gas, the
Government of Poland may introduce certain restrictions on the consumption of natural gas wherein our Poland
Manufacturing Facility II will be required to reduce consumption of natural gas within four hours of declaration
of such restrictions. However, our Poland Manufacturing Facility II is situated in a region which has supply of
local natural gas through local distribution. Although our Poland Manufacturing Facility II may not face the threat
of total cut off, the consumption of natural gas may become extremely expensive. Such restrictions could,
particularly if they are for prolonged periods, have an adverse effect on our business, results of operations and
financial condition. Moreover, if we are required to operate for extended periods of time on diesel-generator sets
or if we are required to source water from third parties, our cost of operations would be higher during such period
which could have an adverse impact on our profitability.

24. Our efforts in obtaining and protecting our patents, trademarks and other intellectual property may be
costly and unsuccessful and we may not be able to protect our rights under our future patents,
trademarks and other intellectual property.

We have been granted two patents for clamp meters with rotary jaw mechanism and clamp meter safe trigger
mechanism in India and inter alia the United States (since 2011 and 2012 respectively), Poland and United
Kingdom and three design registrations in relation to multimeter, current and voltage transducer and power
transducer in India. As on the date of this Prospectus, Lumel SA has two registered trademarks and the logo of
Lumel Alucast is registered with the European Union Intellectual Property Office. Further, two patent applications
of Lumel SA are pending before the Patent Office of the Republic of Poland. However, we may apply for patents,
trademarks and protection of other intellectual property following the Offer. Our ability to obtain and maintain
patents, trademarks and other intellectual property protection for our products, technologies, designs and know-
how without infringing the intellectual property of third parties, and to protect our intellectual property rights may
affect our business and results of operations. For instance, for our white-labelled products, we enter into brand
label agreements with certain customers for supply of certain of our products on an exclusive basis, integrate the
products into other products and market the products to third parties, under which our customers have a right to
attach their own trademark and remove our trademarks from the products supplied. While there have not been any
instances of infringement or misappropriation of intellectual property rights in the past three Fiscals by our
Company, there can be no assurance that we will not face any claims for infringement or misappropriation of
intellectual property rights in the future.
Further, the measures that we adopt to protect our rights under any future patents that we obtain or non-patented
intellectual properties may not be adequate. While we may seek to enforce non-disclosure agreements with our
employees, customers and suppliers, certain proprietary knowledge may be leaked (either inadvertently or
wilfully) at various stages of the manufacturing process. If confidential technical information about our products
or business becomes available to third parties or to the general public, any competitive advantage we may have
over other companies could be compromised. Intellectual property claims involve complex scientific, legal and
factual analysis and their outcome is uncertain. Therefore, any potential intellectual property that we obtain may
not fully protect us from competition, as it may be challenged, invalidated or held to be unenforceable.

25. The expiry or early withdrawal of certain financial benefits available to our Nashik Manufacturing

56
 Facilities may adversely affect our business, financial condition and results of operations.

We benefit from certain financial incentives such as the refund of 25% of the eligible capital expenditure we
undertake for manufacturing certain of our products at our Nashik Manufacturing Facilities from the Ministry of
Electronics and Information Technology, GoI. Additionally, subject to compliance of the Maharashtra Electronics
Policy, 2016 and Package Scheme of Incentive Policy, 2019, the Government of Maharashtra has granted certain
financial incentives to us basis the level of fixed capital investment that we undertake to manufacture certain
products at our Nashik Manufacturing Facility I. We are yet to receive the financial incentives on the capital
expenditure already undertaken at our Nashik Manufacturing Facility I and our inability to effectively undertake
capital expenditure in a timely manner could lead to the slowdown of our operations or the under-utilization of
our Nashik Manufacturing Facilities, reduction in inventory, which in turn may have an adverse effect on our
business, financial condition and results of operations. Our inability to avail this financial benefit from the
Ministry of Electronics and Information Technology, GoI and/or the Government of Maharashtra for any reason
may also affect our profitability and results of operations. For details of the approval granted by the Ministry of
Information and Technology, GoI and Government of Maharashtra, please see “Government and Other
Approvals – Material approvals obtained in relation to the business and operations of our Company” on page
438.

26. We use third-party distributors to market, sell and deliver our products and are subject to risks associated
with these arrangements.

We sell our manufactured and assembled products through an extensive network of 175 authorized
distributors/stockists across 81 districts in India with direct sales conducted through eight sales and marketing
offices which collectively house 53 engineers and 24 sales personnel. The eight locations of our sales and
marketing offices across India as of May 31, 2023 are New Delhi (Delhi), Kolkata (West Bengal), Mumbai
(Maharashtra), Ahmedabad (Gujarat), Pune (Maharashtra), Chennai (Tamil Nadu), Bangalore (Karnataka) and
Hyderabad (Telangana). Apart from sales and marketing offices, we also have resident sales engineers in 10 cities
across India. In the Fiscals 2023, 2022 and 2021, the revenue generated from our Indian operations was ₹ 1,951.10
million, ₹ 1,511.58 million and ₹ 1,257.70 million which accounted for 34.26%, 32.14% and 32.25%, respectively,
of our total revenue from operations. Globally we have served customers in over 100 countries in the last three
Financial Years, i.e., Fiscals 2023, 2022 and 2021, through five sales and marketing offices and a strong global
network of 339 authorized distributors/stockists as of May 31, 2023. Globally (outside India) our Company has
over 164 authorized distributors/stockists catering to international customers across 70 countries including
Germany, the United States, the United Kingdom, Australia, the Middle East, etc. Lumel has 15 authorized
distributors/stockists in Poland and over 20 authorized distributors/stockists outside Poland. Lumel also has
resident sales engineers situated at the UAE, Hungary, Taiwan, Spain, Germany and Cyprus. In the Fiscals 2023,
2022 and 2021, the revenue generated from our overseas operations (revenue other than Indian operations) was ₹
3,744.30 million, ₹ 3,190.92 million and ₹ 2,641.86 million which accounted for 65.74%, 67.86% and 67.75% of
our total revenue from operations, respectively. Additionally, in the Fiscals 2023, 2022 and 2021 revenue
generated from our distributors were ₹ 899.44 million, ₹ 1,020.46 million and ₹ 750.10 million, respectively,
representing 15.79%, 21.70% and 19.24%, respectively, of our total revenue from operations, in such periods.
Our sales through third-party distributors are subject to risks including: (i) the ability of our selected distributors
to effectively sell our products; (ii) the quality of customer service provided by distributors, which could harm
our reputation or brand image; (iii) our ability to extend existing distributor arrangements into the future; (iv) a
reduction in gross profit margins realized on sale of our products; and (v) a diminution of contact with our OEM
customers. Our relationships with distributors may be characterised as seller and buyer relationships which do not
grant us control over their operations or inventories, and they are free to formulate their own pricing policies,
appoint authorised stockists at their own discretion and compete with one another. Our competitors may provide
incentives to our distributors to favour their products which may reduce our sales. Any significant disruption of
our sales to our distributors could materially and adversely affect our business and results of operations.

27. We export our products to various countries, on account of which we may be subject to significant import
duties or restrictions. Further, unavailability of fiscal benefits enjoyed by us or our inability to comply
with related requirements may have an adverse effect on our business and results of operations.

Our key overseas markets include Central and Eastern European markets. The countries in these regions impose
varying import duties on our products. There can be no assurance that the import duties will not increase or new
restrictions will not be imposed by such countries. Any substantial increase in such duties or imposition of new
restrictions may adversely affect our business, financial condition and results of operations.

57
Export destination countries may also enter into free trade agreements or regional trade agreements with countries
other than India. Such agreements and alteration of existing tax treaties may lead to increased competition or may
even place us at a competitive disadvantage compared to manufacturers in other countries. India is also a party to,
and is currently negotiating, free trade agreements with several countries including the United Kingdom and if we
export our products to such countries, any revocation or alteration of current or future bilateral agreements may
also adversely affect our ability to export. Occurrence of any of these events may adversely affect our business,
financial condition and results of operations. Further, changes in import policies or an economic slowdown in
countries to which we export our products may have a significant adverse impact on our business, financial
condition and results of operations.

Further, the GoI notifies policies providing fiscal benefits on exports and imports from time to time and any
discontinuance or non-availability of such fiscal benefits enjoyed by us or our inability to comply with related
requirements may have an adverse effect on our business and results of operations. For instance, we enjoyed
certain fiscal benefits under the erstwhile Merchandise Exports from India Scheme (“MEIS”), pursuant to which,
we could use duty credit scrips for payment of import duty obligations or sell such duty credit scrips in the open
market to other importers. However, the Ministry of Finance, GoI has withdrawn MEIS with effect from January
1, 2021 and announced a scheme for remission of duties and taxes on export products (“RODTEP Scheme”) for
exporters. The RODTEP Scheme, like MEIS scheme, aims to ensure that exporters receive the refunds on the
embedded taxes and duties that previously was non-recoverable. The benefits under the RODTEP Scheme are to
be received in the form of transferable duty credit scrips, or in the form of electronic scrips. The RODTEP Scheme
allows the exporter to utilise the scrips for the payment of import duty or to sell such duty credit scrips in the open
market to other importers subject to the terms of the RODTEP Scheme. Any further change in the rates and / or
the scheme structure announced by GoI can have material adverse effect on our results of operation or financial
condition. Additionally, in the past, we have had a zero duty EPCG Scheme license under the Foreign Trade
(Development and Regulation) Act, 1992 for import of the goods for our manufacturing at zero customs duty free
subject to an export obligation equivalent to six times of actual imported duty-saved value in six years. We cannot
assure you that we will successfully obtain such a license every time and/or will subsequently be able to comply
with the requirements prescribed thereunder.

28. Our manufacturing, production and design processes and services may result in exposure to intellectual
property infringement and other claims.

While there have not been any instances of intellectual property infringement brought against our Company by
our competitors or third parties in the past three Fiscals, there can be no assurance that we will not face any claims
for intellectual property infringement in the future. We may from time to time be involved in intellectual property
infringement claims brought by our competitors or other third parties. The defence of intellectual property suits,
patent opposition proceedings and related legal and administrative proceedings can be both costly and time-
consuming and may significantly divert the efforts and resources of our technical and management personnel. We
may not achieve a favourable outcome in any such litigation. If any claim is adversely determined against us in
any of such potential litigation or proceedings. We could be subject to significant liability to third parties. As a
result, we may be required to seek licences from third parties, pay ongoing royalties, or redesign our
manufacturing, production and design processes and services. We could further be subject to injunctions
prohibiting the production or sale of our products or the use of our technologies. Protracted litigation could also
result in our existing or potential customers deferring or limiting their purchase or use of our products until
resolution of such litigation.

As we expand our service offerings including product design and development, we will update our products with
the latest technology. Many of our products such as power factor controllers, current transformers and genset
controllers include third-party intellectual property, which may require licenses from third parties. See “Our
Business – Intellectual Property” on page 281. These third-party intellectual property rights currently licensed
or sub-licensed to us, licensed to us in the past or to be licensed to us in the future may be challenged. Further, we
may be required to negotiate licenses or sub-licenses from third parties, which may not be available on favourable
terms, or at all. We may also incur increased expenditure on royalties. Failure to obtain the right to use third-party
intellectual property, or to use such intellectual property on commercially acceptable terms, could preclude us
from selling or manufacturing certain products leading to a loss of market share and competitive presence, which
may have an adverse impact on our financial condition and results of operations.

29. We may be unable to fully realize the anticipated benefits of our acquisitions, including that of Lubuskie
Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna, Sifam UK, a business division of Relpol S.A.

58
 and any future acquisitions or investments, and we may not be able to successfully integrate acquisitions
or achieve the anticipated benefits from these alliances, acquisitions or investments we make.

As part of our growth strategy, we may continue to seek strategic alliances with global and domestic leaders in
various segments of the electrical and aluminium industries that bring synergies to our business, as well as high-
quality acquisition opportunities within and outside India that are complementary to our business or that enable
us to build new and valuable capabilities for our customers. See “Our Business – Strategies – Continue to pursue
our strategy for inorganic growth” on page 252. We initially acquired Lubuskie Zakłady Aparatów
Elektrycznych “Lumel” Spółka akcyjna in Poland, through which we added what has now become our high-
pressure aluminium die casting segment. Thereafter, during Fiscal 2020, pursuant to the Shanghai SPA, we
acquired our Subsidiary in China, Shanghai VA, a company operating the business of production and processing
of digital analog multimeters, laboratory power supplies, electronic measuring instruments and electrical
measuring instruments. During Fiscal 2021, our Material Subsidiary, Lumel SA acquired certain tangible and
intangible assets of Relpol S.A, a company in Poland. We now also operate two modification centres, one of
which is in Essex, United Kingdom through our Subsidiary Sifam UK and the other in Kennesaw, the United
States through our recently acquired Subsidiary Sifam USA. For more details, see “History and Certain
Corporate Matters – Details regarding material acquisitions or divestments of business or undertakings,
mergers, amalgamations or revaluation of assets in the last 10 years” on page 289.

We may fail to realise the synergies we anticipated at the time of acquisition or fail to achieve the strategic purpose
for the acquisition or projected operational and financial benefits we anticipated at the time of acquisition or fail
to achieve the strategic purpose for the acquisition. Acquired businesses or assets may not generate the financial
results we expect and may be loss making over time. The cost and duration of integrating newly acquired
businesses could also materially exceed our initial estimates.

30. Any variation in the utilisation of the Net Proceeds shall be subject to certain compliance requirements,
including prior approval from Shareholders.

We propose to utilise the Net Proceeds for the Expansion of Nashik Manufacturing Facility I and for general
corporate purposes. For further details of the proposed objects of the Offer, see “Objects of the Offer” on page
124. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other
expenditure or fund any exigencies arising out of competitive environment, business conditions, economic
conditions or other factors beyond our control. In accordance with Sections 13(8) and 27 of the Companies Act
2013, we cannot undertake any variation in the utilisation of the Net Proceeds without obtaining the shareholders’
approval through a special resolution. In the event of any such circumstances that require us to undertake variation
in the disclosed utilisation of the Net Proceeds, we may not be able to obtain the shareholders’ approval in a timely
manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business
or operations.

Further, our Promoter would be required to provide an exit opportunity to Shareholders who do not agree with
our proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as
prescribed by SEBI. Additionally, the requirement on Promoter to provide an exit opportunity to such dissenting
shareholders may deter the Promoter from agreeing to the variation of the proposed utilisation of the Net Proceeds,
even if such variation is in the interest of our Company. Further, we cannot assure you that the Promoter will have
adequate resources at his disposal at all times to enable him to provide an exit opportunity at the price prescribed
by SEBI.

In light of these factors, we may not be able to undertake variation of objects of the Offer to use any unutilized
proceeds of the Offer, if any, or vary the terms of any contract, even if such variation is in the interest of our
Company. This may restrict our Company’s ability to respond to any change in our business or financial condition
by re-deploying the unutilised portion of Net Proceeds, if any, or varying the terms of contract, which may
adversely affect our business and results of operations.

31. Our business could be adversely affected by any delays, or increased costs, resulting from common
carrier or transportation issues.

We rely on a variety of common carriers such as trucking companies to transport our materials from our suppliers
and finished products to our customers. Problems suffered by any of these common carriers, including natural
disasters, pandemics, labour problems, increased energy prices, or criminal activity, could result in shipping
delays for products or materials, increased costs or other supply chain disruptions, and could therefore have a
negative impact on our ability to receive products from suppliers and deliver products to customers, resulting in

59
a material adverse effect on our business and operations. In addition, any compensation received from insurers or
third-party transportation providers may be insufficient to cover the cost of any delays and will not repair the
damage to our relationships with our affected customers. We may also be affected by an increase in fuel costs, as
it will have a corresponding impact on freight charges levied by our third-party transportation providers.
32. If we utilise sub-contractors or manufacturing vendors for any production processes and such sub-
contractors or manufacturing vendors are unable to meet our delivery requirements, our production
schedules may be adversely affected.
As on the date of this Prospectus, while all of our electrical automation products, metering, control and protection
products and portable test and measuring instrument are manufactured in-house, labour intensive low value-added
specialised production processes such as hexavalent chromium plating, special material treatment operations,
chemical composition analysis of the material and master batching are outsourced. However, in the future, we
may occasionally sub-contract production to other manufacturers. We may also purchase semi-finished goods and
assembled products from various vendors. These will be primarily used for labour-intensive processes to reduce
costs associated with maintaining a large manufacturing personnel. If we are unable to arrange for sufficient
production among our sub-contractors and manufacturing vendors or if our sub-contractors and manufacturing
vendors encounter production, quality, financial or other difficulties, we may not be able to meet customer
demands. Sub-contractors and manufacturing vendors may also fail to meet our production criteria, quality or
delivery requirements. Any such difficulties could have a material adverse effect on our production schedules and
accordingly, our business and results of operations.

33. Any failure to obtain or renew any of the approvals, licenses, permits or certificates required for our
business could materially and adversely affect our operations.
Our operations are subject to extensive government regulation (including the state governments), and in respect
of our existing operations we are required to obtain and maintain various statutory and regulatory permits,
certificates and approvals including approvals under the Factories Act, 1948, Maharashtra Fire Prevention and
Life Safety Act, 2006, and the rules and regulations thereunder, environmental approvals, and labour and tax
related approvals, among other things.
Certain material consents, licenses, registrations, permissions and approvals that are required to be obtained by
our Company for undertaking its business have elapsed in their normal course and our Company has either made
an application to the relevant central or state government authorities for renewal of such licenses, consents,
registrations, permissions and approvals or is in the process of making such applications. We, are yet to receive
the following licenses, consents, registrations, permissions and approvals:
Material approvals or renewals for which applications are currently pending before relevant authorities
S. No. Description Authority
1. Renewal of consent under Water, Air (Prevention & Control of Pollution Act), 1974, Air Maharashtra
(Prevention and Control of Pollution) Act, 1981 and Hazardous and Other Wastes Pollution Control
(Management and Transboundry Movement) Rules, 2016 Board
Material approvals required but not obtained or applied for
S. No. Description Authority
1. No-objection certificate under the Environment (Protection) Act, 1986 for extraction of Central Ground
ground water for Nashik Manufacturing Facilities Water Authority
Consequent upon the change of the name of our Company from ‘Rishabh Instruments Private Limited’ to ‘Rishabh
Instruments Limited, pursuant to conversion of our Company from a private limited company to a public limited
company, we have/are in the process of filing certain applications / intimations for issuance of fresh licenses,
consents, registrations, permissions and approvals or to take on record the change of name in various licenses
obtained from regulatory or statutory authorities under the applicable laws, as applicable. For further details, see
section “Government and Other Approvals” on page 437. While there have not been any further instances where
we have failed to obtain or receive regulatory approvals, there has been no resultant financial impact on the
business operations from the absence of such approvals. However, there can be no assurance that the relevant
authorities will issue such permits or approvals in time or at all. Failure or delay in obtaining or maintaining or
renewing the required permits or approvals within applicable time or at all may result in interruption of our
operations. Furthermore, the relevant authorities may initiate actions against us, restrain our operations, impose
fines/ penalties or initiate legal proceedings for our inability to renew/obtain approvals in a timely manner or at
all. Consequently, failure or delay to obtain such approvals could have a material adverse effect on our business
and financial condition. If there is any failure by us to comply with the applicable regulations or if the regulations
governing our business are amended, we may incur increased costs, be subject to penalties, be required to alter

60
our manufacturing operations or otherwise suffer disruption in our activities, any of which could adversely affect
our business.

The approvals required by us are subject to numerous conditions and we cannot assure you that these would not
be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions
thereof, or pursuant to any regulatory action. For instance, the Consent to Operate issued by the Maharashtra
Pollution Control Board for our Nashik Manufacturing Facility II requires us to obtain permission/ no-objection
from the Central Ground Water Authority for extraction of ground water. These registrations, approvals or licenses
are liable to be cancelled or the manufacture or sale of products may be restricted. In case any of these registrations,
approvals or licenses are cancelled, or its use is restricted, then it could adversely affect our results of operations,
future cash flows or growth prospects.

34. We will be controlled by our Promoter along with members of the Promoter Group so long as they hold
a majority of the Equity Shares, which will allow them to influence the outcome of certain matters
submitted for approval of our Shareholders and their interests may not be aligned with the interest of
other Shareholders.

Currently, our Promoter and members of the Promoter Group own an aggregate of 80.67% of our outstanding
Equity Shares on a fully diluted basis. After the Offer, our Promoter and members of our Promoter Group will
exercise significant control which could limit your ability to influence corporate matters requiring Shareholders’
approval. The Promoter and members of our Promoter Group will have substantial influence over decisions
regarding mergers, consolidations and sales of all or substantially all of its assets, election of Directors, any
amendment to our Memorandum of Association and Articles of Association and including the issuance of Equity
Shares and dividend payments and other significant corporate actions. However, the interest of the Promoter and
members of our Promoter Group may differ from the interests of other Shareholders. This concentration of
ownership may also discourage, delay or prevent a change in control of our Company, which could deprive the
Shareholders of an opportunity to receive a premium for their Equity Shares in a sale of our Company or may
reduce the market price of the Equity Shares.

35. Our Directors or Key Managerial Personnel or Senior Management of the Company may have interests
in the Company other than reimbursement of expenses incurred or normal remuneration or benefits.

Certain of our Directors, Key Managerial Personnel and Senior Management may be regarded as having an interest
in our Company other than to the extent of reimbursement of expenses incurred and normal remuneration or
benefits. One of our Directors and Key Managerial Personnel may be deemed to be interested to the extent of
Equity Shares held by him and by members of our Promoter Group, as well as to the extent of any dividends,
bonuses or other distributions on such Equity Shares. Certain of our Key Managerial Personnel and Senior
Management may be interested to the extent of options granted to them under ESOP 2016, ESOP 2022 Scheme
A and ESOP 2022 Scheme B.

While, in our view, all such transactions that we have entered into are legitimate business transactions conducted
on an arms‘ length basis, we cannot assure you that we could not have achieved more favourable terms had such
arrangements not been entered into with related parties or that we will be able to maintain existing terms, in cases
where the terms are more favourable than if the transaction had been conducted on an arms-length basis. For more
information, see “Our Management – Interest of Directors” and “Our Management – Interest of Key
Managerial Personnel and Senior Management” on pages 302 and 312, respectively. There can be no assurance
that such transactions, individually or in the aggregate, will not have an adverse effect on our business, prospects,
result of operations, financial condition and cash flows, including because of potential conflicts of interest or
otherwise.

36. We may need additional capital but may not be able to obtain it in a timely manner or on favourable
terms.

We may require additional capital or financing from time to time, including for expansion of our Manufacturing
Facilities and investment in R&D. While we have historically been able to finance our capital expenditure through
equity contributions from our Promoter, members of the Promoter Group, Investor Selling Shareholder and
internal accruals, this may not be the case once we are a publicly listed company. We will have to finance our
future growth from internal accruals and through external debt financing and equity fund raising. We have had
external borrowings in Fiscals 2023, 2022 and 2021, and as at May 31, 2023, our outstanding borrowings are ₹
962.94 million. Therefore, while we have the capacity to take on financial leverage, our ability to obtain external

61
financing is subject to a variety of uncertainties, including our financial condition, results of operations, cash flows
and liquidity of the domestic and international capital and lending markets.
In addition, our loan agreements may contain financial covenants that restrict our ability to incur additional
indebtedness without our lenders’ consent. Any indebtedness that we may incur in the future may also contain
operating and financing covenants that could be restrictive. Financing may not be available in a timely manner or
in amounts or on terms acceptable to us, or at all. A large amount of bank borrowings and other debt may result
in a significant increase in interest expenses while at the same time exposing us to increased interest rate risks. If
we are required to raise equity financing, this could result in dilution to our Shareholders, and the securities issued
in future financings may have rights, preferences and privileges that are senior to those of our Equity Shares. Any
failure to raise additional funds on favourable terms or in a timely manner or at all could severely restrict our
liquidity and have a material adverse effect on our business and results of operations.
37. Certain of our Subsidiaries and Group Companies have common pursuits as they are engaged in similar
business or industry segments and may compete with us.
Our Subsidiaries (other than ESL, Lumel Alucast and Dhruv Enterprises) and one of our Group Companies,
namely Shanti Instruments Private Limited is engaged in a business similar to ours. Therefore, there may be
conflict of interest in allocating business opportunities between us, our Subsidiaries and such Group Company.
We cannot assure you that there will not be any conflict of interest between our Company, our Subsidiaries and
such Group Company in future. We have not entered into any non-compete agreements with such Subsidiaries
and Group Company and there can be no assurance that such entities will not compete with our existing business
or any future business that we might undertake or that we will be able to suitably resolve such a conflict without
an adverse effect on our business and financial performance. For further details, please see, “History and Certain
Corporate Matters – Subsidiaries” and “Group Companies” at pages 291 and 317, respectively.

38. We earn repeat revenues from our customers, especially our marquee customers, on the basis of the
long-term relationships that we have established with them. The loss of any of our long-term marquee
customers or significant reduction in repeat orders from such marquee customers may adversely affect
our business, results of operations and financial condition.
We are dependent on the long-term relationships that we have established with our customers, especially our
marquee customers such as ABB India Limited, Siemens Limited, Pronutec S.A, Gossen Metrawatt GmBH, Inox
Solar Energy, Saicon Power System and Endress+Hauser Flowtec AG, as we primarily cater to the electrical
automation and aluminium industry. In relation to the electrical automation industry, the continuous innovation
by our Company and supply of products at competitive prices and aluminium die casting business which is heavily
capital intensive, leads to recurring demand and repeat revenues for us. In Fiscals 2023, 2022 and 2021 revenue
generated from our top 10 customers were ₹ 1,817.91 million, ₹ 1,128.04 million and ₹ 1,030.39 million,
respectively, representing 31.92%, 23.99% and 26.42%, respectively, of our total revenue from operations, in
such periods.
If we are unable to maintain constant dialogue with our customers, understand the recurring needs of their
operations or deliver products in a timely manner and of a certain quality, we may not be able to retain our long-
term relationship with them and lose their repeat orders to our competitors. Any significant loss of our repeat
orders will impact our order book and limit our ability to accurately forecast the demand for our products and
services. Additionally, we may incur significant expense in preparing to meet anticipated repeat orders that may
not be recovered. Further, if our marquee customers do not successfully expand or scale-up their operations, we
may be prevented from capitalising on new growth opportunities by leveraging our long-term relationship with
them.
We seek to leverage our direct sales model and dedicated regional teams to develop long-term relationships with
our customers to gain their repeat business as well. If we are unable to develop a deep understanding of their
market needs or develop products and services that will meet their expectations and requirements, we may not
establish a long-term relationship with these customers, which may adversely affect our prospects and revenue
from repeat orders in the subsequent years. We cannot assure you that we will be able to maintain historic levels
of repeat business from our long-term and/or marquee customers or gain the repeat business of our newer
customers, which may adversely affect our business, financial conditions and revenues from operations.
39. Our Company, Subsidiaries, Directors and Promoter are involved in legal proceedings. Any adverse
outcome in such proceedings may have an adverse impact on our reputation, business, financial
condition, results of operations and cash flows.
There are outstanding legal proceedings against our Company, Subsidiaries, Directors and Promoter, which are
pending at various levels of adjudication before various courts, tribunals and other authorities. The summary of

62
outstanding matters set out below includes details of criminal proceedings (including where such matters are at
FIR stage), tax proceedings, statutory and regulatory actions and other material pending litigation involving our
Company, Directors, Promoter and Subsidiaries are as follows:

Name Criminal Tax Actions by Disciplinary actions Material Aggregate

proceedings proceedings statutory or including penalty civil amount
regulatory imposed by the SEBI litigatio involved
authorities or Stock Exchanges n (in ₹
against our Promoter million)*
Company
By the Nil Nil Nil NA Nil Nil
Company
Against the Nil Nil 2 NA 1 71.93
Company
Directors
By our Nil Nil Nil NA Nil Nil
Directors
Against the Nil 4 1 NA 1 Not
Directors quantifiable
Promoter
By Promoter Nil Nil Nil NA Nil Nil
Against the Nil 4 1 Nil Nil Not
Promoter quantifiable
Subsidiaries
By Nil Nil Nil NA Nil Nil
Subsidiaries
Against the Nil 3 1 NA Nil Not
Subsidiaries quantifiable
*
Amount to the extent quantifiable

For further details of the outstanding litigation proceeding, please see section “Outstanding Litigation and
Material Developments” on page 431.

In the event of any adverse rulings in these proceedings or the consequent levying of penalties, we may need to
make payments or make provisions for future payments, which may increase our expenses and current or
contingent liabilities.

40. Work stoppages, strikes or other types of conflicts with our union, employees and contract workers may
adversely impact our business, results of operations and financial condition.

Our manufacturing activities are labour intensive and we are dependent on a large labour force for our
manufacturing operations. As of May 31, 2023, we had 516 permanent employees in India. The success of our
operations depends on availability of labour and maintaining good relationship with our workforce. Shortage of
skilled/ unskilled personnel or work stoppages caused by disagreements with employees could have an adverse
effect on our business and results of operations. While we have not experienced any major prolonged disruption
in our business operations due to disputes or other problems with our work force in the past, there can be no
assurance that we will not experience any such disruption in the future. For instance, our workers (part of an
external union) served a notice dated October 1, 1996 and with effect from October 3, 1996 went on a strike.
However, after discussions with the workers, our workers called off the strike and resumed work. Subsequently,
majority of our workers resigned from the membership of the external union. During the strike, eight workers
were suspended pending enquiry for illegal acts committed and a police complaint was filed against certain
workers. As on the date of this Prospectus, our workers are part of one organised trade union, namely Rishbha
Instruments Kamgar Sangathana. As on the date of this Prospectus, our Company entered into settlement
agreements with the Rishbha Instruments Kamgar Sangathana (representing the permanent workmen of our
Company). We cannot assure you that we will be able to enter into such settlement agreements in the future on
favourable terms or at all. If such events were to persist, this may impact our ability to serve our customers and
impair our relationships with key customers and suppliers, which may adversely impact our business, results of
operations and financial condition.

Further, we engage independent contractors through whom we engage contract labour for performance of certain
functions at our manufacturing facilities as well as at our offices. Although we do not engage these labourers
directly, we are responsible for any wage payments to be made to such labourers in the event of default by such

63
independent contractors. Any requirement to fund their wage requirements may have an adverse impact on our
results of operations and our financial condition.

India has stringent labour legislation that protects the interests of workers, including legislation that sets forth
detailed procedures for the establishment of unions, dispute resolution and employee removal and legislation that
imposes certain financial obligations on employers upon retrenchment. We are also subject to laws and regulations
governing relationships with employees, in such areas as minimum wage and maximum working hours, overtime,
working conditions, hiring and terminating of employees and work permits.

41. We are subject to increasingly stringent environmental, health and safety laws, regulations and
standards in India and abroad. Non-compliance with and adverse changes in health, safety, labour, and
environmental laws and other similar regulations to our manufacturing operations may adversely affect
our business, results of operations and financial condition.

Our operations generate pollutants and waste including metal scrap and plastic scrap, some of which may be
hazardous. We are therefore subject to a wide range of laws and government regulations, including in relation to
safety, health, labour, and environmental protection in India, Poland and China, In India, these include the
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 and Public Liability
Insurance Act, 1991 etc. These laws and regulations impose controls on air and water release or discharge, the
management, use, generation, treatment, processing, handling, storage, transport or disposal of hazardous
materials, including the management of certain hazardous waste, and exposure to hazardous substances with
respect to our employees, along with other aspects of our manufacturing operations. For instance, in India under
the Water (Prevention and Control of Pollution) Act, 1974 and Air (Prevention and Control of Pollution) Act,
1981, there is a limit on the amount of pollutant discharge that our Nashik Manufacturing Facilities may release
into the air and water. For instance, in Poland, the wastewater produced from the paint coating in our electricals
and aluminium products is subject to pollution control and required to undergo a water treatment prior to disposal.
Environmental laws and regulations in India have become and continue to be more stringent, and the scope and
extent of new environmental regulations, including their effect on our operations, cannot be predicted with any
certainty. In case of any change in environmental or pollution regulations, we may be required to invest in, among
other things, environmental monitoring, pollution control equipment, and emissions management and other
expenditure to comply with environmental standards. Any failure on our part to comply with any existing or future
regulations applicable to us may result in legal proceedings, including public interest litigation, being commenced
against us, third party claims or the levy of regulatory fines. Further, any violation of applicable environmental
laws and regulations may result in fines, criminal sanctions, revocation of operating permits, or shutdown of our
Manufacturing Facilities. While there have been no actions undertaken by the relevant authorities/ courts in
relation to any environmental/ safety/ labour related non-compliances in the past, including in the previous three
Fiscals, there may be violations in the future which could have an adverse effect on our business, results of
operations and financial condition.

As a consequence of unanticipated regulatory or other developments, future environmental and regulatory related
expenditures may vary substantially from those currently anticipated. Our costs of complying with current and
future environmental laws and other regulations may adversely affect our business, results of operations or
financial condition. In addition, we could incur substantial costs, our products could be restricted from entering
certain markets, and we could face other sanctions, if we were to violate or become liable under environmental
laws or if our products become non-compliant with applicable regulations. Our potential exposure includes fines
and civil or criminal sanctions, third-party property damage or personal injury claims and clean-up costs. The
amount and timing of costs under environmental laws are difficult to predict.

We are also subject to the laws and regulations governing employees in such areas as minimum wage and
maximum working hours, overtime, working conditions, health and safety, hiring and termination of employees,
contract labour and work permits in India, Poland and China. In India, these include the Factories Act, 1948,
Contract Labour (Regulation and Abolition) Act, 1970, Payment of Wages Act, 1936, etc. A failure by us or our
contractors to comply with the relevant labour regulations, could lead to enforced shutdowns and other sanctions
imposed by the relevant authorities, as well as the withholding or delay in receipt of regulatory approvals for our
new products. We may be involved in future litigation or other proceedings, or be held liable in any litigation or
proceedings including in relation to labour, safety, health and environmental matters, the costs of which may be
significant.

Furthermore, we expect the focus on environmental, social and corporate governance matters, particularly for
publicly listed companies, to intensify. This will require greater accountability to our public (including

64
institutional) shareholders, as well as our OEM customers and, possibly, their ultimate consumers. We expect the
compliance and reporting costs of environmental, social and corporate governance matters to increase. If we are
unable to achieve and demonstrate the required level of environmental, social and corporate governance
compliance, our business and reputation will be adversely affected.

42. Any adverse changes in regulations governing our business, products and the products of our customers,
and any adverse action by governmental authorities may adversely impact our business, prospects and
results of operations.

Government regulations and policies of India as well as the countries to which we export our products can affect
the demand for, expenses related to and availability of our products. We have incurred and expect to continue
incurring costs for compliance with such laws and regulations. Any changes in government regulations and
policies, such as the withdrawal of or changes in tax benefits, incentives and subsidies or anti-dumping duties
levied by India or other countries, could adversely affect our business and results of operations. For instance, the
global economy has been negatively impacted by the conflict between Russia and Ukraine. Governments in the
United States, the United Kingdom, and the European Union have imposed sanctions on certain products, industry
sectors, and parties in Russia. The conflict has created a shortage and/or increased costs of various commodities,
raw materials, energy and transportation, specifically for our Material Subsidiaries. For instance, our Poland
Manufacturing Facility II requires natural gas for the aluminium high-pressure die casting business. Due to the
recent conflict between Russia and Ukraine and sanctions imposed on Russia by the Government of Poland, Russia
may shut down the supply of natural gas to Poland. In view of the possibility of low or no availability of natural
gas, the Government of Poland may introduce certain restrictions on the consumption of natural gas wherein our
Poland Manufacturing Facility II will be required to reduce consumption of natural gas within four hours of
declaration of such restrictions. However, our Poland Manufacturing Facility II is situated in a region which has
supply of local natural gas through local distribution. Although our Poland Manufacturing Facility II may not face
the threat of total cut off, the consumption of natural gas may become extremely expensive.

Further, regulatory requirements with respect to our products and the products of our customers are subject to
change. An adverse change in the regulations governing the development of our products and their usage by our
customers, including the development of licensing requirements and technical standards and specifications or the
imposition of onerous requirements, may have an adverse impact on our operations. Our Company may be
required to alter our manufacturing and/or distribution process and target markets and incur capital expenditure
to achieve compliance with such new regulatory requirements applicable to us and our customers. We cannot
assure you that we will be able to comply with the regulatory requirements.

If we fail to comply with new statutory or regulatory requirements, there could be a delay in the submission or
grant of approval for manufacturing and marketing new products or we may be required to withdraw existing
products from the market. Moreover, if we fail to comply with the various conditions attached to such approvals,
licenses, registrations and permissions once received, the relevant regulatory body may suspend, curtail or revoke
our ability to market such products and/or we may be deemed to be in breach of our arrangements with our
customers. Consequently, there is an inherent risk that we may inadvertently fail to comply with such regulations,
which could lead to enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the
withholding or delay in receipt of regulatory approvals for our new products, which may adversely impact our
business, results of operations and financial condition.

43. The demand for our products in foreign countries is subject to international market conditions and
regulatory risks that could adversely affect our business and results of operations.

In the last three financial years, i.e. Fiscals 2023, 2022 and 2021, we have served customers in over 100 countries
including in India, Germany, the United States, the United Kingdom, Australia, the Middle East etc. Although no
single country accounts for more than 20% of our global sales, a significant portion of our revenue is generated
from the sale of exports. Out of our total revenue from operations in Fiscals 2023, 2022 and 2021, sales outside
India were ₹ 3,744.30 million, ₹ 3,190.92 million and ₹ 2,641.86 million which accounted for 65.74%, 67.86%
and 67.75% respectively. Therefore, any developments in the industries in which our customers operate could
have an impact on our sales from exports if such events were to occur on a global or industry-wide scale. From
time to time, tariffs, quotas and other tariff and non-tariff trade barriers may be imposed on our products in
jurisdictions in which we operate or seek to sell our products. There can be no assurance that the European Union
and the United States, among others, where we seek to sell our products will not impose trade restrictions on us
in future. We may also be prohibited from exporting to certain restricted countries that may be added to a sanctions

65
list maintained by the GoI or other foreign governments. Any such imposition of trade barriers may have an
adverse effect on our results of operations and financial condition.

44. Our commercial success depends on the success of our products and our customer’s products with end
consumers. Any decline in the demand for our products or our customer’s products would adversely
impact the demand for our products.

We supply our products to customers which are manufactured and supplied by us and marketed by such customers
as well as supply and sell our branded products to large global customers. In addition to manufacturing and selling
our own branded products, we also enter into certain in-licensing arrangements with certain of our customers to
develop and exclusively manufacture or market products such as electrical and electronic measuring and test
instruments, digital panel meters, etc. Our aluminium high pressure die-castings products are also used by our
customers as raw materials as machining and finishing of precision components. For further information, see “Our
Business – Our Product Portfolio – Aluminium high pressure die castings” on page 264.

Our commercial success depends not only on the success of our products but also depends to a large extent on the
success of our customers’ products with end consumers. The success of our products as well as end products
manufactured by our customers depends on the ability to identify early on, and correctly assess consumer market
preferences. We cannot assure you that we or our customers will correctly assess consumer preferences in a timely
manner or that demand for our products as well as for goods in which our products are used will not decline. If
the demand for our products or the products in which our products are used declines, it could have a material
adverse effect on our business, financial condition and results of operation.

45. Our inability to accurately forecast demand or price for our products and manage our inventory may
adversely affect our business, results of operations and financial condition.

Our business depends on our estimate of the demand for our products from customers. As is typical in the electrical
automation and aluminium industry, we maintain a reasonable level of inventory of raw materials, work in
progress and finished goods. For further information, see “Our Business – Manufacturing Process” on page 278.
However, in the absence of long-term contracts, we are exposed to risks arising out of estimation errors. If we
underestimate demand or have inadequate capacity due to which we are unable to meet the demand for our
products, we may manufacture fewer quantities of products than required, which could result in the loss of
business. While we forecast the demand and price for our products and accordingly plan our production volumes,
any error in our forecast could result in a reduction in our profit margins and surplus stock, which may result in
additional storage cost and such surplus stock may not be sold in a timely manner, or at all. If we overestimate
demand or if there is an unexpected downturn in demand for either our products or the end products related to our
formulations, we may incur costs to build capacity or purchased more raw materials and manufacture more
products than required. Our inability to accurately forecast demand for our products and manage our inventory
may have an adverse effect on our business, results of operations and financial condition.

Our ability to maintain as well as expand our international operations is dependent on us providing our products
at prices competitive with international as well as local manufacturers. Further, a majority of our business involves
having robust supply networks in place. To that extent, if any of our competitors is able to garner a better and
more cost-efficient supply network, they may be able to provide their products at competitive prices as compared
to us. Our inability to price our products at the applicable prices in the international markets, may affect the
demand for our products and consequently have a material adverse effect on our results of operations and financial
condition.

46. Our special purpose Ind AS audited consolidated financial statements as at, and for the year ended
March 31, 2021 prepared in accordance with Indian Accounting Standards (Ind AS) and our Restated
Consolidated Financial Information as at, and for the year ended March 31, 2021 (which are based on
our special purpose Ind AS audited consolidated financial statements), have been audited by Kirtane &
Pandit, LLP, Chartered Accountants as an independent peer reviewed chartered accountant of our
Company and who is not our Statutory Auditor.

The Restated Consolidated Financial Information state that they have been prepared in accordance with the
requirements of Section 26 of the Companies Act, 2013, as amended, the SEBI ICDR Regulations, the Guidance
Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI (the “ICAI Guidance Note”).
Pursuant to the e-mail dated October 28, 2021, from SEBI to the Association of Investment Bankers of India (the
“SEBI Communication”), instructing lead managers to ensure that companies provide consolidated financial

66
statements prepared in accordance with Ind AS for all the three fiscal years and stub period included in the Offer
Document, while our statutory auditors for Fiscal 2021 were Price Waterhouse Chartered accountants, LLP, our
Restated Consolidated Financial Information, as at, and for the year ended March 31, 2021 (“Restated Fiscal
2021 Financials”) have been audited (including giving effect to the transition from Indian GAAP to Ind AS, as
stated above) and certified by Kirtane & Pandit, LLP, Chartered Accountants, a valid peer reviewed independent
chartered accountant (the “Independent Chartered Accountant”). The Restated Fiscal 2021 Financials were
prepared in accordance with the requirements of Section 26 of the Companies Act, 2013, as amended, the SEBI
ICDR Regulations, the ICAI Guidance Note, and the Independent Chartered Accountant did not perform its audit
in the capacity of the statutory auditor of the Company in respect of Restated Fiscal 2021 Financials. For details
of changes in our statutory auditors, and reasons thereof, please see “General Information – Changes in auditors”
on page 97.
47. Our success depends upon our skilled personnel and our ability to attract and retain these personnel.

Our ability to execute orders and to obtain new orders depends on our ability to attract, train, motivate and retain
skilled personnel, particularly involved in the manufacturing of analog panel meters which are used in all types
of panels (electrical parameter and monitoring), test benches, laboratories and DG sets. If we cannot hire and
retain additional qualified personnel, our ability to obtain new orders, and to continue to expand our business will
be impaired and our revenues could decline. We may not be able to hire and retain enough skilled and experienced
personnel to replace those who leave. Additionally, we may not be able to retrain our personnel to keep pace with
continuing changes in technology, evolving standards and changing customer preferences. Our inability to attract
and retain personnel may have a material adverse effect on our business, results of operations and financial
condition.

48. We face competition from both domestic as well as multinational corporations and our inability to
compete effectively could result in the loss of customers, hence, our market share, which could have an
adverse effect on our business, results of operations, financial condition and future prospects.

We face competition domestically in India as well as globally across the segments we operate in from companies
which either operate in the same line of business as us or offer similar products (Source: F&S Report). Our
electrical automation competitors include Masibus Automation and Instrumentation Private Limited and Selec
Controls Private Limited. In respect of metering, control and protection devices our competitors include Schneider
Electric India Private Limited, Elmeasure India Private Limited and Selec Controls Private Limited. Our portable
test and measuring instruments segment competitors include Hioki India Private Limited and Meco Instruments.
Our solar string inverter international competitors include companies such as Shenzhen Growatt New Energy Co.
Ltd. internationally, whereas domestically we compete with companies such as KSolare Energy Private Limited.
Competitors for our aluminum high pressure die casting offerings include Endurance Technologies Limited and
Sunbeam Lightweighting Solutions Private Limited in India. Our failure to obtain new customers or to retain or
increase our existing market share or effectively compete could adversely affect our business, financial condition
and results of operations. Competition in our business is based on pricing, relationships with customers, product
quality, customization and innovation. Further, Indian companies engaged in manufacturing of electrical and
aluminium products are faced with poor infrastructure and lack of adequate facilities at ports and railway
terminals, which imposes difficulties in raw material procurement and at a cost competitive price with
international peers. We are unable to assure you that we shall be able to meet the pricing pressures imposed by
such unorganized players which would adversely affect our profitability.

Further, we may incur significant expense in preparing to meet anticipated customer requirements that we may
not be able to recover or pass on to our customers. Increased competition may force us to improve our process,
technical, product and service capabilities and/or lower our prices or result in loss of customers, which may
adversely affect our profitability and market share, in turn, affecting our business, financial condition, results of
operations and future prospects. There is no assurance that we will remain competitive with respect to technology,
design, quality or cost.

In addition, our competitors may develop competing technologies that gain market acceptance before or instead
of our products. Our competitors’ actions, including expanding manufacturing capacity, expansion of their
operations to newer geographies or product segments in which we compete, or the entry of new competitors into
one or more of our markets could cause us to lower prices in an effort to maintain our sales volume.

49. Our inability to collect receivables and defaults in payment from our customers could result in the

67
 reduction of our profits and affect our cash flows.

The majority of our sales are to customers on a purchase order basis, with standard payment terms of generally
between 30 to 90 days. For products we export, we either receive payments in advance from our customers or
secure payments by way of a bank guarantee. However, for our domestic orders, we typically rely on our
monitoring of the ability of our customers to pay under open credit arrangements. While we limit the credit we
extend to what we believe is reasonable based on an evaluation of each customer’s financial condition and
payment history, we may still experience losses in the event our customers are unable to pay. As a result, while
we maintain what we believe to be a reasonable allowance for doubtful receivables for potential credit losses
based upon our historical trends and other available information, there is a risk that our estimates may not be
accurate. In Fiscals 2023, 2022 and 2021, our trade receivables were ₹ 1,209.04 million, ₹ 799.79 million and ₹
683.15 million, respectively, while our receivable turnover day was 64 days, 58 days and 61 days, respectively,
in the same periods. Any increase in our receivable turnover days will negatively affect our business. Additionally,
in Fiscals 2023, 2022 and 2021, bad debts were nil. If we are unable to collect customer receivables or if the
provisions for doubtful receivables are inadequate, it could have a material adverse effect on our business,
financial condition and results of operations.

50. Our growth strategy includes augmenting our inorganic growth by pursuing selective acquisitions and
strategic alliances that provide us access to better infrastructure, industry knowledge, technology
expertise and geographical reach and allow us to expand our product offerings and customer base. If
we are unable to fully realize the anticipated benefits of our future acquisitions and investments or
successfully identify and integrate acquisitions and the anticipated benefits from these acquisitions or
investments, our growth strategy, business, financial condition, results of operations and prospects may
be adversely affected.

We may rely on inorganic growth as a key part of our growth strategy, particularly by pursuing selective
acquisitions and strategic alliances that provide us access to better infrastructure, industry knowledge, technology
expertise and geographical reach and allow us to expand our product offerings and customer base. We may
evaluate opportunities for alliances, collaborations, partnerships, investments and acquisitions that meet our
strategic and financial return criteria, and to expand our portfolio of product. Additionally, we have in the past
acquired certain assets and business which are not in line with our core products. For instance, we completed our
acquisition of Lubuskie Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna during Fiscal 2012 pursuant
to which we gained an aluminium high pressure die casting business which is a distinct segment from our other
offerings. We may fail to realise the synergies we anticipated at the time of acquisition or fail to achieve the
strategic purpose for the acquisition. We may face several risks in relation to entering into strategic alliances and
acquisitions in the future, including, but not limited to, the following:

• we may be unable to identify suitable acquisition or investment or strategic alliance targets;

• we may be unable to arrange for adequate financing on commercially reasonable terms or to negotiate
commercially reasonable terms for such acquisitions or investments, or we may incur higher than anticipated
costs in relation to proposed strategic transactions;
• our due diligence processes may fail to identify all the risks, liabilities and challenges in relation to proposed
strategic transactions;
• we may not be able to achieve the strategic purpose of our proposed acquisitions, investments, alliances,
collaborations or partnerships;
• we may face difficulties in integrating acquired entities’ accounting, management information, human
resources and other administrative systems with our own;
• our management may be distracted or strained by the challenges posed by strategic transactions, or related
transition and integration activities;
• we may fail to maintain the quality and consistency or sustain compliance and due performance of contractual
obligations by our business partners or acquisition targets;
• our relationships with our current and new employees, distributors, dealers, customers and business partners
may be strained or impaired, as a result of our inability to successfully integrate an acquisition target; and
• we may inherit claims or liabilities, as a result of a strategic acquisition, including claims from erstwhile
employees, distributors, dealers, customers, business partners or other third parties.

The strategic acquisition and subsequent integration of new businesses is likely to require significant managerial
and financial resources and could result in a diversion of resources from our existing business, including the time
and attention of our management, which in turn could have an adverse effect on our growth and business
operations. We may not be able to successfully consummate new investments or acquisitions, integrate acquired

68
business and assets or assimilate the operations and personnel of the acquired businesses. We may not be able to
provide timely and effective training to employees of the acquired companies or may fail to maintain uniform
standards, procedure and policies across our businesses. Such difficulties may impair our relationship with our
existing and new employees and may impact our relationship with customers. We may fail to realise the synergies
or projected operational and financial benefits we anticipated at the time of acquisition or fail to achieve the
strategic purpose for the acquisition. Acquired businesses or assets may not generate the financial results we
expect and may be loss making over time. The cost and duration of integrating newly acquired businesses could
also materially exceed our initial estimates.

Regulatory constraints could affect our ability to maximise the value of our acquisitions and investments or
prevent us from consummating investments or acquisitions. Acquisitions may result in dilutive issuances of equity
securities or the incurrence of debt. Any such negative developments could have a material adverse effect on our
business, financial condition, cash flows and results of operations.

51. Significant disruptions of information technology systems or breaches of data security could adversely
affect our business.

Our business is dependent upon information technology (“IT”) and/or enterprise resource planning (“ERP”)
systems, including SAP, to support business processes. For instance, our facilities are connected to our central IT
network that facilitates monitoring of our operations and management of supply chain. Our EPR systems covers
production, finance, sales, marketing logistics, purchase and inventory, across all our manufacturing facilities.
Additionally, as part of our operations, a back-up tool is used to take backup of the server’s data with hourly log
backup and the backup job is scheduled periodically. Backup job is scheduled to take backup (twice a day) of
users working data and auto monitoring of data backup is done. While we have not faced any instances of
technology failures in the past three Fiscals, the complexity of our computer systems may make them potentially
vulnerable to breakdown, malicious intrusion and computer viruses. We cannot assure you that we will not
encounter disruptions to our information technology systems in the future and any such disruption may result in
the loss of key information or disruption of our business processes, which could adversely affect our business and
results of operations. In addition, our systems are potentially vulnerable to data security breaches, whether by
employees or others that may expose sensitive data to unauthorized persons. Such data security breaches could
lead to the loss of trade secrets or other intellectual property, or could lead to the public exposure of personal
information (including sensitive personal information) of our employees, customers and others. Any such security
breaches could have an adverse effect on our business and reputation.

Our technology infrastructure and the technology infrastructure of our third-party providers are vulnerable to
damage or interruption as a result of software or hardware malfunctions, system implementations or upgrades,
computer viruses, third-party security breaches, employee error, misuse, war, natural calamities, power loss,
telecommunications failures, cyber-attacks, human error, and other similar events. Disruptions or damage in our
technology infrastructure and the technology infrastructure of our third-party providers could lead to extended
interruptions of our operations, a corresponding loss of revenue and profits, cause breaches of data security, loss
of intellectual property or critical data, or the release and misappropriation of sensitive information, or otherwise
impair our operations. While we have disaster recovery arrangements in place, our disaster recovery and data
redundancy plans may be inadequate, and in India we do not have business interruption insurance to compensate
us for the losses that could occur. If any such event were to occur, our business, financial condition, cash flows
and results of operations may be adversely affected.

In addition, the interpretation and application of data protection laws in the United States, Europe, and elsewhere
are often uncertain, contradictory and in flux. For example, the European Union-wide General Data Protection
Regulation (EU) 2016/679 (“GDPR”), became applicable on May 25, 2018, replacing data protection laws issued
by of each European Union member state based on the Directive 95/46/EC, or the Directive. The GDPR imposes,
among other things, onerous accountability obligations requiring data controllers and processors to maintain a
record of their data processing and policies. Fines for non-compliance with the GDPR will be significant, being
the greater of 20 million or 4% of global turnover. It is possible that these laws may be interpreted and applied in
a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders
requiring that we change our practices, which could adversely affect our business. The GDPR provides that
European Union member states may introduce further conditions, including limitations, to make their own further
laws on data protection which could increase our cost of compliance.

52. Information relating to installed capacities, historical production and capacity utilisation of the Nashik
Manufacturing Facilities, Poland Manufacturing Facilities and China Manufacturing Facility included

69
 in this Prospectus is based on various assumptions and estimates by the chartered engineer verifying
such information and future production and capacity utilisation may vary.

Information relating to our installed capacities, historical production and capacity utilization of our Nashik
Manufacturing Facilities, Poland Manufacturing Facilities and China Manufacturing Facility is based on various
assumptions and estimates by Manish M Kothari, the chartered engineer, as set out in certificate dated August 8,
2023, including those relating to the number of working days in a week, working days in the financial year and
the number of shifts. Such assumptions and estimates may not continue to be true and future production and
capacity utilization may vary. Calculation of the installed capacities and historical production and capacity
utilization of our Nashik Manufacturing Facilities, Poland Manufacturing Facilities and China Manufacturing
Facility by the independent chartered engineer may not have been undertaken on the basis of any standard
methodology and may not be comparable to that employed by competitors.

53. Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities.

We maintain insurance policies with independent insurers in respect of our buildings, plant and machineries,
fixtures and fittings, other equipments, stock and inventories. The coverage under such insurance policies is in
respect of losses due to fire (including standard fire and allied perils) and burglary, for amounts that we believe
are in keeping with industry standard. As part of our response to the COVID-19 pandemic, we have obtained a
group term life insurance for our employees. Further, in Fiscals 2023, 2022 and 2021, we did not incur any loss
vis-à-vis our insurance cover.

Typically, our supply arrangements with our customers, the risk of loss to the raw materials procured by us as
well as to the products supplied by us typically remains with us until the title, risk and rewards and control on our
products passes from us to such customers or suppliers. However, we do not maintain marine cargo insurance for
our exports, imports and domestic sales and purchases as we perceive a limited risk. Further, as certain of our
customers require us to maintain product liability insurance, our Company maintains comprehensive general
liability insurance and Lumel maintains a civil liability insurance.

Our inability to maintain adequate insurance cover in connection with our business could adversely affect our
operations and profitability. While there have not been any instances in Fiscals 2023, 2022 and 2021, where claims
have exceeded our insurance cover, there can be no assurance that we will not incur claims in future that exceed
our insurance coverage. To the extent that we suffer loss or damage as a result of events for which we are not
insured, or for which we did not obtain or maintain insurance, or which is not covered by insurance, exceeds our
insurance coverage or where our insurance claims are rejected, the loss would have to be borne by us and our
results of operations, financial performance and cash flows could be adversely affected. For further information
on our insurance arrangements, see “Our Business – Insurance” on page 281.

54. Our ability to pay dividends in the future will depend on our earnings, financial condition, working
capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

Our Company has declared and paid dividend at the rate of 0.001% on the CCPS during Fiscals 2023, 2022 and
2021. For further information, see “Dividend Policy” on page 319. Our ability to pay dividends in the future will
depend on our earnings, financial condition, cash flow, working capital requirements, capital expenditure and
restrictive covenants of our financing arrangements. The declaration and payment of dividends will be
recommended by the Board of Directors and approved by the Shareholders, at their discretion, subject to the
provisions of the Articles of Association and applicable law, including the Companies Act, 2013. We may retain
all future earnings, if any, for use in the operations and expansion of the business. As a result, we may not declare
dividends in the foreseeable future. Accordingly, realization of a gain on Shareholders’ investments will depend
on the appreciation of the price of the Equity Shares. There is no guarantee that our Equity Shares will appreciate
in value.

Additionally, in case of our Material Subsidiaries, certain financing documents require them to obtain
prior consent of the lender for distribution of dividend from net profit of an aggregated amount exceeding 50% of
net profit from the previous operating year. Accordingly, our Material Subsidiaries may be restricted in declaring
dividend to its holding company, which may indirectly have an impact on our Company’s cash flows.

55. We have certain contingent liabilities that have not been provided for in our financial statements, which
if they materialise, may adversely affect our financial condition.

As of March 31, 2023, we have the following contingent liabilities in the Restated Consolidated Financial

70
Information:
(in ₹ million)
S. No. Particulars As at March 31, 2023
1. Demand notice raised by provident fund authorities in case of holding 6.08
company for the period 2006-09 for provident fund payable on trainees’
stipend.
2. The Company has received legal demand notice from Ambit Energy Private 65.80
Limited dated April 18, 2022, through their legal counsel of the Customer
claiming ₹ 65.80 million towards failure to resolve technical faults and errors
in inverters supplied by our Company and towards commercial as well as
potential business generation loss and goodwill.

The Company replied to the legal counsel of the Customer vide its letter dated
May 11, 2022, rejecting all the claims of the Customer stating it to be unjust,
illegal and with malicious intention. Further, the Company vide its letter dated
August 23, 2022, to District Court Mediation Centre, Rajkot conveyed its
intention to close its participation in mediation process. The Plaintiff has
further given an application to the court with oral argument to treat this as a
summary suit and the next hearing is scheduled on July 27, 2023.
Total 71.88

We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. If
any of these contingent liabilities materialize or if at any time we are compelled to pay all or a material proportion
of these contingent liabilities, our financial condition and results of operation may be adversely affected.

56. Our Subsidiaries have unsecured loans which are repayable on demand. Any demand from lenders for
repayment of such unsecured loans may adversely affect our cash flows.

As of May 31, 2023, our Subsidiaries have unsecured loans amounting to ₹ 170.54 million, and may in the future
continue to avail unsecured borrowings (such as loans from financial institution), which may be recalled at any
time, with or without the existence of an event of default, on short or no notice. Such recalls on borrowed amounts
may be contingent upon happening of an event beyond our control and there can be no assurance that our
Subsidiaries will be able to persuade the lenders to give us extensions or to refrain from exercising such recalls,
which may adversely affect our results of operations and cash flows.

57. Certain of our immovable properties in India and overseas are taken on lease by us. If we are unable to
renew existing leases or relocate our operations on commercially reasonable terms, there may be an
adverse effect.

Certain of our manufacturing facilities in India and overseas and offices (including our Registered Office and
Corporate Office) are held by us on leasehold basis, from third parties, related parties and certain Government
authorities on certain terms and conditions. Our Nashik Manufacturing Facility I is leased from Maharashtra
Industrial Development Corporation and Nashik Manufacturing Facility II is leased from Nashik Industrial Co-
Op Estate Limited.

If we are unable to renew certain or all of these leases on commercially reasonable terms, we may suffer a
disruption in our operations or be unable to continue to operate from those locations in the future (and may, to
that extent, need to revise our raw material sourcing, product manufacturing and raw material and product
inventory schedules and/or incur significant costs to relocate or expand our operations elsewhere in order to
continue to honour our commitments to our customers). In addition, the terms of certain of our leases require us
(as the lessee) to undertake lease deposit, incur certain repaid and maintenance costs from time to time and to bear
utility charges, and include conditions which may restrict our operational flexibility in certain respects, for
instance, requiring us to obtain the lessor’s prior consent for certain actions (including making significant
structural alterations to the premises) or to sublet, assign such properties.

In addition, any regulatory non-compliance by the landlords or lessors or adverse development relating to the
landlords’ or lessors’ title or ownership rights to such properties or equipment, including as a result of any non-
compliance by them, may entail significant disruptions to our operations, especially if we are forced to vacate
leased spaces or cease of the use of the related equipment following any such developments. If our sales do not
increase in line with our rent and costs, including set up and interior design costs, our profitability and results of
operations could be adversely affected.

71
For details of our immovable properties, see “Our Business – Immovable Properties” on page 282.

58. Our Promoter has provided a personal guarantee for a portion of our borrowings. Our business,
financial condition, results of operations and prospects may be adversely affected by the revocation of
all or any of the personal guarantee provided by our Promoter in connection with our Company’s
borrowings.

Our Promoter has provided a personal guarantee for a portion of our borrowings. See “Restated Consolidated
Financial Information – Short-term borrowings” on page 360. If the guarantee is revoked or if such collateral is
proved insufficient, our lenders may require alternative guarantees or collateral or cancellation of such facilities,
entailing repayment of amounts outstanding under such facilities. If we are unable to procure an alternative
guarantee satisfactory to our lenders, we may need to seek alternative sources of capital, which may not be
available to us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing
agreements, which may limit our operational flexibility. Accordingly, our business, financial condition, results of
operations and prospects may be adversely affected by the revocation of the personal guarantee provided by our
Promoter in connection with our Company’s borrowings.

59. We have significant capital requirements. If we experience insufficient cash flows to allow us to make
required payments on our debt or fund working capital requirements, there may be an adverse effect on
our business and results of operations.

Our business is capital intensive as we constantly seek to add new and upgrade our existing Manufacturing
Facilities; increase our product portfolio; and invest in the research and development of new technologies and
products, among others. In Fiscals 2023, 2022 and 2021, additions to property, plant and equipment, intangibles
and capital work-in progress amounted to ₹ 158.30 million, ₹ 223.55 million and ₹ 317.99 million, respectively.
We also have significant working capital requirements to finance the purchase of raw materials and the
development and manufacturing of products before payment is received from customers.

The actual amount of our future capital requirements may differ from estimates as a result of, among other factors,
unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, economic conditions,
technological changes, additional market developments and new opportunities in the industry. Our working capital
requirements may increase if the payment terms in our purchase orders or invoices include longer payment
schedules. These factors may result in increases in the amount of our receivables and may result in increases in
any future short-term borrowings. Continued increases in our working capital requirements may adversely affect
our results of operations and financial condition.

Our sources of additional financing, where required to meet our capital expenditure plans, may include the
incurrence of debt, the issue of equity or debt securities or a combination of both. If we decide to raise additional
funds through the incurrence of debt, our interest and debt repayment obligations will increase, which may have
a significant effect on our profitability and cash flows. We may also become subject to additional covenants,
which could limit our ability to access cash flows from operations and undertake certain types of transactions. In
addition, to the extent we receive credit ratings in respect of any of our future borrowings, any subsequent
downgrade in those credit ratings may increase interest rates for our future borrowings, which would increase our
cost of borrowings and adversely affect our ability to borrow on a competitive basis. Any issuance of Equity
Shares, on the other hand, would result in a dilution of the shareholding of existing Shareholders.

60. This Prospectus contains information from an industry report which has been commissioned and paid
for by us exclusively for the purposes of the Offer and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks.

We have availed the services of an independent third-party research agency, Frost & Sullivan, to prepare an
industry report titled “Market Assessment of Electrical Automation; Metering, Control and Protection Devices;
Portable Test & Measurement Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting:
Global and India” dated July 19, 2023, exclusively for purposes of confirming our understanding of the industry
we operate in and inclusion of such information in this Prospectus pursuant to an engagement letter dated May
19, 2022. Given the scope and extent of the F&S Report, disclosures are limited to certain excerpts and the F&S
Report has not been reproduced in its entirety in this Prospectus. The F&S Report is a paid report that has been
commissioned by our Company, and is subject to various limitations and based upon certain assumptions that are
subjective in nature. In view of the foregoing, you may not be able to seek legal recourse for any losses resulting
from undertaking any investment in the Offer pursuant to reliance on the information in this Prospectus based on,

72
or derived from, the F&S Report. You should consult your own advisors and undertake an independent assessment
of information in this Prospectus based on, or derived from, the F&S Report before making any investment
decision regarding the Offer. See “Industry Overview” on page 170. For the disclaimers associated with the F&S
Report, see “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of
Presentation – Industry and Market Data” on page 16.

61. We are subject to and are required to comply with restrictive covenants under our financing agreements,
including if we draw down amounts pursuant to such agreements.

As of May 31, 2023, our outstanding borrowings were ₹ 962.94 million. We have entered into agreements with
certain banks and financial institutions for short-term and long-term borrowings, which typically contain
restrictive covenants, including, requirements that we obtain consent from the lenders prior to undertaking certain
matters including changing or modifying our ownership, altering our capital structure, further issuance of any
shares, effecting any scheme of amalgamation or reconstitution, restructuring or changing the management,
changing our shareholding pattern, and change in constitution of the Board of Directors. Further, in terms of
security, we are typically required to create a charge on all our fixed and current assets (present and future),
mortgage over our immovable properties and hypothecation of our movable properties. Further, our Chairman
and Managing Director has provided a personal guarantee, in relation to certain borrowings availed by our
Company. There can be no assurance that we will be able to comply with these financial or other covenants or
that we will be able to obtain consents necessary to take the actions that we believe are required to operate and
grow our business.

Further, any fluctuations in the interest rates may directly impact the interest costs of such loans and could
adversely affect our financial condition. Our ability to make payments on and refinance our indebtedness will
depend on our ability to generate cash from our future operations. We may not be able to generate enough cash
flow from operations or obtain enough capital to service our debt. Our current or future level of leverage could
have significant consequences or our Shareholders and our future financial results and business prospects,
including increasing our vulnerability to a downturn in business in India and other factors which may adversely
affect our operations; limiting our ability to pursue growth plans; requiring us to dedicate a substantial portion of
our cash flow from operations to service debt, thereby reducing the availability of cash-flows to fund capital
expenditures and growth initiatives, meet working capital requirements and use for other general corporate
purposes or make dividend payouts; limiting our flexibility in planning for, or reacting to, changes in our business
and the industry in which we operate; placing us at a competitive disadvantage to any of our competitors that have
less debt; increasing our interest expenditure; and limiting our ability to raise additional funds or refinance existing
indebtedness. Our financing agreements also generally contain certain financial covenants including the
requirement to maintain, among others, specified debt-to-equity ratios. In addition, lenders under our credit facility
could foreclose on and sell our assets if we default under our credit facilities. For further information, see
“Financial Indebtedness” on page 401.

Any failure to comply with the conditions and covenants in our financing agreements that is not waived by our
lenders or otherwise cured could lead to a termination of our credit facilities, acceleration of all amounts due under
such facilities or trigger cross-default provisions under certain of our other financing agreements, any of which
could adversely affect our financial condition and our ability to conduct and implement our business plans.

62. The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer
Price.

The average cost of acquisition of Equity Shares by the Selling Shareholders may be less than the Offer Price.
The details of the average cost of acquisition of Equity Shares held by the Selling Shareholders are set out below:

Number of Equity Shares Average cost of acquisition per Equity

Name of the Selling Shareholder Share*
(in ₹)
Asha Narendra Goliya(1) 4,500,000 0.10
Rishabh Narendra Goliya(1) 750,000 0.03
Narendra Rishabh Goliya (HUF) (2) 517,500 0.13
SACEF 7,010,678 89.56
* As certified by Shah & Mantri, Chartered Accountants, by way of their certificate dated September 4, 2023.
(1)
Jointly held with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(2)
Through its karta, Narendra Joharimal Goliya.

73
63. Our operations may involve certain transactions in or with countries or persons that are subject to United
States and other sanctions.

We sold certain products such as power meters, frequency meters, moving coil DC meters, moving iron AC meter,
etc. outside India. In Fiscals 2023, 2022 and 2021, our Company’s revenue from operations from outside India
amounted to ₹ 3,744.30 million, ₹ 3,190.92 million and ₹ 2,641.87 million, representing 65.74%, 67.86% and
67.75%, respectively, of our Company total revenue from operations in such periods. In particular, we sold small
amounts of our products in Russia, among other countries. Dealings with Russia come with risks of dealing with
individuals or entities that have been specifically targeted with sanctions by the United States government
(“SDN”), and entities that are owned by SDNs (“Blocked Persons”). Any dealings with SDNs or Blocked Persons
create risks under the United States sanctions laws. We cannot assure you that our business will not be impacted
by such United States sanctions in the future, particularly if there are changes to or more stringent application of
the United States sanctions laws. Since sanctions programs are evolving, new requirements or restrictions could
come into effect which might increase regulatory scrutiny of our business or result in certain of our business
activities being deemed to have violated sanctions, or being sanctionable. Any future changes to the United States
sanctions laws may also require us to discontinue our arrangements with our customers in such jurisdictions, or
prevent us from having dealings in jurisdictions subject to such United States sanctions, which could have a
material adverse effect on our financial condition and results of operations. We have contractually agreed not to
deal with sanctioned countries and while our counter party has not declared an event of default for past instances,
we cannot assure you that we will not inadvertently breach the contract or such instances will not occur in the
future.

64. Certain non-GAAP financial measures and performance indicators presented in this Prospectus may
have limitations as analytical tools, may vary from any standard methodology applicable across the
electrical and aluminium industry, and may not be comparable with financial or statistical information
of similar nomenclature presented by other peer companies.

We use certain supplemental non-GAAP measures to review and analyse our financial and operating performance
from period to period, and to evaluate our business, which have been included in this Prospectus. Although these
non-GAAP measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us and our
operating and financial performance. For more information on the non-GAAP financial measures used in this
Prospectus, see “Certain Conventions, Use of Financial Information and Market Data and Currency of
Presentation – Non- Generally Accepted Accounting Principles Financial Measures” and “Definitions and
Abbreviations – Conventional and General Terms and Abbreviations” on pages 16 and 12.

Presentation of these non-GAAP financial measures and key performance indicators should not be considered in
isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in
our Restated Consolidated Financial Information set out in this Prospectus. These non-GAAP financial measures
and performance indicators are not defined under Ind AS, are not presented in accordance with Ind AS and have
limitations as analytical tools. These non-GAAP financial measures may differ from similar titled information
used by our peer companies, who may calculate such information differently and hence their comparability with
the measures used by us may be limited. Therefore, these non-GAAP financial measures and key performance
indicators should not be viewed as substitutes for measures of performance under Ind AS or as indicators of our
cash flows, liquidity or profitability.

65. We may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM)
and Graded Surveillance Measures (GSM) by the Stock Exchanges which may adversely affect trading
price of our Equity Shares.

On listing, we may be subject to general market conditions which may include significant price and volume
fluctuations. The price of our Equity Shares may also fluctuate after the Offer due to several factors such as
volatility in the Indian and global securities market, our profitability and performance, performance of our
competitors, changes in the estimates of our performance or any other political or economic factor. The occurrence
of any of the abovementioned factors may lead to us triggering the parameters specified by Stock Exchanges for
placing securities under the GSM or ASM framework such as net worth and net fixed assets of securities, high
low variation in securities, client concentration and close to close price variation. In the event our Equity Shares
are covered under such surveillance measures implemented by Stock Exchanges, we may be subject to certain
additional restrictions in relation to trading of our Equity Shares such as limiting trading frequency (for example,
trading either allowed once in a week or a month) or freezing of price on upper side of trading which may have

74
an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the development
of an active market for and trading of our Equity Shares.

External Risk Factors

Risks Relating to India

66. Political, macroeconomic, demographic and other changes could adversely affect economic conditions
in India.

Our Company is incorporated in India and the majority of its assets are located in India. Consequently, our
performance and the market price of the Equity Shares may be affected by interest rates, government policies,
taxation, and other social, political and economic developments affecting India. The Indian economy differs from
the economies of most developed countries in many respects, including the degree of government involvement,
level of development, growth rate, and control of foreign exchange and allocation of resources. While the Indian
economy has experienced significant growth over the past decades, growth has been uneven, both geographically
and among various sectors of the economy. The Indian government has implemented various measures to
encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall
Indian economy but may have a negative effect on us.

Our business results depend on a number of general macroeconomic and demographic factors in India which are
beyond our control. In particular, our revenue and profitability are strongly correlated to economic activity in
India, which is influenced by general economic conditions, unemployment levels, the availability of discretionary
income and consumer confidence. Recessionary economic cycles, a protracted economic slowdown, a worsening
economy, increased unemployment, rising interest rates or other industry-wide cost pressures could also affect
the Indian economic outlook and lead to a decline in our sales and earnings.

Factors that may adversely affect the Indian economy, and hence our results of operations and cash flows, may
include:

• the macroeconomic climate, including any increase in Indian interest rates or inflation;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert
or repatriate currency or export assets;
• any scarcity of credit or other financing in India, resulting in an adverse effect on economic conditions in
India and scarcity of financing for our expansions;
• political instability, terrorism or military conflict in India or in countries in the region or globally, including
in India’s various neighbouring countries;
• occurrence of natural or man-made disasters;
• prevailing regional or global economic conditions, including in India’s principal export markets;
• other significant regulatory or economic developments in or affecting India or its consumption sector;
• international business practices that may conflict with other customs or legal requirements to which we are
subject, including anti-bribery and anti-corruption laws;
• protectionist and other adverse public policies, including local content requirements, import/export tariffs,
increased regulations or capital investment requirements;
• inflation rates;
• worsening of the current Monkeypox Virus outbreak, which has been designated as a public health
emergency of international concern by the WHO, or any future outbreaks of any other similar contagious
disease; and
• being subject to the jurisdiction of foreign courts, including uncertainty of judicial processes and difficulty
enforcing contractual agreements or judgments in foreign legal systems or incurring additional costs to do
so.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could
adversely affect our business, results of operations, cash flows and financial condition and the price of the Equity
Shares.

67. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest
and other events could materially and adversely affect our business.

75
Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-19, acts of
war such as Russia’s invasion of Ukraine, terrorist attacks and other events, many of which are beyond our control,
may lead to economic instability, including in India or globally, which may in turn materially and adversely affect
our business, financial condition, cash flows and results of operations.

Our operations may be adversely affected by fires, natural disasters and/or severe weather, which can result in
damage to our technological infrastructure and generally reduce our productivity and may require us to evacuate
personnel and suspend operations. Any terrorist attacks or civil unrest as well as other adverse social, economic
and political events in India could have a negative effect on us. Such incidents could also create a greater
perception that investment in Indian companies involves a higher degree of risk and could have an adverse effect
on our business and the price of the Equity Shares.

A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to
contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9,
H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 and the monkeypox
virus. Certain countries in Southeast Asia have reported cases of bird-to-human transmission of avian and swine
influenza, resulting in numerous human deaths. A worsening of the current outbreak of COVID-19 virus or future
outbreaks of COVID-19 virus, avian or swine influenza or a similar contagious disease could adversely affect the
Indian economy and economic activity in the region and in turn have a material adverse effect on our business
and the trading price of the Equity Shares.

68. A downgrade in ratings of India, may affect the trading price of the Equity Shares.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India.
India’s sovereign debt has been rated as Baa3 with a “stable” outlook by Moody’s in March 2023, BBB- with a
“stable” outlook by Fitch in May 2023, BBB(low) with a “stable” outlook by DBRS in May 2023 and BBB- with
a stable outlook by S&P in May 2023. Any further adverse revisions to India’s credit ratings for domestic and
international debt by international rating agencies may adversely impact our ability to raise additional financing
and the interest rates and other commercial terms at which such financing is available, including raising any
overseas additional financing. A downgrading of India’s credit ratings may occur, for example, upon a change of
government tax or fiscal policy, which are outside our control. This could have an adverse effect on our ability to
fund our growth on favourable terms or at all, and consequently adversely affect our business, cash flows and
financial performance and the price of the Equity Shares.

69. Changing regulations in India could lead to new compliance requirements that are uncertain.

The regulatory and policy environment in which we operate is evolving and is subject to change. The GoI may
implement new laws or other regulations and policies that could affect manufacturing in general, which could lead
to new compliance requirements, including requiring us to obtain additional approvals and licenses from the
Government and other regulatory bodies, or impose onerous requirements, which can lead to uncertainty in our
operations and could adversely affect our business, prospects and results of operations.

For instance, the GoI has introduced (a) the Code on Wages, 2019 (“Wages Code”); (b) the Code on Social
Security, 2020 (“Social Security Code”); (c) the Occupational Safety, Health and Working Conditions Code,
2020; and (d) the Industrial Relations Code, 2020 which, once completely notified will consolidate, subsume and
replace numerous existing central labour legislations. While the rules for implementation under these codes have
not been notified, we are yet to determine the impact of all or some such laws on our business and operations
which may restrict our ability to grow our business in the future and increase our expenses.

Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing
law, regulation or policy in the jurisdictions in which we operate, including by reason of an absence, or a limited
body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
impact the viability of our current business or restrict our ability to grow our business in the future. We may incur
increased costs and other burdens relating to compliance with such new requirements, which may also require
significant management time and other resources, and any failure to comply may adversely affect our business,
results of operations and prospects.

70. Changes in the taxation system in India could adversely affect our business.

Our business, financial condition and results of operations could be adversely affected by any change in the
extensive central and state tax regime in India applicable to us and our business. Tax and other levies imposed by

76
the central and state governments in India that affect our tax liability, include central and state taxes and other
levies, income tax, turnover tax, goods and service tax, stamp duty and other special taxes and surcharges, which
are introduced on a temporary or permanent basis from time to time. This extensive central and state tax regime
is subject to change from time to time. The final determination of our tax liability involves the interpretation of
local tax laws and related regulations in each jurisdiction, as well as the significant use of estimates and
assumptions regarding the scope of future operations and results achieved and the timing and nature of income
earned and expenditures incurred.

For instance, the GoI has implemented two major reforms in Indian tax laws, namely the GST, and provisions
relating to general anti-avoidance rules (“GAAR”). The indirect tax regime in India has undergone a complete
overhaul. The indirect taxes on goods and services, such as central excise duty, service tax, central sales tax, state
value added tax, surcharge and excise have been replaced by Goods and Service Tax with effect from July 1,
2017.

The GST regime is relatively new and therefore is subject to amendments and its interpretation by the relevant
regulatory authorities. GAAR became effective from April 1, 2017. The tax consequences of the GAAR
provisions being applied to an arrangement may result in, among others, a denial of tax benefit to us and our
business. In the absence of any precedents on the subject, the application of these provisions is subjective. If the
GAAR provisions are made applicable to us, it may have an adverse tax impact on us. Further, if the tax costs
associated with certain of our transactions are greater than anticipated because of a particular tax risk materializing
on account of new tax regulations and policies, it could affect our profitability from such transactions.

Further, the GoI recently proposed additional tax measures in Finance Bill, 2022 and Union Budget for Fiscal
2023 which, among others, requires the taxpayers to explain sources of cash credits, introduces a separate 30%
tax on income from virtual digital assets, extended the anti-tax avoidance provision to bonus stripping of securities
and repeals the 15% concessional rate on foreign dividends. There is no certainty of how these proposed tax
measures may have an impact on our customers and financial institution partners, our business and operations or
the industry in which we operate.

Our companies operating in India may choose not to claim any of the specified deductions or exemptions and
claim the lower corporate tax, in which case, the minimum alternate tax provisions would not be applicable.
Alternatively, we may choose to pay the higher rate of corporate tax; i.e., 30% or 25%, as the case may be, plus
applicable surcharge and cess, after claiming the applicable deductions and exemptions or the minimum alternate
tax at the rate of 15% plus applicable surcharge and cess. As such, there is no certainty on the impact that these
amendments may have on our business and operations or on the industry in which we operate.

Further, the Finance Act, 2020, had, amongst others things, notified changes and provided a number of
amendments to the direct and indirect tax regime, including, without limitation, a simplified alternate direct tax
regime and that dividend distribution tax (“DDT”), will not be payable in respect of dividends declared, distributed
or paid by a domestic company after March 31, 2020, and accordingly, such dividends would not be exempt in
the hands of the shareholders, both resident as well as non-resident and are subject to tax deduction at source.
Additionally, the Government of India announced the Union Budget for Fiscal 2024 and the Finance Act, 2023,
which was notified in the e-Gazette on March 31, 2023. The Finance Act, 2023 introduced various amendments
to taxation laws in India. The Company may or may not grant the benefit of a tax treaty (where applicable) to a
non-resident shareholder for the purposes of deducting tax at source from such dividend. Investors should consult
their own tax advisors about the consequences of investing or trading in the Equity Shares.

We cannot predict whether any tax laws or other regulations impacting it will be enacted, or predict the nature
and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material
adverse effect on our business, financial condition, results of operations and cash flows.

71. Financial instability in other countries may cause increased volatility in Indian financial markets.

The Indian market and the Indian economy are influenced by economic and market conditions in other countries,
including conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in
Asia, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide
financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly,
adversely affect the Indian economy and financial sector and us.

77
Although economic conditions vary across markets, loss of investor confidence in one emerging economy may
cause increased volatility across other economies, including India. Financial instability in other parts of the world
could have a global influence and thereby negatively affect the Indian economy. Financial disruptions could
materially and adversely affect our business, prospects, financial condition, results of operations and cash flows.
Furthermore, economic developments globally can have a significant impact on India. Concerns related to a trade
war between large economies may lead to increased risk aversion and volatility in global capital markets and
consequently have an impact on the Indian economy. Following the United Kingdom’s exit from the European
Union (“Brexit”), there remains significant uncertainty around the terms of their future relationship with the
European Union and, more generally, as to the impact of Brexit on the general economic conditions in the United
Kingdom and the European Union and any consequential impact on global financial markets. For example, Brexit
could give rise to increased volatility in foreign exchange rate movements and the value of equity and debt
investments.

Moreover, throughout 2021, the Russian military build-up on the border of Ukraine has escalated tensions between
Russia and Ukraine and strained bilateral relations. These events have continued in 2022 with Russia commencing
a full-scale military invasion of Ukraine in February 2022. On February 21, 2022, Russia recognized the
independence of two separatist regions within Ukraine and ordered Russian troops into these regions with a
purported mission to maintain peace in the area. Following the invasion of Ukraine, countries like the United
States, the European Union, Canada, Japan, Australia and some other countries have made announcements
regarding imposition of sanctions and sanctions have been implemented in the meantime. The imposition of
sanctions could lead to unpredictable reactions from Russia. If any sanction risk materializes, this could have a
material adverse effect on our business, cash flows, financial condition and results of operations.

In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown
in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the
trade relations between the two countries. The sovereign rating downgrades for Brazil and Russia (and the
imposition of sanctions on Russia) have also added to the growth risks for these markets. These factors may also
result in a slowdown in India’s export growth. In response to such developments, legislators and financial
regulators in the United States and other jurisdictions, including India, implemented a number of policy measures
designed to add stability to the financial markets. However, the overall long-term effect of these and other
legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended
stabilizing effects. Any significant financial disruption could have a material adverse effect on our business,
financial condition, cash flows and results of operation.

These developments, or the perception that any of them could occur, have had and may continue to have a material
adverse effect on global economic conditions and the stability of global financial markets, and may significantly
reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets
or restrict our access to capital. This could have a material adverse effect on our business, financial condition,
cash flows and results of operations and reduce the price of the Equity Shares.

72. If inflation were to rise in India, we might not be able to increase the prices of our products at a
proportional rate thereby reducing our margins.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of transportation, wages, raw materials and other
expenses relevant to our business. High fluctuations in inflation rates may make it more difficult for us to
accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we
may not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our
business and financial condition. In particular, we might not be able to reduce our costs or entirely offset any
increases in costs with increases in prices for our products. In such case, our business, results of operations, cash
flows and financial condition may be adversely affected. Further, the Government has previously initiated
economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect.
There can be no assurance that Indian inflation levels will not worsen in the future.

73. We may be affected by competition laws, the adverse application or interpretation of which could
adversely affect our business.

78
The Competition Act, 2002 (“Competition Act”) seeks to prevent business practices that have an appreciable
adverse effect on competition in the relevant market in India. Under the Competition Act, any arrangement,
understanding or action in concert between enterprises, whether formal or informal, which causes or is likely to
cause an appreciable adverse effect on competition in India is void and attracts substantial monetary penalties.
Further, any agreement among competitors which directly or indirectly involves the determination of purchase or
sale prices, limits or controls production, supply, markets, technical development, investment or provision of
services, shares the market or source of production or provision of services in any manner by way of allocation of
geographical area, type of goods or services or number of consumers in the relevant market or in any other similar
way or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse
effect on competition.

The Competition Act also prohibits abuse of a dominant position by any enterprise. If it is proved that the
contravention committed by a company took place with the consent or connivance or is attributable to any neglect
on the part of, any director, manager, secretary or other officer of such company, that person shall be also guilty
of the contravention and may be punished. On March 4, 2011, the GoI notified and brought into force the
combination regulation (merger control) provisions under the Competition Act with effect from June 1, 2011.
These provisions require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that
cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the
Competition Commission of India, or CCI. Additionally, on May 11, 2011, the CCI issued the Competition
Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations,
2011, as amended, which sets out the mechanism for implementation of the merger control regime in India.

The Competition Act aims to, among other things, prohibit all agreements and transactions, including agreements
between vertical trading partners i.e. entities at different stages or levels of the production chain in different
markets, which may have an appreciable adverse effect on competition in India. Consequently, all agreements
entered into by us could be within the purview of the Competition Act. We may also be subject to queries from
the CCI pursuant to complaints by consumers or any third persons, which could be made without any or adequate
basis given our market presence. Further, the CCI has extra-territorial powers and can investigate any agreements,
abusive conduct or combination occurring outside of India if such agreement, conduct or combination has an
appreciable adverse effect on competition in India. However, the effect of the provisions of the Competition Act
on the agreements entered into by us cannot be predicted with certainty at this stage.

Risks Relating to the Equity Shares and this Offer

74. Investors may have difficulty enforcing foreign judgments against our Company or our management.

Our Company is incorporated under the laws of India as a company limited by shares. As on the date of this
Prospectus, the majority of our directors and Key Managerial Personnel are residents of India. A substantial
portion of our Company’s assets and the assets of our Directors and executive officers resident in India are located
in India. As a result, it may be difficult for investors to effect service of process upon us or such persons outside
India or to enforce judgments obtained against our Company or such parties outside India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments.
Recognition and enforcement of foreign judgments is provided for under Section 13 of the Code of Civil
Procedure, 1908 (“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be
conclusive regarding any matter directly adjudicated upon, except: (i) where the judgment has not been
pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the
case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of
international law or a refusal to recognize the law of India in cases to which such law is applicable; (iv) where the
proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been
obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in force in
India. Under the CPC, a court in India shall, upon the production of any document purporting to be a certified
copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction,
unless the contrary appears on record. However, under the CPC, such presumption may be displaced by proving
that the court did not have jurisdiction.

Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court, within the
meaning of that Section, in any country or territory outside of India which the GoI has by notification declared to
be in a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been
rendered by the relevant court in India. However, Section 44A of the CPC is applicable only to monetary decrees

79
not being of the same nature as amounts payable in respect of taxes, other charges of a like nature or of a fine or
other penalties but does not include an arbitration award, even if such an award is enforceable as a decree or
judgment. The United Kingdom, United Arab Emirates, Singapore and Hong Kong, among others, have been
declared by the GoI to be reciprocating territories for the purposes of Section 44A of the CPC.

The United States and India do not currently have a treaty providing for reciprocal recognition and enforcement
of judgments, other than arbitration awards, in civil and commercial matters. Therefore, a final judgment for the
payment of money rendered by any federal or state court in the United States on civil liability, whether or not
predicated solely upon the federal securities laws of the United States, would not be enforceable in India.
However, the party in whose favour such final judgment is rendered may bring a new suit in a competent court in
India based on a final judgment that has been obtained in the United States. The suit must be brought in India
within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil
liability in India.

Further, there may be considerable delays in the disposal of suits by Indian courts. It is unlikely that a court in
India would award damages on the same basis as a foreign court if an action were brought in India. Furthermore,
it is unlikely that an Indian court would enforce a foreign judgment if that court was of the view that the amount
of damages awarded was excessive or inconsistent with public policy or Indian law. It is uncertain as to whether
an Indian court would enforce foreign judgments that would contravene or violate Indian law. However, a party
seeking to enforce a foreign judgment in India is required to obtain approval from the RBI under the FEMA to
execute such a judgment or to repatriate any amount recovered, and we cannot assure you that such approval will
be forthcoming within a reasonable period of time, or at all, or that conditions of such approvals would be
acceptable. Further, any such amount may be subject to income tax in accordance with applicable laws. Any
judgment awarding damages in a foreign currency is required to be converted into Rupees on the date the award
becomes enforceable and not on the date of payment.

75. The trading volume and market price of the Equity Shares may be volatile following the Offer.

The market price of the Equity Shares may fluctuate as a result of, among other things, the following factors,
some of which are beyond our control:

• quarterly variations in our results of operations;

• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial performance, including financial estimates by research
analysts and investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or
capital commitments;
• announcements by third parties or governmental entities of significant claims or proceedings against us;
• new laws and governmental regulations applicable to our industry;
• additions or departures of key management personnel;
• changes in exchange rates;
• the public’s reaction to our press releases, other public announcements and filings with the regulator;
• any additional investment or sale of investment by significant shareholders(s);
• fluctuations in stock market prices and volume; and
• general economic and stock market conditions.

Changes in relation to any of the factors listed above could adversely affect the price of the Equity Shares.

76. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the
value of our Equity Shares, independent of our operating results.

Our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any dividends, if declared, in respect of our
Equity Shares will be paid in Rupees and subsequently converted into the relevant foreign currency for
repatriation, if required. Any adverse movement in exchange rates during the time that it takes to undertake such
conversion may reduce the net dividend to investors. In addition, any adverse movement in exchange rates during
a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in
regulatory approvals that may be required for the sale of Equity Shares may reduce the net proceeds received by
the Shareholders.

80
The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially
in the future, which may have a material adverse effect on the value of the Equity Shares and returns from the
Equity Shares, independent of our operating results.

77. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on the
Equity Shares.

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares
held as investments in an Indian company are generally taxable in India. Any capital gain realized on the sale of
listed equity shares on a Stock Exchange held for more than 12 months immediately preceding the date of transfer
will be subject to long term capital gains in India at the specified rates depending on certain factors, such as
whether the sale is undertaken on or off the Stock Exchanges, the quantum of gains and any available treaty relief.
Accordingly, we may be subject to payment of long-term capital gains tax in India, in addition to payment of
Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12 months immediately
preceding the date of transfer. STT will be levied on and collected by a domestic stock exchange on which the
Equity Shares are sold.

Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less
immediately preceding the date of transfer will be subject to short term capital gains tax in India.

Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where relief
from such taxation in India is provided under a treaty between India and the country of which the seller is resident
and the seller is entitled to avail benefits thereunder, subject to certain conditions. Generally, Indian tax treaties
do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable
for tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares.

Similarly, any business income realized from the transfer of Equity Shares held as trading assets is taxable at the
applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller. Additionally, in terms of the
Finance Act, 2018, which has been notified on March 29, 2018 with effect from April 1, 2018, the tax payable by
an assessee on the capital gains arising from transfer of long term capital asset (introduced as section 112A of the
Income-Tax Act, 1961) shall be calculated on such long-term capital gains at the rate of 10%, where the long-
term capital gains exceed ₹ 100,000, subject to certain exceptions in case of a resident individuals and HUF.

Further, the Finance Act, 2019 has made various amendments in the taxation laws and has also clarified that, in
the absence of a specific provision under an agreement, the liability to pay stamp duty in case of sale of securities
through stock exchanges will be on the buyer, while in other cases of transfer for consideration through a
depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on
a delivery basis is specified at 0.015% and on a non -delivery basis is specified at 0.003% of the consideration
amount. These amendments have come into effect from July 1, 2020.

Additionally, the Finance Act, 2020 does not require DDT to be payable in respect of dividends declared,
distributed or paid by a domestic company after March 31, 2020, and accordingly, such dividends would not be
exempt in the hands of the shareholders, both resident as well as non-resident. The Company may or may not
grant the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax
at source pursuant to any corporate action including dividends.

The Finance Act, 2022, among others, requires the taxpayers to explain sources of cash credits, introduces a
separate 30% tax on income from virtual digital assets, extended the anti-tax avoidance provision to bonus
stripping of securities and repeals the 15% concessional rate on foreign dividends. We cannot predict whether any
further amendments made pursuant to the Finance Act, 2022 and Union Budget for Fiscal 2023 would have an
adverse effect on our business, financial condition and results of operations.

78. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Offer.

The Equity Shares will be listed on the Stock Exchange. Pursuant to the applicable Indian laws and practice,
permission for listing of the Equity Shares will not be granted till the Equity Shares in this Offer have been issued
and allotted and all relevant documents are submitted to the Stock Exchanges. Further, certain actions must be
completed prior to the commencement of listing and trading of the Equity Shares such as the Investor’s book entry

81
or ‘demat’ accounts with the depository participants in India, expected to be credited within one (1) Working Day
of the date on which the Basis of Allotment is finalized with the Designated Stock Exchange. In addition, the
Allotment of Equity Shares in the Offer and the credit of such Equity Shares to the applicant’s demat account with
the depository participant could take approximately five (5) Working Days from the Bid/Offer Closing Date and
trading in Equity Shares upon receipt of listing and trading approval from the Stock Exchanges, trading of Equity
Shares is expected to commence within six (6) Working Days from Bid/ Offer Closing Date. Any failure or delay
in obtaining the approval or otherwise commence trading in Equity Shares would restrict your ability to dispose
of your Equity Shares. We cannot assure you that the Equity Shares will be credited to investors’ demat accounts
or that trading in the Equity Shares will commence in a timely manner (as specified herein) or at all. We could
also be required to pay interest at the applicable rates if the allotment is not made, refund orders are not dispatched
or demat credits are not made to investors within the prescribed time periods.

79. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by us
may dilute your shareholding and the sale of Equity Shares by the Promoter and members of our
Promoter Group may adversely affect the trading price of the Equity Shares

We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any
future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by us,
including through exercise of employee stock options under an employee benefit scheme may lead to dilution of
your shareholding in our Company. Any future equity issuances by us (including under any employee benefit
scheme) or disposal of our Equity Shares by the Promoter, members of our Promoter Group or any of our other
principal shareholders or any other change in our shareholding structure to comply with the minimum public
shareholding norms applicable to listed companies in India or any public perception regarding such issuance or
sales may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of our equity shares or incurring additional debt.

We cannot assure you that we will not issue further Equity Shares or that our existing shareholders including our
Promoter and members of our Promoter Group will not dispose of further Equity Shares after the completion of
the Offer (subject to compliance with the lock-in provisions under the SEBI ICDR Regulations) or pledge or
encumber their Equity Shares. Any future issuances could also dilute the value of shareholder’s investment in the
Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also be issued at
prices below the Offer Price. We may also issue convertible debt securities to finance our future growth or fund
our business activities. In addition, any perception by investors that such issuances or sales might occur could also
affect the trading price of the Equity Shares.

80. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract
foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and
residents are freely permitted (subject to certain exceptions), if they comply with the valuation and reporting
requirements specified by the RBI, from time to time. If a transfer of shares is not in compliance with such
requirements and fall under any of the exceptions specified by the RBI, then the RBI’s prior approval is required.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities. We cannot assure you that any required approval from the RBI or any other governmental
agency can be obtained on any particular terms, or at all. In terms of Press Note 3 of 2020, dated April 17, 2020,
issued by the Department for Promotion of Industry and Internal Trade (“DPIIT”), as consolidated in the FDI
Policy with effect from October 15, 2020, all investments under the foreign direct investment route by entities of
a country which shares land border with India or where the beneficial owner of an investment into India is situated
in or is a citizen of any such country will require prior approval of the GoI. Further, in the event of transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the
beneficial ownership will also require approval of the GoI. Any such approval(s) would be subject to the discretion
of the regulatory authorities. This may cause uncertainty and delays in our future investment plans and initiatives.
We cannot assure you that any required approval from the relevant governmental agencies can be obtained on any
particular terms or at all. For further details, see “Restrictions on Foreign Ownership of Indian Securities” on
page 481.

Moreover, the exchange control regulations we are subject to constrain our ability to remit dividends to our
Shareholders. There is no assurance that your dividends will not subject to any delay or deduction. In addition,

82
the exchange control regulations we are subject to could affect the availability of cash and cash equivalents for
use by our Company, which may adversely affect our business, results of operations, financial condition and cash
flows.

81. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition.

Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. If our Restated Financial
Statements were to be prepared in accordance with such other accounting principles, our results of operations,
cash flows and financial position may be substantially different. Prospective investors should review the
accounting policies applied in the preparation of our financial statements, and consult their own professional
advisers for an understanding of the differences between these accounting principles and those with which they
may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Prospectus should be limited accordingly.

82. The determination of the Price Band is based on various factors and assumptions and the Offer Price of
the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer. Further,
the current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The determination of the Price Band is based on various factors and assumptions and will be determined by our
Company and the Selling Shareholders in consultation with the BRLMs. Furthermore, the Offer Price of the
Equity Shares will be determined by our Company and the Selling Shareholders in consultation with the BRLMs
through the Book Building Process. These will be based on numerous factors, including factors as described under
“Basis for Offer Price” on page 149 and may not be indicative of the market price for the Equity Shares after the
Offer.

In addition to the above, the current market price of securities listed pursuant to certain previous initial public
offerings managed by the BRLMs is below their respective issue price. For further details, see “Other Regulatory
and Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 448. The factors
that could affect the market price of the Equity Shares include, among others, broad market trends, financial
performance and results of our Company post-listing, and other factors beyond our control. We cannot assure you
that an active market will develop, or sustained trading will take place in the Equity Shares or provide any
assurance regarding the price at which the Equity Shares will be traded after listing.

83. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid amount) at any stage after submitting a bid, and Retail Individual
Bidders are not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw or
lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid.
Retail Individual Investors can revise their Bids during the Bid/Offer Period and withdraw their Bids until
Bid/Offer Closing Date. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed
to be listed including Allotment pursuant to the Offer within six Working Days from the Bid/Offer Closing Date,
events affecting the Bidders’ decision to invest in the Equity Shares, including material adverse changes in
international or national monetary policy, financial, political or economic conditions, our business, results of
operation or financial condition may arise between the date of submission of the Bid and Allotment. Our Company
may complete the Allotment of the Equity Shares even if such events occur, and such events may limit the Bidders’
ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to
decline on listing.

84. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian
law and thereby may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer holders of its
Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain
their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights
have been waived by the adoption of a special resolution by holders of three-fourths of the Equity Shares who

83
have voted on such resolution. However, if the laws of the jurisdiction that holders are in does not permit the
exercise of such pre-emptive rights without us filing an offering document or registration statement with the
applicable authority in such jurisdiction, the holders will be unable to exercise such pre-emptive rights unless we
make such a filing. The Company may elect not to file a registration statement in relation to pre-emptive rights
otherwise available by Indian law to the holders. If the Company elects to not file a registration statement, the
new securities may be issued to a custodian, who may sell the securities for the holder’s benefit. The value such
custodian receives on the sale of any such securities and the related transaction costs cannot be predicted. In
addition, to the extent that the holders are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, they may suffer future dilution of your ownership position and their proportional interests in our Company
would be reduced.

85. A third-party could be prevented from acquiring control of us post this Offer, because of anti-takeover
provisions under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain types of
transactions involving actual or threatened change in control of our Company. Although these provisions have
been formulated to ensure that interests of investors/shareholders are protected, these provisions may also
discourage a third party from attempting to take control of our Company. Consequently, even if a potential
takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price or
would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the SEBI Takeover Regulations.

86. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.

Indian laws and legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’
rights under Indian law, including in relation to class actions, may not be as extensive as shareholders’ rights
under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as
shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.

87. The requirements of being a publicly listed company may strain our resources.

We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our
affairs by shareholders, regulators and the public at large that is associated with being a listed company. As a
listed company, we will incur significant legal, accounting, corporate governance and other expenses that we did
not incur as an unlisted company. We will be subject to the Listing Regulations which will require us to file
audited annual and unaudited quarterly reports with respect to our business and financial condition. We may fail
to satisfy our reporting obligations and/or we may not be able to readily determine and accordingly report any
changes in our results of operations as promptly as other listed companies. Further, as a publicly listed company,
we will need to maintain and improve the effectiveness of our disclosure controls and procedures and internal
control over financial reporting, including keeping adequate records of daily transactions. In order to maintain
and improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, significant resources and management attention will be required. As a result, our management’s
attention may be diverted from our business concerns, which may adversely affect our business, prospects,
financial condition, results of operations, and cash flows. In addition, we may need to hire additional legal and
accounting staff with appropriate experience and technical accounting knowledge, but we cannot assure you that
we will be able to do so in a timely and efficient manner.

84
 SECTION III: INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

Offer(1) 11,128,858* Equity Shares aggregating to ₹ 4,907.83 million

The Offer consists of:
Fresh Issue 1,700,680* Equity Shares aggregating to ₹750.00 million
Offer for Sale (2) 9,428,178* Equity Shares aggregating to ₹ 4,157.83 million
Of which:
A. QIB Portion(3)(5) Not more than 5,564,428* Equity Shares aggregating to ₹
2,453.91 million
Of which:
Anchor Investor Portion(5) 3,338,656* Equity Shares
Net QIB (assuming the Anchor Investor Portion is fully 2,225,772* Equity Shares
subscribed)
Of which:
Available for allocation to Mutual Funds only (5% of the 111,289* Equity Shares
Net QIB Portion)
Balance of QIB Portion for all QIBs including Mutual 2,114,483* Equity Shares
Funds

B. Non-Institutional Category(3)(4) Not less than 1,669,329* Equity Shares aggregating to ₹ 736.17
million
Of which:
One-third of the Non-Institutional Category available for 556,443* Equity Shares
allocation to Bidders with an application size of more than
₹ 200,000 and up to ₹ 1,000,000
Two-third of the Non-Institutional Category available for 1,112,886* Equity Shares
allocation to Bidders with an application size of more than
₹ 1,000,000

C. Retail Portion(3)(4) Not less than 3,895,101* Equity Shares aggregating to ₹ 1,717.74
million

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer (as on the date 36,260,678* Equity Shares
of this Prospectus)
Equity Shares outstanding after the Offer 37,961,358* Equity Shares
Use of proceeds of the Offer See “Objects of the Offer - Details of the Objects of the Fresh
Issue” on page 125 for information about the use of the Net
Proceeds arising from the Fresh Issue. Our Company will not
receive any portion of the proceeds from the Offer for Sale.
*Subject to finalization of Basis of Allotment.
(1)
Our Board has authorised the Offer by way of its resolution dated December 19, 2022 and our Shareholders have approved the Fresh
Issue pursuant to a special resolution passed on December 22, 2022. Further, our Board has taken on record the consent of the Selling
Shareholders to participate in the Offer for Sale pursuant to resolutions passed at their meetings held on December 19, 2022 and
August 7, 2023.
(2)
The Selling Shareholders, severally and not jointly, have confirmed and authorized their respective participation in the Offer for Sale,
as stated below.

S. No. Name of the Selling Date of consent letter Date of board resolution/ Maximum number of
Shareholder corporate authorization Offered Shares**
1. Asha Narendra Goliya* December 19, 2022 - 1,500,000
2. Rishabh Narendra Goliya* December 19, 2022 - 400,000
3. Narendra Rishabh Goliya December 19, 2022 - 517,500
(HUF)^
4. SACEF August 7, 2023 August 1, 2023 7,010,678
Total 9,428,178
*
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
**
Subject to finalization of Basis of Allotment
^
Through its karta, Narendra Joharimal Goliya.
(3)
Subject to valid bids being received at or above the Offer Price, under subscription, if any, in any category, except in the QIB Portion,
is allowed to be met with spill-over from any other category or combination of categories of Bidders, as applicable, at the discretion of
our Company, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws. Undersubscription, if
any, in the QIB Portion (excluding the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a
combination of categories.

85
(4)
Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Bidders, was
made on a proportionate basis subject to valid Bids having been received at or above the Offer Price. The allocation to each Retail
Individual Bidder was not less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining
available Equity Shares, if any, were allocated on a proportionate basis. Not less than 15% of the Offer was available for allocation to
Non-Institutional Investors of which one-third of the Non-Institutional Category was available for allocation to Bidders with an
application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Category was available for
allocation to Bidders with an application size of more than ₹ 1,000,000 and under-subscription in either of these two sub-categories of
Non-Institutional Category was allocated to Bidders in the other sub-category of Non-Institutional Category. The allocation to each
Non-Institutional Bidder was not less than the minimum application size, subject to availability of Equity Shares in the Non-Institutional
Portion and the remaining available Equity Shares, if any, were allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
(5)
Our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for
domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the price at which Equity
Shares are allocated to Anchor Investors in the Offer. For further information, see “Offer Procedure” on page 463.

For further information, see “Terms of the Offer”, “Offer Structure” and “Offer Procedure” on pages 454, 460
and 463 respectively.

86
 SUMMARY OF FINANCIAL STATEMENTS

The following tables set forth summary financial information derived from our Restated Consolidated Financial
Information. The summary financial information for the financial years ended March 31, 2023, March 31, 2022
and March 31, 2021 presented below should be read in conjunction with “Restated Consolidated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
on pages 320 and 406, respectively.

[Remainder of this page intentionally kept blank]

87
 (In ₹ million)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, Plant and Equipment 1,925.97 1,943.54 1,980.76
Capital work-in-progress 76.15 51.34 20.69
Goodwill 213.42 210.57 211.62
Other intangible assets 52.71 42.02 51.19
Financial assets
Investments 2.15 2.08 1.88
Other financial assets 6.79 34.62 23.08
Deferred Tax Asset 21.19 17.32 15.45
Other non-current assets 93.20 12.11 16.26
Total non-current assets 2,391.58 2,313.60 2,320.93

Current assets
Inventories 1,535.06 1,284.17 794.14
Financial assets
Trade receivables 1,209.04 799.79 683.15
Cash and cash equivalents 665.65 462.41 543.25
Bank balances other than cash and cash equivalents 394.87 588.88 635.96
Other financial assets 21.47 24.11 24.99
Current tax assets (net) 8.70 4.95 1.28
Other current assets 262.91 161.01 116.00
Total current assets 4,097.70 3,325.32 2,798.77
Total assets 6,489.28 5,638.92 5,119.70

EQUITY AND LIABILITIES

Equity
Equity share capital 292.50 146.25 146.25
Instruments entirely equity in nature 108.18 108.18 108.18
Other equity 3,609.63 3,150.45 2,738.17
Equity attributable to equity holders of parent 4,010.31 3,404.88 2,992.60

Non-Controlling Interest 77.17 56.10 28.65

Total equity 4,087.48 3,460.98 3,021.25

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 258.35 336.18 454.80
Lease Liabilities 6.17 0.59 68.48
Deferred tax liabilities (net) 49.71 61.76 53.62
Provisions 81.84 70.79 71.75
Total non-current liabilities 396.07 469.32 648.65

Current liabilities
Financial liabilities
Borrowings 770.19 629.51 464.72
Lease Liabilities 23.96 66.92 71.31
Trade payables
i)total outstanding dues of micro enterprises and small enterprises 53.90 39.09 10.16
ii)total outstanding dues of creditors other than micro
639.18 611.30
enterprise and small enterprise 774.62
Other financial liabilities 105.58 143.58 112.99
Other current liabilities 216.92 144.88 110.82
Provisions 60.56 44.33 49.41
Current tax liabilities (net) - 1.13 19.09

Total current liabilities 2,005.73 1,708.62 1,449.80

Total liabilities 2,401.80 2,177.94 2,098.45

Total equity and liabilities 6,489.28 5,638.92 5,119.70

88
 (In ₹ million except per share data)

Year ended Year ended Year ended

Particulars
31 March 2023 31 March 2022 31 March 2021
Income
Revenue from operations 5,695.40 4,702.50 3,899.56
Other income 102.41 96.65 125.36
Total income 5,797.81 4,799.15 4,024.92

Expenses
Cost of material consumed 2,350.16 2,010.80 1,488.66
Purchase of Stock-in-trade 259.25 128.70 62.78
Changes in inventories of finished goods, stock-in-trade and work-in-progress (46.17) (167.56) 10.95
Employee benefits expense 1,451.24 1,257.48 1,149.20
Finance costs 51.50 34.31 31.71
Depreciation and amortization expense 204.60 199.80 210.87
Other expenses 920.17 743.41 613.12
Total expenses 5,190.75 4,206.94 3,567.29

Profit for the year before share of profit of an associate and tax 607.06 592.21 457.63
Share of profit of an associate 0.09 0.20 0.33
Profit before tax 607.15 592.41 457.96

Tax expense
Current tax expense (125.30) (117.64) (102.09)
Adjustment for earlier years - 28.21 -
Deferred tax 15.02 (6.46) 3.53
Total income tax expense (110.28) (95.89) (98.56)

Profit for the year 496.87 496.52 359.40

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 82.09 (35.38) 24.06
82.09 (35.38) 24.06
Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit liability (11.27) 0.88 (1.55)
Income tax effect on these items 1.75 (0.23) 0.08
(9.52) 0.65 (1.47)

Other comprehensive income/(loss) for the year, net of tax 72.57 (34.73) 22.59

Total comprehensive income for the year 569.44 461.79 381.99

Profit for the year attributable to:

Equity holders of the parent 468.17 470.64 347.29
Non-controlling interests 28.70 25.88 12.11

Other comprehensive income/(loss) for the year attributable to:

Equity holders of the parent 71.35 (36.30) 20.54
Non-controlling interests 1.22 1.57 2.05

Total comprehensive income for the year attributable to:

Equity holders of the parent 539.53 434.34 367.83
Non-controlling interests 29.92 27.45 14.16

Earnings per share after bonus issue (Face value per share of Rs 10 each)
Basic earnings per share (INR) 12.84 12.91 9.32
Diluted earnings per share (INR) 12.76 12.89 9.32

89
 (In ₹ million)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
Cash flow from operating activities
Profit before tax 607.15 592.41 457.96
Adjustments for:
Depreciation and amortization expenses 204.61 199.80 210.87
Share based payment expense 79.85 - 0.27
Finance cost 51.50 34.31 31.71
Interest income (41.09) (29.43) (43.47)
Liabilities written back (3.34) (2.60) -
Loss/ (Gain) on sale of fixed assets (2.59) 0.50 0.02

(3.47) (35.56) (2.64)

Provision / (Reversal of excess provision) for bad and doubtful debts
Share of Profit of an associate (0.06) (0.20) (0.33)
Operating profit before working capital changes 892.56 759.23 654.39

Changes in working capital

Increase/ (Decrease) in trade payables 153.59 59.41 103.55
Decrease/ (increase) in inventories (250.89) (490.03) (60.46)
Decrease/ (increase) in trade receivables (405.79) (81.08) (68.78)
Decrease/ (increase) in loans - - 39.45
(Decrease)/ increase in other current liabilities 71.96 34.07 10.00
Increase / (Decrease) in provisions 27.28 (6.04) 14.81
Increase/ (Decrease) in other financial liabilities (8.64) 9.67 (109.16)
Decrease/ (increase) in other financial assets (0.48) 2.57 (2.53)
Decrease/(increase) in other assets (71.64) (43.91) 18.88
Cash generated from operations 407.95 243.89 600.15
Income tax paid (132.87) (111.07) (70.81)
Net inflow cash flow from operating activities (A) 275.08 132.82 529.34

Cash flow from Investing activities

Purchase of property, plant and equipment and intangible assets (302.56) (158.46) (354.03)
Acquisition of Non controlling interest/controlling interest in subsidiary (4.63) (14.08) -
Proceeds from sale/ disposal of fixed assets 13.99 1.65 0.23
Net proceeds from /(Investment in) fixed deposits 222.38 33.72 94.91
Interest received 43.68 29.57 50.50
Net cash flow used in investing activities (B) (27.16) (107.60) (208.39)

Cash flow from Financing activities

Payout on buyback of compulsary convertible preference shares(including
taxes) - (205.81)
Dividend Paid (8.84) (10.73) (8.79)
Proceeds from borrowings 62.85 46.18 101.66
Interest paid (49.17) (31.52) (27.77)
Payment of lease liabilities (49.84) (74.61) (89.49)
Net cash flow used in financing activities (C) (45.00) (70.68) (230.20)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 202.92 (45.46) 90.75
Cash and cash equivalents at the beginning of the year 462.41 543.25 428.44
Net foreign exchange difference 0.32 (35.38) 24.06
Cash and cash equivalents at the end of the year 665.65 462.41 543.25

Cash and cash equivalents comprise (Refer note 14)

Balances with banks
On current, EEFC & Social Fund accounts 266.17 234.99 453.27
Fixed deposits with maturity of less than 3 months 398.89 227.42 89.48
Cash on hand 0.59 0.00 0.50

Total cash and bank balances at end of the year 665.65 462.41 543.25

90
 GENERAL INFORMATION

Our Company was incorporated as “Rishabh Instruments Private Limited”, a private limited company under the
Companies Act, 1956, pursuant to a certificate of incorporation dated October 6, 1982, granted by the RoC.
Pursuant to the conversion of our Company into a public limited company and as approved by our Board on
September 8, 2022, and a special resolution passed by our Shareholders at the EGM on September 13, 2022, the
name of our Company was changed to “Rishabh Instruments Limited” and the RoC issued a fresh certificate of
incorporation on September 22, 2022.

Corporate identity number: U31100MH1982PLC028406

Registration number: 028406

Registered Office
A-54, MIDC
Opposite MIDC Bus Depot
Andheri (East) Mumbai 400 093
Maharashtra, India
Tel: +91 22 2825 4047
E-mail: cs@rishabh.co.in
Website: www.rishabh.co.in

For details of change in the registered office of our Company, see “History and Certain Corporate Matters –
Changes in our Registered Office” on page 287.

Corporate Office
F-31, MIDC, Satpur
Nashik 422 007
Maharashtra, India
Tel: +91 253 220 2183
E-mail: cs@rishabh.co.in
Website: www.rishabh.co.in

Address of the Registrar of Companies

Our Company is registered with the RoC located at the following address:

Registrar of Companies, Maharashtra at Mumbai

100, Everest, Marine Drive
Mumbai 400 002
Maharashtra, India

Board of Directors

The following table sets out the details regarding our Board as on the date of filing of this Prospectus:

Name Designation DIN Address

Narendra Joharimal Chairman and Managing 00315870 Siddhachal Bungalow, Gangapur Road, Near
Goliya Director Serene Meadows, Rishabh Enclave,
Anandvalli, Nashik 422 013, Maharashtra,
India
Parappath Kottekode Non-Executive Director 00304272 Aradhana, 11, Walnut Creek, Gangapur Road,
Ramakrishnan Near Aditya Petrol Pump, Savarkar Nagar,
Nashik 422 013, Maharashtra, India
Alipt Sharma Non-Executive Nominee 03128439 D – 104, Oberoi Splendor, Opp. Majas Depot,
Director(1) Jogeshwari Vikhroli Link Road, Jogeshwari
Mumbai 400 060, Maharashtra, India
Krishnan Ganesan Non-Executive Nominee 07885495 702, Shiv Anil, Plot 6, Union Park, Near R.K
Director(1) Studio, Chembur (East), Mumbai 400 071,
Maharashtra, India

91
 Name Designation DIN Address
Rathin Kumar Independent Director 02101072 Flat No. 203, Anita Apartment, Pali Road, Near
Banerjee St. Joseph School, Bandra (West), Mumbai 400
050, Maharashtra, India
Siddharth Independent Director 00689925 43, Jolly Maker, Apt No. 2, 94 Cuffe Parade,
Nandkishore Bafna Colaba, Mumbai 400 005, Maharashtra, India
Astha Ashish Kataria Independent Director 01813262 Anshuman Bungalow, Dutta Chowk, Sahdev
Nagar, Near Anand Heights, Nashik 422 013,
Maharashtra, India
Lukasz Jan Meissner Independent Director 09740048 Drwesa, Ul. Bukowa 7, 62-070, Dopiewo,
Poland
(1)
Nominee of SACEF

For brief profiles and further details in respect of our Directors, see “Our Management - Our Board” on page
297.

Company Secretary and Compliance Officer

Ajinkya Joglekar is the Company Secretary and Compliance Officer of our Company. His contact details are as
follows:

Ajinkya Joglekar
F-31, MIDC, Satpur
Nashik 422 007
Maharashtra, India
Tel: +91 253 220 2183
E-mail: cs@rishabh.co.in

Investor Grievances

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case
of any pre-Offer or post-Offer related grievances including non-receipt of letters of Allotment, non-credit
of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt
of funds by electronic mode, etc. For all Offer related queries and for redressal of complaints, Investors
may also write to the BRLMs.

All Offer-related grievances, other than that of Anchor Investors may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted,
giving full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID,
Client ID, PAN, address of Bidder, number of Equity Shares applied for, ASBA Account number in which the
amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid
Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary(ies) where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment
Slip or the application number from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove. All grievances relating to Bids submitted through Registered Brokers may be addressed
to the Stock Exchanges with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the
required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.

All Offer-related grievances of the Anchor Investors may be addressed to Registrar to the Offer, giving full details
such as the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client
ID, PAN, date of the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares
applied for, Bid Amount paid on submission of the Anchor Investor Application Form and the name and address
of the BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

Book Running Lead Managers

DAM Capital Advisors Limited Mirae Asset Capital Markets (India) Private
One BKC, Tower C, 15th Floor Limited
Unit no. 1511, Bandra Kurla Complex 1st Floor, Tower 4, Equinox Business Park
Bandra (East), Mumbai 400 051 LBS Marg, Off BKC, Kurla (West)
Maharashtra, India Mumbai 400 070, Maharashtra, India
Tel: +91 22 4202 2500 Tel: +91 22 6266 1300

92
E-mail: rishabh.ipo@damcapital.in E-mail: rishabh.ipo@miraeassetcm.com
Investor grievance e-mail: Investor grievance e-mail:
complaint@damcapital.in mbinvestors@miraeassetcm.com
Website: www.damcapital.in Website: https://cm.miraeasset.co.in/
Contact person: Gunjan Jain Contact person: Rohan Menon
SEBI registration no.: MB/INM000011336 SEBI registration no.: INM000012485

Motilal Oswal Investment Advisors Limited

10th Floor, Motilal Oswal Tower
Rahimtullah Sayani Road, Opposite Parel ST Depot
Prabhadevi, Mumbai 400 025, Maharashtra, India
Tel: +91 22 7193 4380
Email: rishabh.ipo@motilaloswal.com
Investor grievance e-mail: moiaplredressal@motilaloswal.com
Website: www.motilaloswalgroup.com
Contact Person: Ritu Sharma/ Sankita Ajinkya
SEBI Registration No.: INM000011005

Statement of inter-se allocation of responsibilities among the Book Running Lead Managers

The responsibilities and co-ordination by the BRLMs for various activities in this Offer are as follows:

S. No. Activity Responsibility Co-ordination

1. Capital structuring with the relative components and formalities such as BRLMs DAM Capital
composition of debt and equity, type of instruments, and positioning
strategy
2. Due diligence of Company including its operations / management / BRLMs DAM Capital
business plans / legal etc., Drafting and design of Draft Red Herring
Prospectus, Red Herring Prospectus and Prospectus. Ensure compliance
and completion of prescribed formalities with the Stock Exchanges,
SEBI including finalisation of RHP, Prospectus, Offer Agreement, and
Underwriting Agreements and RoC filing
3. Drafting and approval of all statutory advertisements BRLMs DAM Capital
4. Drafting and approval of all publicity material other than statutory BRLMs Mirae Asset
advertisements as mentioned in point 3 above, including corporate
advertising and brochures and filing of media compliance report with
SEBI
5. Appointment of Registrar and Ad agency (including coordination of all BRLMs DAM Capital
agreements)
6. Appointment of all other intermediaries including printer, Banker (s) to BRLMs Mirae Asset
the Offer, sponsor bank, syndicate members, share escrow agent,
monitoring agency, etc. (including coordination of all agreements)
7. • Preparation of road show presentation and FAQs for the road show BRLMs Motilal Oswal
team
8. International institutional marketing of the Offer, which will cover, BRLMs Motilal Oswal
inter alia:
• Institutional marketing strategy
• Finalising the list and division of international investors for one-
to-one meetings
• Finalising international road show and investor meeting schedules
9. Domestic institutional marketing of the Offer, which will cover, inter BRLMs DAM Capital
alia:
• Finalising the list and division of domestic investors for one-to-
one meetings
• Finalising domestic road show and investor meeting schedules
10. • Conduct non-institutional marketing of the Offer BRLMs Motilal Oswal
11. Conduct retail marketing of the Offer, which will cover, inter-alia: BRLMs Motilal Oswal
• Finalising media, marketing, public relations strategy and publicity
budget including list of frequently asked questions at retail road
shows;
• Finalising collection centres
• Finalising centres for holding conferences for brokers etc.

93
S. No. Activity Responsibility Co-ordination
• Finalising commission structure and co-ordinate with RTA for
commission payouts
Follow-up on distribution of publicity and Offer material including form,
RHP / Prospectus and deciding on the quantum of the Offer material
12. Coordination with Stock Exchanges for book building software, bidding BRLMs Motilal Oswal
terminals and mock trading, 1% security deposit including anchor
coordination, anchor CAN and initiation of anchor allocation
13. Managing the book and finalization of pricing in consultation with BRLMs Motilal Oswal
Company and the Selling Shareholders
14. Post-Offer activities – finalisation of the basis of allotment, coordination BRLMs Motilal Oswal
with various agencies connected with the post-offer activity such as
registrar to the offer, bankers to the offer, Self-Certified Syndicate Banks
etc., including responsibility for underwriting arrangements, as
applicable, listing of instruments, demat credit and refunds / unblocking
of funds, payment of the applicable STT on behalf of the Selling
Shareholders, coordination for investor complaints related to the Offer,
submission of final post issue report and coordination with SEBI and
Stock Exchanges for refund of 1% security deposit.

Syndicate Members

Sharekhan Limited
The Ruby, 18th Floor,
29 Senapati Bapat Marg, Dadar (West)
Mumbai 400 028, Maharashtra, India
Tel: 022 6750 2000
Email: pravin@sharekhan.com
Investor Grievance Email: myaccount@sharekhan.com
Website: www.sharekhan.com
Contact Person: Pravin Darji
SEBI Registration No.: INB231073330/INB011073351

Motilal Oswal Financial Services Limited

Motilal Oswal Tower, Rahimtullah, Sayani Road
Opposite Parel ST Depot, Prabhadevi Mumbai 400 025,
Maharashtra, India
Tel: +91 22 7193 4200 / +91 22 7193 4263
Email: ipo@motilaloswal.com; santosh.patil@motilaloswal.com;
Website: www.motilaloswalgroup.com
Contact Person: Santosh Patil
SEBI Registration No.: INZ000158836

Legal Counsel to the Company as to Indian Law

Shardul Amarchand Mangaldas & Co

Amarchand Towers
216, Okhla Industrial Estate Phase III
New Delhi 110 020, India
Tel: +91 11 4159 0700

Registrar to the Offer

KFin Technologies Limited

(Formerly known as KFin Technologies Private Limited)
Selenium, Tower B, Plot no. 31 and 32
Financial District Nanakramguda
Serilingampally Hyderabad
Rangareddi 500 032, Telangana, India
Tel: +91 40 6716 2222
Toll free number: 1800 309 4001
E-mail: rishabh.ipo@kfintech.com

94
Investor grievance e-mail: einward.ris@kfintech.com
Contact person: M Murali Krishna
Website: www.kfintech.com
SEBI Registration No: INR000000221
CIN: U72400TG2017PLC117649

Bankers to the Offer

Escrow Collection Bank & Refund Bank

Kotak Mahindra Bank Limited

Kotak Infiniti, 6th Floor, Building No. 21
Infinity Park, Off Western Express Highway
General AK Vaidya Marg, Malad (East)
Mumbai – 400 097
Maharashtra, India
Tel: 022 6605 6588
Contact person: Siddhesh Shirodkar
Website: www.kotak.com
Email: cmsipo@kotak.com
SEBI Registration No.: INBI00000927

Public Offer Account Bank

ICICI Bank Limited

Capital Market Division
5th Floor, HT Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Tel: 022 6805 2182
Contact person: Sagar Welekar
Website: www.icicibank.com
Email: sagar.welekar@icicibank.com/ipocmg@icicibank.com
SEBI Registration No.: INBI00000004

Sponsor Banks

ICICI Bank Limited

Capital Market Division
5th Floor, HT Parekh Marg
Churchgate, Mumbai 400 020
Maharashtra, India
Tel: 022 6805 2182
Contact person: Sagar Welekar
Website: www.icicibank.com
Email: sagar.welekar@icicibank.com/ipocmg@icicibank.com
SEBI Registration No.: INBI00000004

Kotak Mahindra Bank Limited

Kotak Infiniti, 6th Floor, Building No. 21
Infinity Park, Off Western Express Highway
General AK Vaidya Marg, Malad (East)
Mumbai – 400 097
Maharashtra, India
Tel: 022 6605 6588
Contact person: Siddhesh Shirodkar
Website: www.kotak.com
Email: cmsipo@kotak.com
SEBI Registration No.: INBI00000927

95
Bankers to our Company

HDFC Bank Limited

Plot No. G 3, MIDC Area
Trimbak Road, Nashik 422 007
Maharashtra, India
Tel: +91 253 662 2897 / 662 2896
Contact person: Sudhir Bochare
Website: www.hdfc.com
Email: sudhir.bochare@hdfcbank.com
CIN: L65920MH1994PLC080618

State Bank of India

Satpur Industrial Area (03872)
P-24, MIDC, Near Sakal Circle
Trimbak Road, Satpur, Nashik 422 007
Maharashtra, India
Tel: +91 253 236 4564
Contact person: Sangram Sathe
Website: www.bank.sbi
Email: sangram.sathe@sbi.co.in

DBS Bank India Limited

41/A, Jolly Plaza, Howson Road
Deolali Camp, Nashik 422 401
Maharashtra, India
Tel: +91 253 663 2101 / 663 2100
Contact person: Mahesh Telangi
Email: maheshtelangi@dbs.com
CIN: U65999DL2018FLC329236

Self Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be
prescribed by SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder
(other than a Retail Individual Investor using the UPI Mechanism), not Bidding through Syndicate/Sub Syndicate
or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.

Self Certified Syndicate Banks and mobile applications enabled for Unified Payment Interface Mechanism

In accordance with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders using the UPI Mechanism may only apply
through mobile applications using UPI handles or through SCSBs whose names appear on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40), which may be
updated from time to time. A list of SCSBs and mobile applications, which are live for applying in public issues
using UPI mechanism, is provided as ‘Annexure A’ for SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and is also available on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile
applications or at such other websites as may be prescribed by SEBI from time to time.

Syndicate Self Certified Syndicate Banks Branches

In relation to Bids (other than Bids by Anchor Investors) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive

96
deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from
time to time or any other website prescribed by SEBI from time to time. For more information on such branches
collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as updated from time
to time or any other website prescribed by SEBI from time to time.

Broker Centres/ Designated CDP Locations/ Designated RTA Locations

In accordance with SEBI Circular No. CIR/CFD/14/2012 dated October 4, 2012 and
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, Bidders (other than Anchor Investors) can submit
Bid cum Application Forms with the Registered Brokers at the Broker Centres, CDPs at the Designated CDP
Locations or the RTAs at the Designated RTA Locations, respective lists of which, including details such as
address and telephone number, are available at the websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com.

Statutory Auditors of our Company

M/s M S K A & Associates

Cerebrum IT Park
Kalyani Nagar, Floor 6, Building #1
Pune 411014, Maharashtra, India
Tel: +91 20 6763 3404
E-mail: nitinjumani@mska.in
Firm registration number: 105047W
Peer review number: 013267

Changes in Auditors

Except as stated below, there has been no change in the statutory auditors during the three years immediately
preceding the date of this Prospectus.

Particulars Date of change Reason for change

Price Waterhouse Chartered Accountants April 29, 2022 Reassessment due to Company’s
LLP future plans of accessing capital
7th Floor, Tower-A, Wing-1 markets.
Business Bay, Airport Road, Yerwada,
Pune 411 006, Maharashtra, India
Tel: +91 20 4100 4444
E-mail: neeraj.s@pwc.com
Firm registration number: 012754N/N500016
Peer review number: 012639

M/s M S K A & Associates May 9, 2022 Appointment to fill in the casual

Cerebrum IT Park vacancy caused due to the resignation
Kalyani Nagar, Floor 6, Building #1 of Price Waterhouse Chartered
Pune 411014, Maharashtra, India Accountants LLP
Tel: +91 20 6763 3404
E-mail: nitinjumani@mska.in
Firm registration number: 105047W
Peer review number: 013267

Expert

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated August 8, 2023 from M/s M S K A & Associates, our Statutory
Auditors, to include their name as required under section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
and in respect of (i) their examination report dated July 24, 2023 on our Restated Consolidated Financial
Information; and (ii) their report dated August 8, 2023 on the Statement of Possible Special Tax Benefits in this

97
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

Our Company has received written consent dated August 8, 2023, from the chartered engineer, namely Manish M
Kothari in relation to the certificate dated August 8, 2023 for procurement of plant and machinery (including
software) and related items proposed to be purchased by the Company as part of the Expansion of Nashik
Manufacturing Facility I and to include his name, as required under Section 26(5) of the Companies Act 2013
read with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in its capacity as the chartered engineer.

Our Company has received written consent dated December 23, 2022, from the architect, namely Sanjay
Madhavrao Patil in relation to the report titled “Cost Assessment Report for Civil work and Utilities for a Proposed
Building to be constructed at Rishabh Instruments Limited” (with the date of estimation: November 30, 2022), to
include his name, as required under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations,
in this Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act, 2013.

The above-mentioned consents have not been withdrawn as on the date of this Prospectus.

Monitoring Agency

As the size of the Fresh Issue does not exceed ₹ 1,000.00 million, our Company is not required to appoint a
monitoring agency for this Offer in terms of Regulation 41(1) of the SEBI ICDR Regulations.

Grading of the Offer

No credit agency registered with SEBI has been appointed for grading for the Offer.

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.

Credit Rating

As the Offer is of Equity Shares, credit rating is not required.

Green Shoe Option

No green shoe option is contemplated under the Offer.

Filing of the Offer Documents

A copy of the Draft Red Herring Prospectus was filed electronically with SEBI at cfddil@sebi.gov.in in
accordance with the instructions issued by SEBI on March 27, 2020, in relation to “Easing of Operational
Procedure – Division of Issues and Listing – CFD”; and has been filed with SEBI electronically on the platform
provided by SEBI at https://siportal.sebi.gov.in, in accordance with SEBI circular bearing reference
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018. It has also been filed with the Securities and
Exchange Board of India at:

Securities and Exchange Board of India

Corporation Finance Department

Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India

A copy of the Red Herring Prospectus, along with the material documents and contracts required to be filed, was
filed with the RoC in accordance with Section 32 of the Companies Act and a copy of this Prospectus required to
be filed under Section 26 of the Companies Act, shall be filed with the RoC at its office located at 100, Everest,

98
Marine Drive, Mumbai 400 002, Maharashtra, India and through the electronic portal at
https://www.mca.gov.in/mcafoportal/login.do.

Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidder on the basis of
the Red Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band and
minimum Bid lot which was decided by our Company and the Selling Shareholders, in consultation with the
BRLMs and were advertised in all editions of Financial Express (a widely circulated English national daily
newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and Mumbai editions of
Navshakti (a widely circulated Marathi daily newspaper), Marathi being the regional language of Maharashtra
where our Registered Office is located) at least two Working Days prior to the Bid/Offer Opening Date and were
made available to the Stock Exchanges for the purposes of uploading on their respective website. The Offer Price
was determined by our Company and the Selling Shareholders, in consultation with the BRLMs after the Bid/Offer
Closing Date. For further details, see “Offer Procedure” on page 463.

All investors, other than Anchor Investors, were mandatorily required to participate through the ASBA
process by providing the details of their respective ASBA Account in which the corresponding Bid Amount
will be blocked by the SCSBs or, in the case of UPI Bidders, by alternatively using the UPI Mechanism.
Anchor Investors were not permitted to participate in the Offer through the ASBA process.

In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted to
withdraw their Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid
Amount) at any stage. Retail Individual Investors could revise their Bid(s) during the Bid/Offer Period and
withdraw their Bid(s) until Bid/Offer Closing Date. Anchor Investors were not allowed to revise and
withdraw their Bids after the Anchor Investor Bidding Date. Except Allocation to Retail Individual
Investors, Non-Institutional Investors and the Anchor Investors, Allocation in the Offer was made on a
proportionate basis. Allocation to the Anchor Investors was made on a discretionary basis.

For further details on method and process of Bidding, see “Offer Procedure” and “Offer Structure” on pages 463
and 460 respectively.

The Book Building Process and the Bidding process are subject to change, from time to time. Bidders are
advised to make their own judgment about an investment through this process prior to submitting a Bid in
the Offer.

Investors should note the Offer is also subject to obtaining final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment within six Working Days of the Bid/Offer Closing
Date or such other time period as prescribed under applicable law.

Explanation of Book Building Process and Price Discovery Process

For an explanation of the Book Building Process and the price discovery process, see “Offer Procedure - Book
Building Procedure” on page 464.

Underwriting Agreement

Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered through the Offer. The extent of underwriting obligations and the
Bids to be underwritten by each BRLMs shall be as per the Underwriting Agreement. Pursuant to the terms of the
Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions to
closing, as specified therein.

The Underwriting Agreement is dated September 4, 2023. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

99
 Name, address, telephone and e-mail of the Underwriters Indicative number of Amount
Equity Shares to be Underwritten
underwritten (in ₹ million)
DAM Capital Advisors Limited
One BKC, Tower C, 15th Floor
Unit no. 1511, Bandra Kurla Complex
Bandra (East), Mumbai 400 051
3,709,520 1,635.90
Maharashtra, India
Tel: +91 22 4202 2500
Email: rishabh.ipo@damcapital.in
Mirae Asset Capital Markets (India) Private Limited
1st Floor, Tower 4, Equinox Business Park
LBS Marg, Off BKC, Kurla (West)
3,709,619 1,635.94
Mumbai 400 070, Maharashtra, India
Tel: +91 22 6266 1300 Email: rishabh.ipo@miraeassetcm.com
Motilal Oswal Investment Advisors Limited
10th Floor, Motilal Oswal Tower
Rahimtullah Sayani Road, Opposite Parel ST Depot
3,709,519 1,635.90
Prabhadevi, Mumbai 400 025, Maharashtra, India
Tel: +91 22 7193 4380 Email: rishabh.ipo@motilaloswal.com
Sharekhan Limited
The Ruby, 18th Floor,
29 Senapati Bapat Marg, Dadar (West)
Mumbai 400 028, Maharashtra, India 100 0.04
Tel: 022 6750 2000
Email: pravin@sharekhan.com
Motilal Oswal Financial Services Limited
Motilal Oswal Tower, Rahimtullah, Sayani Road
Opposite Parel ST Depot, Prabhadevi Mumbai 400 025,
Maharashtra, India 100 0.04
Tel: +91 22 7193 4200 / +91 22 7193 4263
Email: ipo@motilaloswal.com; santosh.patil@motilaloswal.com;
Total 11,128,858 4,907.83

The abovementioned amount are provided for indicative purposes only and would be finalized after finalization
of Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered as merchant bankers with SEBI or registered as brokers with
the Stock Exchange(s). Our Board of Directors, at its meeting held on September 4, 2023, has accepted and entered
into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters
may not necessarily be in proportion to their underwriting commitments set forth in the table above.

Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them.

100
 CAPITAL STRUCTURE

The share capital of our Company, as of the date of this Prospectus, is set forth below:

(in ₹, except share data)

Sr. Particulars Aggregate nominal value Aggregate
No. value at Offer
Price*
A) AUTHORIZED SHARE CAPITAL(1)
41,000,000 Equity Shares of face value of ₹ 10 each 410,000,000 -
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
36,260,678 Equity Shares of face value of ₹ 10 each 362,606,780 -
C) PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Offer of 11,128,858* Equity Shares of face value of ₹ 10 each 111,288,580 4,907,826,378
aggregating to 4,907.83 million(2)
Of which:
Fresh Issue of 1,700,680* Equity Shares of face value of ₹ 10 each 17,006,800 749,999,880
aggregating to ₹ 750.00 million
Offer for Sale of 9,428,178* Equity Shares of face value of ₹ 10 each 94,281,780 4,157,826,498
aggregating to ₹ 4,157.83 million(3)
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
37,961,358 Equity Shares of face value of ₹ 10 each 379,613,580 -
E) SECURITIES PREMIUM ACCOUNT
Prior to the Offer (as on the date of this Prospectus) 328,790,911
After the Offer(4) 1,061,783,991
*
Subject to finalization of Basis of Allotment.
(1) For details in relation to changes in the authorized share capital of our Company in the last 10 years, see “History and Certain Corporate
Matters – Amendments to our Memorandum of Association in the last 10 years” on page 287.
(2) The Offer has been authorized by our Board pursuant to its resolution dated December 19, 2022 and the Fresh Issue has been authorized
by our Shareholders pursuant to a special resolution dated December 22, 2022. The Selling Shareholders, severally and not jointly,
specifically confirm that they have authorized their respective participation in the Offer for Sale. For details of authorizations for the
Offer for Sale, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 441.
(3) The Selling Shareholders, severally and not jointly, have confirmed that their respective portion of the Offered Shares are eligible to be
offered for sale in accordance with the SEBI ICDR Regulations.
(4) The corresponding securities premium account data has been effected for conversion of CCPS into equity and the Fresh issue of shares
at the higher price band. No other changes have been considered.

Notes to Capital Structure

1. Share capital history of our Company

(a) Equity share capital history

The following table sets forth the history of the equity share capital of our Company.

[Remainder of the page intentionally left blank]

101
Date of Name(s) of allottee(s) Reason or No. of equity shares Face value per Issue/buy back price Nature of consideration
allotment/buy- nature of allotted/bought equity share per equity share
back allotment/buy-back back (₹) (₹)

February 15, 5 equity shares each to Narendra Initial subscription to 20 100 100 Cash
1983 Joharimal Goliya, Mahesh P. Churi, the Memorandum of
Davendra Joharimal Goliya and Sohan Association(1)
B. Chordiya
February 15, 575 equity shares to Davendra Further issue 1,145 100 100 Cash
1983* Joharimal Goliya and 570 equity
shares to Narendra Joharimal Goliya
December 18, 2,930 equity shares to Narendra Further issue 15,835 100 100 Cash
1984* Joharimal Goliya, 2,925 equity shares
to Davendra Joharimal Goliya, 2,000
equity shares to Joharimal Goliya,
2,000 equity shares to Surendra
Goliya, 1,500 equity shares to Asha
Narendra Goliya, 1,495 equity shares
to Sheela Goliya, 1,495 equity shares
to Santosh Goliya, 690 equity shares to
J.R Goliya HUF, 500 equity shares to
Abhishek Goliya and 300 equity
shares to Shikha Goliya
March 21, 1989* 1,050 equity shares to Narendra Further issue 4,000 100 100 Cash
Joharimal Goliya, 1,000 equity shares
to J.R Goliya, 1,000 equity shares to
Shanti Instruments Private Limited
and 950 equity shares to Asha
Narendra Goliya
June 25, 1992* 2,000 equity shares to Narendra Further issue 4,000 100 100 Cash
Joharimal Goliya and 2,000 equity
shares to Asha Narendra Goliya
August 21, 30,000 Equity Shares allotted to Unit Further issue 30,000 100 100 Cash
1992* Trust of India and Technology
Development & Information Co. of
India Limited
December 22, 1,000 equity shares to Narendra Further issue 2,000 100 100 Cash
1992 Joharimal Goliya and 1,000 equity
shares to Asha Narendra Goliya
January 2, 1993 10,000 equity shares to Unit Trust of Further issue 10,000 100 100 Cash
India & Technology Development &
Information Co. of India Ltd.

102
Date of Name(s) of allottee(s) Reason or No. of equity shares Face value per Issue/buy back price Nature of consideration
allotment/buy- nature of allotted/bought equity share per equity share
back allotment/buy-back back (₹) (₹)

March 2, 2000 4,800 equity shares to Subasish Further issue 4,800 100 302.08 Cash
Gourgopal Roy jointly with
Madhumita Subasish Roy
July 14, 2001* 32,800 equity shares from Unit Trust Buy-back (32,800) 100 (367.79) Cash
of India and Technology Development
and Information Company of India Ltd
August 14, 2003 46,965 equity shares to Narendra Bonus issue in the 58,500 100 - N.A.
Joharimal Goliya, 9,000 equity shares ratio of 1.5 equity
to Asha Narendra Goliya, 1,035 equity shares for every one
shares to Narendra Rishabh Goliya existing equity share
(HUF) and 1,500 equity shares to held
Rishabh Narendra Goliya.
August 10, 2007 Pursuant to a resolution passed by our Shareholders at an EGM on August 10, 2007 each equity share of face value ₹ 100 each of our Company was subdivided into 10
Equity Shares of face value ₹ 10 each, therefore the aggregate authorized share capital of 1,500,000 equity shares of ₹ 100 each were sub-divided into 15,000,000 Equity
Shares of ₹ 10 each and the paid-up equity share capital of our Company was sub-divided from 97,500 equity shares of ₹ 100 each to 975,000 Equity Shares of ₹ 10 each.
December 18, 10,958,500 Equity Shares to Narendra Bonus issue in the 13,650,000 10 - N.A.
2007 Joharimal Goliya, 2,100,000 Equity ratio of 14 Equity
Shares to Asha Narendra Goliya, Shares for every one
241,500 Equity Shares to Narendra existing Equity Share
Rishabh Goliya (HUF) and 350,000 held
Equity Shares to Rishabh Narendra
Goliya.
September 17, 100 Equity Shares to SACEF Preferential allotment 100 10 174.10 Cash
2013 100 class A equity shares to SACEF Preferential allotment 100 10 174.10 Cash
September 13, 100 Equity Shares to SACEF Reclassification of class A equity shares -(2) N.A.
2022
September 21, 8,131,049 Equity Shares to Narendra Bonus issue in the 14,625,200 10 - N.A.
2022 Joharimal Goliya jointly held with ratio of one Equity
Asha Narendra Goliya, 2,250,000 Share for every one
Equity Shares to Asha Narendra existing Equity Share
Goliya jointly held with Narendra held
Joharimal Goliya, 375,000 Equity
Shares to Rishabh Narendra Goliya
jointly held with Narendra Joharimal
Goliya, 258,750 Equity Shares to
Narendra Rishabh Goliya (HUF) held
through its karta Narendra Joharimal
Goliya, 1 Equity Share to Anushree
Goliya jointly held with Narendra

103
 Date of Name(s) of allottee(s) Reason or No. of equity shares Face value per Issue/buy back price Nature of consideration
allotment/buy- nature of allotted/bought equity share per equity share
back allotment/buy-back back (₹) (₹)

Joharimal Goliya, 200 Equity Shares

to SACEF, 200 Equity Shares to
Mohini Goliya, 10,000 Equity Shares
to Ivaan Foundation, 1,800,000 Equity
Shares to Rishabh Family Trust and
1,800,000 Equity Shares to Anushree
Family Trust
July 25, 2023 7,010,278 Equity Shares to SACEF Allotment pursuant to 7,010,278 10 -(3) Cash
conversion of
3,606,110 CCPS
*
The forms for these allotments of equity shares could not be traced as the relevant information was not available in the records maintained by our Company. Accordingly, we have relied on the other corporate
records maintained by the Company and the search report dated December 29, 2022 prepared by MV and Associates, Company Secretaries. However, there are inconsistencies in certain of our corporate records.
For details see “Risk Factors – 19. We are unable to trace some of our historical records including forms filed with the RoC and there are certain discrepancies in records available with us as well as our filings
with the RoC. There have been certain instances of non-compliances, including with respect to certain secretarial/ regulatory filings for corporate actions taken by our Company in the past. Consequently, we
may be subject to regulatory actions and penalties for any such non-compliance and our business, financial condition and reputation may be adversely affected” on page 51.
(1)
Our Company was incorporated on October 6, 1982. The date of subscription to the Memorandum of Association was September 20, 1982 and the allotment of equity shares pursuant to such subscription was taken
on record by our Board on February 15, 1983.
(2)
Consideration for such Equity Shares was paid at the time of allotment of class A equity shares.
(3)
Consideration for such Equity Shares was paid at the time of allotment of 3,606,110 CCPS. 4,307,669 CCPS were originally issued by our Company to SACEF at a price of ₹ 174.10 per CCPS. Subsequently, 701,559
CCPS were bought back by the Company from SACEF at a price of ₹ 270.83 per CCPS.

(b) Preference share capital history

As on date of this Prospectus, our Company does not have any outstanding preference share capital.

[Remainder of the page intentionally left blank]

104
2. Shares issued for consideration other than cash or by way of bonus issue

Except as disclosed below, our Company has not issued any equity shares for consideration other than cash or by
way of bonus issue since its incorporation.

Date of Name(s) of allottee(s) Reason/Nature of No. of Face Issue Nature of Benefits

allotment allotment equity value price consideration Accrued
shares per per
allotted equity equity
share share
(₹) (₹)
August 14, 46,965 equity shares to Bonus issue in 58,500 100 - N.A. -
2003 Narendra Joharimal the ratio of 1.5
Goliya, 9,000 equity equity shares for
shares to Asha Narendra every one
Goliya, 1,035 equity existing equity
shares to Narendra share held
Rishabh Goliya (HUF)
and 1,500 equity shares
to Rishabh Narendra
Goliya.
December 10,958,500 Equity Bonus issue in 13,650,000 10 - N.A. -
18, 2007 Shares to Narendra the ratio of 14
Joharimal Goliya, Equity Shares
2,100,000 Equity Shares for every one
to Asha Narendra existing Equity
Goliya, 241,500 Equity Share held
Shares to Narendra
Rishabh Goliya (HUF)
and 350,000 Equity
Shares to Rishabh
Narendra Goliya.
September 8,131,049 Equity Shares Bonus issue in 14,625,200 10 - N.A. -
21, 2022 to Narendra Joharimal the ratio of one
Goliya jointly held with Equity Share for
Asha Narendra Goliya, every one
2,250,000 Equity Shares existing Equity
to Asha Narendra Share held
Goliya jointly held with
Narendra Joharimal
Goliya, 375,000 Equity
Shares to Rishabh
Narendra Goliya jointly
held with Narendra
Joharimal Goliya,
258,750 Equity Shares
to Narendra Rishabh
Goliya (HUF) held
through its karta
Narendra Joharimal
Goliya, 1 Equity Share
to Anushree Goliya
jointly held with
Narendra Joharimal
Goliya, 200 Equity
Shares to SACEF, 200
Equity Shares to Mohini
Goliya, 10,000 Equity
Shares to Ivaan
Foundation, 1,800,000
Equity Shares to
Rishabh Family Trust
and 1,800,000 Equity
Shares to Anushree
Family Trust

105
3. Equity Shares issued out of revaluation reserves

Our Company has not issued any Equity Shares out of revaluation reserves since its incorporation.

4. Issue of Equity Shares pursuant to schemes of arrangement

Our Company has not issued or allotted any Equity Shares pursuant to any scheme approved under Sections 391
to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act 2013, as applicable.

5. Issue of Equity Shares under employee stock option schemes

Our Company has not issued any Equity Shares pursuant to any employee stock option schemes of our Company.

6. Issue of shares at a price lower than the Offer Price in the last one year

Except as disclosed below, our Company has not issued any Equity Shares at a price that may be lower than the
Offer Price during the period of one year preceding the date of this Prospectus.

Date of Name(s) of allottee(s) Reason/Nature of No. of Face Issue Nature of

allotment allotment equity value price consideration
shares per per
allotted equity equity
share share
(₹) (₹)
September 8,131,049 Equity Shares to Bonus issue in the 14,625,200 10 - N.A.
21, 2022 Narendra Joharimal Goliya ratio of one Equity
jointly held with Asha Narendra Share for every
Goliya, 2,250,000 Equity Shares one existing
to Asha Narendra Goliya jointly Equity Share held
held with Narendra Joharimal
Goliya, 375,000 Equity Shares to
Rishabh Narendra Goliya jointly
held with Narendra Joharimal
Goliya, 258,750 Equity Shares to
Narendra Rishabh Goliya (HUF)
held through its karta Narendra
Joharimal Goliya, 1 Equity Share
to Anushree Goliya jointly held
with Narendra Joharimal Goliya,
200 Equity Shares to SACEF,
200 Equity Shares to Mohini
Goliya, 10,000 Equity Shares to
Ivaan Foundation, 1,800,000
Equity Shares to Rishabh Family
Trust and 1,800,000 Equity
Shares to Anushree Family Trust
July 25, 7,010,278 Equity Shares to Allotment 10 -(1) Cash
2023 SACEF pursuant to 7,010,278
conversion of
3,606,110 CCPS
(1)
Consideration for such Equity Shares was paid at the time of allotment of 3,606,110 CCPS. 4,307,669 CCPS were originally issued to
SACEF by our Company at a price of ₹ 174.10 per CCPS. Subsequently, 701,559 CCPS were bought back by the Company from SACEF
at a price of ₹ 270.83 per CCPS.

7. History of build-up of Promoter’s shareholding and Promoter’s contribution

As on the date of this Prospectus, our Promoter (as a first holder) holds, in aggregate, 16,262,098 Equity Shares,
which constitute 44.85% of the issued, subscribed and paid-up Equity Share capital of our Company. All the
Equity Shares held by our Promoter and members of our Promoter Group are held in dematerialised form.

Build-up of Promoter’s equity shareholding in our Company

Set forth below is the build-up of the equity shareholding of our Promoter (as a first holder as on the date of this
Prospectus) since the incorporation of our Company:

106
 Date of Number of Face Issue/ Nature of transaction % of the pre- % of the
allotment/ equity shares value acquisition/ Offer equity post-Offer
transfer allotted/ per transfer price share capital# equity share
transferred equity per equity capital#
share (₹) share (₹)
Narendra Joharimal Goliya
February 15, 5 100 100 Initial subscription to the Negligible Negligible
1983* Memorandum of
Association
February 15, 570 100 100 Further issue 0.02 0.02
1983^
April 7, (5) 100 100 Transfer of equity shares Negligible Negligible
1983^ to Sheela Surendra Goliya
December 18, 2,930 100 100 Further issue 0.08 0.08
1984^
March 21, 1,050 100 100 Further issue 0.03 0.03
1989^
December 5, 1,000 100 20 Transfer of equity shares 0.03 0.03
1991 from Joharimal R Goliya
June 25, 2,000 100 100 Further issue 0.06 0.05
1992^
December 22, 1,000 100 100 Further issue 0.03 0.03
1992
April 16, 2,800 100 50 Transfer of equity shares 0.08 0.07
1993 from Surendra J. Goliya,
Shikha Goliya and
Abhishek Goliya
June 2, 1994 1,000 100 100 Transfer of equity shares 0.03 0.03
from Shanti Instruments
Private Limited
March 26, 7,000 100 153.23 Transfer of equity shares 0.19 0.18
1995 from Unit Trust of India
Technology Development
and Information
Company of India
Limited
March 26, 3,500 100 100 Transfer of equity shares 0.10 0.09
1995 from Davendra J. Goliya
April 15, 200 100 180 Transfer of equity shares 0.01 0.01
1996^ from Unit Trust of India
Technology Development
and Information
Company of India
Limited
April 15, 3,450 100 100 Transfer of equity shares 0.10 0.09
1996^ from Asha Narendra
Goliya
December 8, 4,810 100 350 Transfer of equity shares 0.13 0.13
2001^ from Subasish Roy,
Sohan B. Chordiya,
Mahesh Churi
August 14, 46,965 100 - Bonus issue in the ratio of 1.30 1.24
2003 1.5 equity share for each
existing equity share held
August 10, Pursuant to a resolution passed by our Shareholders at an EGM on August 10, 2007 each equity share of face
2007 value ₹ 100 each of our Company was subdivided into 10 Equity Shares of face value ₹ 10 each. Accordingly,
78,275 equity shares of face value of ₹ 100 each held by Narendra Joharimal Goliya were sub-divided into
782,750 Equity Shares of face value of ₹ 10 each.
December 18, 10,958,500 10 - Bonus issue in the ratio of 30.22 28.87
2007 14 Equity Shares for
every one existing Equity
Share held
September (1) 10 10 Transfer of equity share Negligible Negligible
18, 2012 from joint holding of
Narendra Joharimal
Goliya (first holder) and

107
 Date of Number of Face Issue/ Nature of transaction % of the pre- % of the
allotment/ equity shares value acquisition/ Offer equity post-Offer
transfer allotted/ per transfer price share capital# equity share
transferred equity per equity capital#
share (₹) share (₹)
Asha Narendra Goliya
(second holder) to joint
holding of Narendra
Joharimal Goliya (first
holder) and Anushree
Goliya (second holder)
September 8, (1,800,000) 10 Nil Transfer of Equity Shares (4.96) (4.74)
2022 by way of gift to Rishabh
Family Trust
September 8, (1,800,000) 10 Nil Transfer of Equity Shares (4.96) (4.74)
2022 by way of gift to
Anushree Family Trust
September 8, (10,000) 10 Nil Transfer of Equity Shares (0.03) (0.03)
2022 by way of gift to Ivaan
Foundation
September 8, (200) 10 Nil Transfer of Equity Shares Negligible Negligible
2022 by way of gift to Mohini
Goliya
September 8,131,049 10 - Bonus issue in the ratio of 22.42 21.42
21, 2022 one Equity Share for
every one existing Equity
Share held
Total 16,262,098 44.85 42.84
*
Our Company was incorporated on October 6, 1982. The date of subscription to the Memorandum of Association was September 20, 1982
and the allotment of equity shares pursuant to such subscription was taken on record by our Board on February 15, 1983.
#
These percentages have been adjusted to give effect to the sub-division of each equity share of face value of ₹ 100 each of our Company into
10 Equity Shares of face value of ₹ 10 each on August 10, 2007, as applicable.
^
The forms for these allotments of equity shares and the share transfer forms for these transfers of equity shares to and from the Promoter
could not be traced as the relevant information was not available in the records maintained by our Company. Accordingly, we have relied on
the corporate records maintained by the Company and the search report dated December 29, 2022 prepared by MV and Associates, Company
Secretaries. However, there are inconsistencies in certain of our corporate records. For details see “Risk Factors –19. We are unable to
trace some of our historical records including forms filed with the RoC and there are certain discrepancies in records available with us as
well as our filings with the RoC. There have been certain instances of non-compliances, including with respect to certain secretarial/
regulatory filings for corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory actions and
penalties for any such non-compliance and our business, financial condition and reputation may be adversely affected” on page 51.

All the Equity Shares held by our Promoter were fully paid-up on the respective date of allotment of such Equity
Shares. As on the date of this Prospectus, none of the Equity Shares held by our Promoter are subject to any
pledge.

(i) Shareholding of our Promoter and the members of our Promoter Group

Set forth below is the equity shareholding of our Promoter and the members of the Promoter Group as on the date
of this Prospectus:

Name of Shareholder Pre-Offer Post-Offer

No. of Equity % of pre-Offer No. of Equity % of post-

Shares Equity Share Shares Offer
capital capital*
Promoter
Narendra Joharimal Goliya(1) 16,262,098 44.85 16,262,098 42.84
Promoter Group
Asha Narendra Goliya(2) 4,500,000 12.41 3,000,000 7.90
Rishabh Family Trust 3,600,000 9.93 3,600,000 9.48
Anushree Family Trust 3,600,000 9.93 3,600,000 9.48
Rishabh Narendra Goliya(2) 750,000 2.07 350,000 0.92
Narendra Rishabh Goliya (HUF) (3) 517,500 1.43 Nil Nil
Ivaan Foundation 20,000 0.06 20,000 0.05
Mohini Goliya 400 Negligible 400 Negligible

108
 Name of Shareholder Pre-Offer Post-Offer

No. of Equity % of pre-Offer No. of Equity % of post-

Shares Equity Share Shares Offer
capital capital*
Anushree Goliya(2) 2 Negligible 2 Negligible
Total 29,250,000 80.67 26,832,500 70.68
*
Subject to finalisaion of Basis of Allotment
(1)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(2)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(3)
Through its karta, Narendra Joharimal Goliya.

8. Lock-in requirements

(i) Details of minimum Promoter’s contribution locked in for three years

Pursuant to Regulation 14 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Offer Equity Share capital of our Company held by our Promoter shall be considered as minimum
promoter’s contribution and, pursuant to Regulation 16 of the SEBI ICDR Regulations, shall be locked-in
for a period of three years from the date of Allotment, as the majority of the Net Proceeds are proposed to
be utilized for capital expenditure (“Promoter’s Contribution”). Our Promoter’s shareholding in excess
of 20% of the fully diluted post-Offer Equity Share capital shall be locked in for a period of one year from
the date of Allotment.

Our Promoter has given consent to include such number of Equity Shares held by him, as constituting 20%
of the fully diluted post-Offer Equity Share capital of our Company as Promoter’s Contribution. Details of
the Promoter’s Contribution are as provided below:

Name of Date of Nature of No. of Face value Allotment/ No. of % of the fully Date up to
the allotment/ transaction Equity per Equity Acquisition Equity diluted post- which the
Promoter transfer Shares# Share (₹) price per Shares** Offer paid-up Equity Shares
of Equity Equity Share locked-in Capital* are subject to
Shares (₹) lock-in
Narendra December Bonus 7,644,249 10 Nil 7,644,249 20 September 8,
Joharimal 18, 2007 Issue 2026
Goliya
Total 7,644,249 20
#
Equity Shares were fully paid-up on the date of allotment/transfer.
*
Includes Equity Shares to be allotted pursuant to exercise of any of the 256,062 options vested under ESOP 2016.
**
Subject to finalisation of Basis of Allotment.

Our Promoter has agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner,
the Promoter’s Contribution from the date of filing of this Prospectus, until the expiry of the lock-in period
specified above, or for such other time as required under SEBI ICDR Regulations, except as may be
permitted, in accordance with the SEBI ICDR Regulations.

The Equity Shares that are being locked-in for computation of Promoter’s Contribution are not and will not
be ineligible under Regulation 15 of the SEBI ICDR Regulations. In particular:

(i) these Equity Shares do not and shall not consist of Equity Shares acquired during the three years
preceding the date of this Prospectus (a) for consideration other than cash and revaluation of assets
or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of
revaluation reserves or unrealised profits or from a bonus issue against Equity Shares which are
otherwise in-eligible for computation of Promoter’s Contribution;

(ii) these Equity Shares do not and shall not consist of Equity Shares acquired during the one year
immediately preceding the date of this Prospectus, at a price lower than the price at which the Equity
Shares are being offered to the public in the Offer;

(iii) our Company has not been formed by the conversion of one or more partnership firms or a limited
liability partnership firm into a company and hence, no Equity Shares have been issued in the one
year immediately preceding the date of this Prospectus pursuant to conversion from a partnership
firm or a limited liability partnership firm; and

109
 (iv) these Equity Shares do not and shall not consist of Equity Shares held by the Promoter that are
subject to any pledge or any other form of encumbrance.

(ii) Details of share capital locked-in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, except for:

1. the Promoter’s Contribution and any Equity Shares held by our Promoter in excess of
Promoter’s Contribution, which shall be locked in as above;

2. the Equity Shares issued to our employees under ESOP 2016, ESOP 2022 Scheme A and ESOP
2022 Scheme B pursuant to exercise of options held by such employees (whether current
employees or not and including the legal heirs or nominees of any deceased employees or ex-
employees); and

3. the Equity Shares successfully transferred by the Selling Shareholders pursuant to the Offer for
Sale;

the entire pre-Offer Equity Share capital of our Company, shall, unless otherwise permitted under the SEBI
ICDR Regulations, be locked in for a period of six months from the date of Allotment in the Offer. In terms
of Regulation 17(c) of the SEBI ICDR Regulations, Equity Shares held by a venture capital fund or
alternative investment fund of category I or category II or a foreign venture capital investor shall not be
locked-in for a period of six months from the date of Allotment, provided that such Equity Shares shall be
locked in for a period of at least six months from the date of purchase by such shareholders.

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details
of the Equity Shares locked-in are recorded by the relevant Depository.

In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter which are
locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations, may be transferred amongst our
Promoter or any member of the Promoter Group or to any new promoter, subject to continuation of lock-
in in the hands of the transferees for the remaining period and compliance with provisions of the Takeover
Regulations, as applicable and such transferee shall not be eligible to transfer them till the lock-in period
stipulated in SEBI ICDR Regulations has expired. The Equity Shares held by persons other than our
Promoter and locked-in for a period of six months from the date of Allotment in the Offer, may be
transferred to any other person holding Equity Shares which are locked -in, subject to the continuation of
the lock-in in the hands of the transferee for the remaining period and compliance with the provisions of
the Takeover Regulations.

In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoter which
are locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled
commercial banks or public financial institutions or systemically important non-banking finance companies
or deposit taking housing finance companies as collateral security for loans granted by such entity, provided
that such pledge of the Equity Shares is one of the terms of the sanctioned loan. However, such lock-in will
continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant to such
invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period stipulated
above.

(iii) Lock-in of Equity Shares Allotted to Anchor Investors

50% of the Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in
for a period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to
Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date of
Allotment.

110
 9. Our shareholding pattern

Set forth below is the shareholding pattern of our Company as on the date of this Prospectus:

Category Category of the No. of No. of fully No. of No. of Total No. Shareholding No. of Voting Rights No. of Equity Shareholding as Number of Number of Number of
(I) Shareholder (II) Shareholders^ paid up partly Equity Equity as a % of total held in each class of Shares a % assuming locked in Equity Equity Shares
(III) Equity paid- Shares Shares no. of Equity securities (IX) underlying full conversion Equity Shares Shares held in
Shares up underlying held (VII) Shares outstanding of convertible (XII) pledged or dematerialized
held (IV) Equity Depository = (calculated as convertible securities (as a otherwise form (XIV)
Shares Receipts (IV)+(V)+ per SCRR, securities % of diluted encumbered
held (VI) (VI) 1957) As a % of (including share capital) (XIII)
(V) (A+B+C2) No. of Total Warrants) (XI)=(VII)+ (X) No. As a % No. As a
(VIII) Voting as a % (X) as a % of (a) of total (a) % of
Rights (X) of total (A+B+C2)* Equity total
voting Shares Equity
rights held Shares
(b) held
(b)
Total
(A) Promoter & Promoter 9 29,250,000 - - 29,250,000 80.67 29,250,000 80.67 - 80.67 - - - - 29,250,000
Group
(B) Public 1 7,010,678 - - 7,010,678 19.33 7,010,678 19.33 - 19.33 - - - - 7,010,678
(C) Non-Promoter-Non - - - - - - - - - - - - - - -
Public
(1) Shares underlying - - - - - - - - - - - - - - -
Custodian/Depository
Receipts
(2) Shares held by - - - - - - - - - - - - - - -
employee trust
Total (A)+(B)+(C) 10 36,260,678 - - 36,260,678 100.00 36,260,678 100.00 - 100.00 - - - - 36,260,678
^
Certain Equity Shares of the Company are under joint holding and the number of shareholders considers the number of first holders.
*
Vested options have not been considered for calculation of shareholding.

[Remainder of the page intentionally left blank]

111
10. The BRLMs and its associates (as defined under the SEBI Merchant Bankers Regulations) do not hold any
Equity Shares as on the date of this Prospectus.

11. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company

Except as stated below, none of our Directors, Key Managerial Personnel or and Senior Management hold any
Equity Shares or employee stock options in our Company:

S. Name of the Number of Equity Granted Vested Number of Percentage

No Shareholder Shares held Options Options as Equity of Equity
on the date Shares on Share
of this a fully capital on a
Prospectus diluted fully diluted
basis(1) basis(1) (%)
1. Narendra Joharimal 16,262,098 Nil Nil 16,262,098 44.53
Goliya
2. Nitinkumar Sudhir Nil 13,886 3,886 3,886 0.01
Deshpande
3. Vishal Prabhakar Nil 10,760 3,760 3,760 0.01
Kulkarni
4. Dineshkumar Nil 744,000 Nil Nil Nil
Musalekar
5. Hemlata Bhavsar Nil 15,764 10,764 10,764 0.03
6. Amol Deshmukh Nil 21,464 14,464 14,464 0.04
7. Arunava Bagchi Nil 19,394 11,394 11,394 0.03
(1) Includes Equity Shares to be allotted pursuant to exercise of any of the 256,062 options vested under ESOP 2016.

For further details on the stock options held by our Directors, Key Managerial Personnel and Senior Management,
see “– Employee Stock Option Schemes” on page 113.

12. Details of shareholding of the major Shareholders of our Company

(a) As on the date of this Prospectus, our Company has cumulatively 10 holders of Equity Shares.

(b) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as on date of this Prospectus:

S. Name of the Shareholder Pre-Offer

No. Number of Equity Number of Equity Shares Percentage of Equity
Shares on a fully diluted basis(1) Share capital on a fully
diluted basis (%)(1)
1. Narendra Joharimal Goliya(2) 16,262,098 16,262,098 44.53
2. Asha Narendra Goliya(3) 4,500,000 4,500,000 12.32
3. Rishabh Narendra Goliya(3) 750,000 750,000 2.05
4. Narendra Rishabh Goliya 517,500 517,500 1.42
(HUF)(4)
5. SACEF 7,010,678 7,010,678 19.20
6. Rishabh Family Trust 3,600,000 3,600,000 9.86
7. Anushree Family Trust 3,600,000 3,600,000 9.86
Total 36,240,276 36,240,276 99.24
(1)
Includes Equity Shares to be allotted pursuant to exercise of any of the 256,062 options vested under ESOP 2016.
(2)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(3)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(4)
Through its karta, Narendra Joharimal Goliya.

(c) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as of 10 days prior to the date of this Prospectus:

S. Name of the Shareholder Pre-Offer

No. Number of Equity Number of Equity Percentage of Equity
Shares Shares on a fully diluted Share capital on a fully
basis(1) diluted basis (%)(1)
1. Narendra Joharimal Goliya(2) 16,262,098 16,262,098 44.53

112
 S. Name of the Shareholder Pre-Offer
No. Number of Equity Number of Equity Percentage of Equity
Shares Shares on a fully diluted Share capital on a fully
basis(1) diluted basis (%)(1)
2. Asha Narendra Goliya(3) 4,500,000 4,500,000 12.32
3. Rishabh Narendra Goliya(3) 750,000 750,000 2.05
4. Narendra Rishabh Goliya 517,500 517,500 1.42
(HUF)(4)
5. SACEF 7,010,678 7,010,678 19.20
6. Rishabh Family Trust 3,600,000 3,600,000 9.86
7. Anushree Family Trust 3,600,000 3,600,000 9.86
Total 36,240,276 36,240,276 99.24
(1)
Includes Equity Shares to be allotted pursuant to exercise of any of the 256,062 options vested under ESOP 2016.
(2)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(3)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(4)
Through its karta, Narendra Joharimal Goliya.

(d) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as of one year prior to the date of this Prospectus:

S. Name of the Shareholder Pre-Offer

No. Number of Equity Number of Equity Percentage Equity Share
Shares Shares on a fully capital on a fully diluted
diluted basis(1) basis (%)(1)
1. Narendra Joharimal Goliya(2) 11,741,249 11,741,249 63.95
2. Asha Narendra Goliya(3) 2,250,000 2,250,000 12.26
3. Rishabh Narendra Goliya(3) 375,000 375,000 2.04
4. Narendra Rishabh Goliya 258,750 258,750 1.40
(HUF)(4)
5. SACEF 200(5) 3,606,310 19.64
Total 14,625,199 18,231,309 99.30
(1)
Includes Equity Shares to be allotted: (i) upon conversion of 3,606,110 CCPS, and (ii) pursuant to exercise of any of the 128,031
options vested under ESOP 2016, as applicable.
(2)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(3)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(4)
Through its karta, Narendra Joharimal Goliya.
(5)
Comprises 100 Equity Shares and 100 class A equity shares.

(e) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our Company
as of two years prior to the date of this Prospectus:

S. Name of the Shareholder Pre-Offer

No. Number of Equity Number of Equity Percentage Equity
Shares Shares on a fully diluted Share capital on a fully
basis(1) diluted basis (%)(1)
1. Narendra Joharimal Goliya(2) 11,741,249 11,741,249 63.95
2. Asha Narendra Goliya(3) 2,250,000 2,250,000 12.26
3. Rishabh Narendra Goliya(3) 375,000 375,000 2.04
4. Narendra Rishabh Goliya 258,750 258,750 1.40
(HUF)(4)
5. SACEF 200(5) 3,606,310 19.64
Total 14,625,199 18,231,309 99.30
(1)
Includes Equity Shares to be allotted: (i) upon conversion of 3,606,110 CCPS, and (ii) pursuant to exercise of any of the 128,031
options vested under ESOP 2016, as applicable.
(2)
Jointly with Asha Narendra Goliya, where Asha Narendra Goliya is the second holder.
(3)
Jointly with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(4)
Through its karta, Narendra Joharimal Goliya.
(5)
Comprises 100 Equity Shares and 100 class A equity shares.

13. Employee Stock Option Schemes

ESOP 2016

Our Company, pursuant to the resolutions passed by our Board in its meeting dated June 30, 2016 and our
Shareholders in its meeting dated July 5, 2016, adopted ESOP 2016, which was amended by the Company

113
pursuant to resolutions passed by our Board in its meeting held on September 26, 2022 and our Shareholders in
its meeting held on September 26, 2022.

Under ESOP 2016 and as on the date of this Prospectus, out of the total 452,320 options, an aggregate of 323,166
options have been granted, 256,062 options are currently vested and no options have been exercised.

The following table sets forth the particulars of ESOP 2016, as certified by Shah & Mantri, independent chartered
accountants through its certificate dated September 4, 2023 as on the date of this Prospectus.

[Remainder of the page intentionally left blank]

114
 Fiscal 2021 Fiscal 2022 Fiscal 2023 From April 1, 2023 till the date of this
Prospectus
Total options outstanding as at the beginning of the period 128,031 128,031 128,031 256,062
Total options granted during the period Nil Nil Nil (Refer note 1 below) Nil
Vesting period 1 - 4 years
Exercise price of options in ₹ (as on the date of grant options) 273.16 (Refer note 1 below)
Options forfeited/lapsed/cancelled during the period Nil Nil Nil Nil
Variation of terms of options The Scheme was amended in accordance with SEBI ESOP Regulations by the board and shareholders of the Company in
their meeting held on September 26, 2022. Also Refer note 1 below.
Money realized by exercise of options in ₹ N.A. N.A. N.A. N.A.
Total number of options outstanding in force 256,062 (Refer note 1
128,031 128,031 256,062
below)
Total options vested (excluding the options that have been exercised and 256,062 (Refer note 1
128,031 128,031 256,062
options forfeited/lapsed/cancelled) below)
Options exercised Nil Nil Nil Nil
The total number of Equity Shares that would arise as a result of full exercise 256,062 (Refer note 1
128,031 128,031 256,062
of granted options below)
Employee wise details of options granted to:
(i) Key managerial personnel and senior management
Nitinkumar Sudhir Deshpande
Vishal Prabhakar Kulkarni
Hemlata Bhavsar Refer note 2 below
Amol Deshmukh
Arunava Bagchi
(ii) Any other employee who receives a grant in any one year of options
amounting to 5% or more of the options granted during the year N.A N.A N.A N.A
(iii) Identified employees who were granted options during any one year equal
to or exceeding 1% of the issued capital (excluding outstanding warrants
and conversions) of our Company at the time of grant N.A N.A N.A N.A
Diluted earnings per share pursuant to the potential issue of Equity Shares on
exercise of options in accordance with the applicable accounting standard on Refer note 3 below
‘Earnings Per Share’
Where the Company has calculated the employee compensation cost using the
intrinsic value of the stock options, the difference, if any, between employee
compensation cost so computed and the employee compensation calculated on N.A N.A N.A N.A
the basis of fair value of the stock options and the impact of this difference, on
the profits of our Company and on the earnings per share of our Company
Description of the pricing formula and the method and significant assumptions
used to estimate the fair value of options granted during the year, including
weighted average information, namely, risk-free interest rate, expected life, N.A N.A N.A N.A
expected volatility, expected dividends, and the price of the underlying share
in the market at the time of grant of option
115
 Impact on the profits and on the earnings per share of the last three years if the
accounting policies specified in the SEBI SBEBSE Regulations had been Nil Nil Nil Nil
followed, in respect of options granted in the last three years
Intention of key managerial personnel, senior management and whole-time
directors who are holders of Equity Shares allotted on exercise of options to
Nil Nil Nil Nil
sell their shares within three months after the listing of Equity Shares pursuant
to the Offer
Intention to sell Equity Shares arising out of ESOP 2016 or allotted under
ESOP 2016 within three months after the listing of Equity Shares by directors,
key managerial personnel, senior management and employees having Equity Nil Nil Nil Nil
Shares arising out of ESOP 2016, amounting to more than 1% of the issued
capital (excluding outstanding warrants and conversions)
Notes:
1) Pursuant to the meeting of board of directors of the Company and Extra Ordinary General Meeting held on September 21, 2022, the Company had issued Bonus equity shares in the ratio of 1 (one) equity shares for every 1 (One) equity share of
Rs. 10 each held in the Company resulting in the adjusted total number of options post Bonus issue of Equity shares to 256,062. Consequently, the exercise price has been changed to Rs. 136.58 per option.

2) No new options were granted to Key Managerial Personnel (KMPs) or members of the Senior Management of the Company during the periods mentioned hereabove. Details of their outstanding options as on the date of this Prospectus are as
under:

Name of Key Managerial Personnel/members of Senior Management Options outstanding before bonus issue Adjusted no. of options, post Bonus issue of Equity shares (As
per note 1 above)
Nitinkumar Sudhir Deshpande 1,943 3,886
Vishal Prabhakar Kulkarni 1,880 3,760
Hemlata Bhavsar 5,382 10,764
Amol Deshmukh 7,232 14,464
Arunava Bagchi 5,697 11,394
Total 22,134 44,268

3) Diluted earnings per share of Rs. 10 each pursuant to the potential issue of Equity Shares on exercise of options in accordance with the applicable accounting standard on ‘Earnings Per Share’ (in Rupees)

Particulars Financial Year ended Financial Year ended Financial Year ended From April 1, 2023 till the date of this Prospectus
March 31, 2021 March 31, 2022 March 31, 2023
Diluted earnings per share before bonus issue 18.63 25.78 N.A. N.A.
Diluted earnings per share after bonus issue 9.32 12.89 12.76* N.A.
*
Including the impact of ESOP 2022 Scheme A and ESOP 2022 Scheme B.

116
ESOP 2022 Scheme A

Our Company, pursuant to the resolutions passed by our Board in its meeting dated September 26, 2022 and our
Shareholders in its meeting dated September 26, 2022, adopted ESOP 2022 Scheme A.

Under ESOP 2022 Scheme A and as on the date of this Prospectus, an aggregate of 744,000 options have been
granted, no options have vested and no options have been exercised.

The following table sets forth the particulars of ESOP 2022 Scheme A, as certified by Shah & Mantri, independent
chartered accountants through its certificate dated September 4, 2023 as on the date of this Prospectus.

[Remainder of the page intentionally left blank]

117
 From April 1, 2023 till the date of this
Fiscal 2021 Fiscal 2022 Fiscal 2023
Prospectus
Total options outstanding as at the beginning of the period N.A. N.A. Nil 744,000
Total options granted during the period N.A. N.A. 744,000 Nil
Vesting period N.A. N.A. 1 - 4 years
Exercise price of options in ₹ (as on the date of grant options) N.A. N.A. 165
Options forfeited/lapsed/cancelled during the period N.A. N.A. Nil Nil
Variation of terms of options N.A. N.A. N.A. N.A.
Money realized by exercise of options in ₹ N.A. N.A. N.A. N.A.
Total number of options outstanding in force N.A. N.A. 744,000 744,000
Total options vested (excluding the options that have been exercised and N.A. N.A. Nil Nil
options forfeited/lapsed/cancelled)
Options exercised N.A. N.A. Nil Nil
The total number of Equity Shares that would arise as a result of full exercise N.A. N.A. 744,000 744,000
of granted options
Employee wise details of options granted to:
(i) Key managerial personnel and senior management
Dineshkumar Musalekar N.A N.A 744,000 Nil
(ii) Any other employee who receives a grant in any one year of options N.A N.A N.A. N.A.
amounting to 5% or more of the options granted during the year
(iii) Identified employees who were granted options during any one year equal
to or exceeding 1% of the issued capital (excluding outstanding warrants
and conversions) of our Company at the time of grant
Dineshkumar Musalekar N.A N.A 744,000 Nil
Diluted earnings per share pursuant to the potential issue of Equity Shares on N.A N.A ₹ 12.76* N.A.
exercise of options in accordance with the applicable accounting standard on
‘Earnings Per Share’
Where the Company has calculated the employee compensation cost using the N.A N.A N.A. N.A.
intrinsic value of the stock options, the difference, if any, between employee
compensation cost so computed and the employee compensation calculated on
the basis of fair value of the stock options and the impact of this difference, on
the profits of our Company and on the earnings per share of our Company
Description of the pricing formula and the method and significant assumptions N.A N.A Refer note 1 below N.A.
used to estimate the fair value of options granted during the year, including
weighted average information, namely, risk-free interest rate, expected life,
expected volatility, expected dividends, and the price of the underlying share
in the market at the time of grant of option
Impact on the profits and on the earnings per share of the last three years if the N.A. N.A. N.A. N.A.
accounting policies specified in the SEBI SBEBSE Regulations had been
followed, in respect of options granted in the last three years
Intention of key managerial personnel, senior management and whole-time N.A. N.A. Nil Nil
directors who are holders of Equity Shares allotted on exercise of options to

118
sell their shares within three months after the listing of Equity Shares pursuant
to the Offer
Intention to sell Equity Shares arising out of ESOP 2022 Scheme A or allotted N.A. N.A. Nil Nil
under ESOP 2022 Scheme A within three months after the listing of Equity
Shares by directors, key managerial personnel, senior management and
employees having Equity Shares arising out of ESOP 2022 Scheme A,
amounting to more than 1% of the issued capital (excluding outstanding
warrants and conversions)
*
Including the impact of ESOP 2016 and ESOP 2022 Scheme B.

Note 1: Significant assumptions for valuation of Employee Stock Options

Sr. Assumptions Value

No.
1. Pricing formula and the method used Black-Scholes Model
2. Risk free rate 7.02%
3. Expected option life 2.75 Years
4. Expected volatility 38.36%
5. Expected dividend yield Nil
6. Fair value of the underlying equity share at the time of grant of option ₹ 679 per share
Fair value of the option granted ₹ 543.31 per option

119
ESOP 2022 Scheme B

Our Company, pursuant to the resolutions passed by our Board in its meeting dated September 26, 2022 and our
Shareholders in its meeting dated September 26, 2022, adopted ESOP 2022 Scheme B.

Under ESOP 2022 Scheme B and as on the date of this Prospectus, an aggregate of 168,000 options have been
granted, no options have vested and no options have been exercised.

The following table sets forth the particulars of ESOP 2022 Scheme B, as certified by Shah & Mantri, independent
chartered accountants through its certificate dated September 4, 2023 as on the date of this Prospectus.

[Remainder of the page intentionally left blank]

120
 From April 1, 2023 till the date of this
Fiscal 2021 Fiscal 2022 Fiscal 2023
Prospectus
Total options outstanding as at the beginning of the period N.A. N.A. Nil 168,000
Total options granted during the period N.A. N.A. 168,000 Nil
Vesting period N.A. N.A. 1 - 4 years
Exercise price of options in ₹ (as on the date of grant options) N.A. N.A. 250
Options forfeited/lapsed/cancelled during the period N.A. N.A. Nil 3,000
Variation of terms of options N.A. N.A. N.A. N.A.
Money realized by exercise of options in ₹ N.A. N.A. N.A. N.A.
Total number of options outstanding in force N.A. N.A. 168,000 165,000
Total options vested (excluding the options that have been exercised and N.A. N.A. Nil Nil
options forfeited/lapsed/cancelled)
Options exercised N.A. N.A. Nil Nil
The total number of Equity Shares that would arise as a result of full exercise N.A. N.A. 168,000 165,000
of granted options
Employee wise details of options granted to:
(i) Key managerial personnel and senior management
Nitinkumar Sudhir Deshpande N.A. N.A. 10,000 Nil
Vishal Prabhakar Kulkarni N.A. N.A. 7,000 Nil
Hemlata Bhavsar N.A. N.A. 5,000 Nil
Amol Deshmukh N.A. N.A. 7,000 Nil
Arunava Bagchi N.A. N.A. 8,000 Nil
(ii) Any other employee who receives a grant in any one year of options N.A. N.A.
amounting to 5% or more of the options granted during the year
Sandeep Sakhala N.A. N.A. 10,000 Nil
Naval Toshniwal N.A. N.A. 10,000 Nil
Ravi Deshmukh N.A. N.A. 10,000 Nil
(iii) Identified employees who were granted options during any one year equal N.A. N.A. N.A N.A
to or exceeding 1% of the issued capital (excluding outstanding warrants
and conversions) of our Company at the time of grant
Diluted earnings per share pursuant to the potential issue of Equity Shares on N.A. N.A. ₹ 12.76* N.A.
exercise of options in accordance with the applicable accounting standard on
‘Earnings Per Share’
Where the Company has calculated the employee compensation cost using the N.A N.A N.A. N.A.
intrinsic value of the stock options, the difference, if any, between employee
compensation cost so computed and the employee compensation calculated on
the basis of fair value of the stock options and the impact of this difference, on
the profits of our Company and on the earnings per share of our Company
Description of the pricing formula and the method and significant assumptions N.A N.A Refer note 1 below N.A.
used to estimate the fair value of options granted during the year, including
weighted average information, namely, risk-free interest rate, expected life,

121
expected volatility, expected dividends, and the price of the underlying share
in the market at the time of grant of option
Impact on the profits and on the earnings per share of the last three years if the N.A. N.A. N.A. N.A.
accounting policies specified in the SEBI SBEBSE Regulations had been
followed, in respect of options granted in the last three years
Intention of key managerial personnel, senior management and whole-time N.A. N.A. Nil Nil
directors who are holders of Equity Shares allotted on exercise of options to
sell their shares within three months after the listing of Equity Shares pursuant
to the Offer
Intention to sell Equity Shares arising out of ESOP 2022 Scheme B or allotted N.A. N.A. Nil Nil
under ESOP 2022 Scheme B within three months after the listing of Equity
Shares by directors, key managerial personnel, senior management and
employees having Equity Shares arising out of ESOP 2022 Scheme B,
amounting to more than 1% of the issued capital (excluding outstanding
warrants and conversions)
*Including the impact of ESOP 2016 and ESOP 2022 Scheme A.

Note 1: Significant assumptions for valuation of Employee Stock Options

SR. Assumptions Value

No.
1. Pricing formula and the method used Black-Scholes Model
2. Risk free rate 7.02%
3. Expected option life 3.25 Years
4. Expected volatility 38.36%
5. Expected dividend yield Nil
6. Fair value of the underlying equity share at the time of grant of option ₹ 679 per share

Fair value of the option granted ₹ 483.69 per option

122
14. Our Promoter, members of the Promoter Group, our Directors or their relatives have not acquired, gifted,
sold or purchased any Equity Shares of our Company during the six months immediately preceding the
date of this Prospectus.

15. There have been no financing arrangements whereby Promoter, members of our Promoter Group, our
Directors or any of their relatives have financed the purchase by any other person of securities of our
Company (other than in the normal course of business of the relevant financing entity) during the six
months immediately preceding the date of filing of the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus.

16. Our Company, our Directors and the BRLMs have not entered into any buy-back or other arrangements
for purchase of Equity Shares being offered through this Offer from any person.

17. No person connected with the Offer, including our Company, the Selling Shareholders, the BRLMs, the
members of the Syndicate, the Promoter or members of the Promoter Group, or our Directors, shall offer
any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise
to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer.

18. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Prospectus. The Equity Shares to be issued pursuant to the Offer shall be fully paid-up at the time of
Allotment.

19. Except for options granted under ESOP 2016, ESOP 2022 Scheme A and ESOP 2022 Scheme B, there are
no outstanding warrants, options or rights to convert debentures, loans or other convertible instruments
which would entitle any person any option to receive Equity Shares of our Company as on the date of this
Prospectus.

20. Except for issuance of Equity Shares pursuant to exercise of options granted under ESOP 2016, ESOP
2022 Scheme A and ESOP 2022 Scheme B and the Fresh Issue, there will be no further issuance of Equity
Shares whether by way of issue of bonus shares, preferential allotment, rights issue or in any other manner
during the period commencing from the date of filing of this Prospectus with SEBI until the Equity Shares
have been listed on the Stock Exchanges or all application monies have been refunded, as the case may be.

21. Except for the issuance of any Equity Shares pursuant to exercise of options granted under ESOP 2016,
ESOP 2022 Scheme A and ESOP 2022 Scheme B, or pursuant to the Fresh Issue, our Company presently
does not intend or propose to alter the capital structure for a period of six months from the Bid/Offer
Opening Date, by way of split or consolidation of the denomination of Equity Shares, or further issue of
Equity Shares (including issue of securities convertible into or exchangeable for, directly or indirectly into
Equity Shares), whether on a preferential basis or by issue of bonus or rights or further public issue of
Equity Shares.

22. Our Company has ensured that transactions in Equity Shares by our Promoter and the members of our
Promoter Group during the period between the date of filing of the Draft Red Herring Prospectus and the
date of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of such transaction.

23. There has been no allotment of securities made by our Company in violation of the provisions of the
Companies Act, 1956 or the Companies Act, 2013, however, forms for certain allotments of Equity Shares
cannot be traced in the records maintained by our Company. For details see “Risk Factors – 19. We are
unable to trace some of our historical records including forms filed with the RoC and there are certain
discrepancies in records available with us as well as our filings with the RoC. There have been certain
instances of non-compliances, including with respect to certain secretarial/ regulatory filings for
corporate actions taken by our Company in the past. Consequently, we may be subject to regulatory
actions and penalties for any such non-compliance and our business, financial condition and reputation
may be adversely affected” on page 51.

24. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

123
 OBJECTS OF THE OFFER

The Offer comprises a Fresh Issue of 1,700,680 Equity Shares, aggregating to ₹ 750.00 million by our Company
and an Offer for Sale of 9,428,178 Equity Shares aggregating to ₹ 4,157.83 million, subject to finalization of the
Basis of Allotment by the Selling Shareholders. For details, see “Summary of this Prospectus” and “The Offer”
on pages 20 and 85, respectively.

The Offer for Sale

The object of the Offer for Sale is to allow the Selling Shareholders to sell 9,428,178 Equity Shares held by them
aggregating to ₹ 4,157.83 million. Our Company will not receive any proceeds from the Offer for Sale. The Selling
Shareholders will be entitled to their respective portion of proceeds of the Offer for Sale, net of their respective
proportion of the Offer related expenses and the relevant taxes thereon.

Fresh Issue

Our Company proposes to utilize the Net Proceeds towards funding the following objects (collectively, the
“Objects”):

1. Financing the cost towards expansion of Nashik Manufacturing Facility I (“Expansion of Nashik
Manufacturing Facility I”); and

2. General corporate purposes

In addition, we expect to achieve the benefit of listing of our Equity Shares on the Stock Exchanges.

The main objects clause of our Memorandum of Association enables us to undertake the activities for which the
funds are being raised by us in the Fresh Issue. Further, the activities we have been carrying out until now are in
accordance with the main objects clause of our Memorandum of Association.

Net Proceeds

After deducting the Offer related expenses from the gross proceeds of the Fresh Issue, we estimate the net proceeds
of the Fresh Issue to be ₹ 708.05 million (“Net Proceeds”). The details of the Net Proceeds of the Offer are
summarized in the table below.

S. No Particulars Amount
(a) Gross proceeds of the Fresh Issue ₹ 750.00 million
(b) Less: Offer Expenses in relation to the Fresh Issue* ₹ 41.95 million**
(c) Net Proceeds ₹ 708.05 million**
*
See “– Offer Related Expenses” below on page 144.
**
Subject to the finalisation of the Basis of Allotment.

Proposed schedule of implementation and utilisation of Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of
implementation and deployment of funds as set forth in the table below:
(₹ in million)
S. Particulars Amount to be Amount to be deployed Amount to be deployed
No funded from Net from the Net Proceeds in from the Net Proceeds in
Proceeds Fiscal 2024 Fiscal 2025
1. Financing the cost towards the 628.86 440.00 188.86
Expansion of Nashik
Manufacturing Facility I
2. General corporate purposes* 79.19 40.00 39.19

Total Net Proceeds 708.05 480.00 228.05

*
Subject to the finalisation of the Basis of Allotment.

124
Our fund requirements and deployment of the Net Proceeds for the Expansion of Nashik Manufacturing Facility
I are based on (a) internal management estimates as per our business plan based on current market conditions and
quotations obtained from various vendors, which are subject to change in the future; (b) the cost assessment report
(with the date of estimation: November 30, 2022) obtained from Sanjay Madhavrao Patil, architect (“Architect
Report”) for the building and utilities cost; and (c) certificate from Manish M Kothari, chartered engineer (“CE
Certificate”) in relation to the plant and machinery proposed to be purchased pursuant to the Expansion of Nashik
Manufacturing Facility I. However, such fund requirements and deployment of funds have not been appraised by
any bank, financial institution or any other independent agency. In view of the competitive environment of the
industry in which we operate, we may have to revise our business plan from time to time and consequently our
capital and operational expenditure requirements may also change. Our Company’s historical capital and
operational expenditure may not be reflective of our future capital expenditure plans. We may have to revise our
estimated costs, fund allocation and fund requirements owing to factors such as economic and business conditions,
increased competition and other external factors which may not be within the control of our management. This
may entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure
for a particular purpose at the discretion of our management, in compliance with applicable law. For details, see
“Risk Factors – 30. Any variation in the utilisation of the Net Proceeds shall be subject to certain compliance
requirements, including prior approval from Shareholders” on page 59.

In case of any increase in the actual utilization of funds earmarked for the Objects of the Fresh Issue, such
additional funds for a particular activity will be met by way of means available to our Company, including from
internal accruals and any additional equity and/or debt arrangements. If the actual utilization towards any of the
Objects of the Fresh Issue is lower than the proposed deployment, such balance will be used for future growth
opportunities, if required and general corporate purposes in accordance with applicable laws. In the event that
estimated utilization out of the Net Proceeds in a fiscal is not completely met, the same shall be utilized in the
subsequent fiscals, as may be decided by our Company, in accordance with applicable laws. Any such change in
our plans may require rescheduling of our expenditure programs and increasing or decreasing expenditure for a
particular object vis-à-vis the utilization of Net Proceeds.

Details of the Objects of the Fresh Issue

1. Financing the cost towards the Expansion of Nashik Manufacturing Facility I

We currently have two manufacturing facilities in India – Nashik Manufacturing Facility I and Nashik
Manufacturing Facility II - both of which are located in Nashik, Maharashtra. Our Nashik Manufacturing Facility
I has a total installed capacity of 4,311,960 units per annum as at March 31, 2023. Leveraging our experience and
expertise, we aim to expand our Nashik Manufacturing Facility I to build and strengthen our core capabilities and
to build capacity for manufacturing of electrical automation products, metering, control and protection devices
and solar string inverters. We also plan to invest in automation of certain assembly and test operations to achieve
cost efficiency. The Expansion of Nashik Manufacturing Facility I entails (a) construction of a building and civil
work; (b) procurement and installation of plant and machinery for expanding the production capacity of analog
panel meters, digital panel meters, multimeters, current transformers, electrical transducers, moulds and solar
inverters; and (c) other necessary utilities. As we propose to expand the Nashik Manufacturing Facility I, the land
on which the Expansion of Nashik Manufacturing Facility I is to be undertaken is leased to us by the Maharashtra
Industrial Development Corporation for a period of 95 years with effect from October 1, 1983. We intend to utilise
₹ 628.86 million of the Net Proceeds towards the cost of the Expansion of Nashik Manufacturing Facility I.

Estimated Cost

The total estimated cost of the Expansion of Nashik Manufacturing Facility I is ₹ 628.86 million, is based on
management estimates in accordance with our business plan and specified in the Architect Report and the CE
Certificate. The detailed break-down of estimated cost is set forth below.
(₹ in million)
S. No. Item Estimated Cost
A. Building and civil work 172.39*
B. Plant and machinery 393.31#
C. Utilities 63.16*
Total 628.86
*
As per the Architect Report.
#
As per the CE Certificate.

125
The working capital requirements for the Expansion of Nashik Manufacturing Facility I will be met from our
internal accruals and the proceeds earmarked towards general corporate purposes.

Means of Finance

The total estimated cost for the Expansion of Nashik Manufacturing Facility I is ₹ 628.86 million. We intend to
fund the entire cost of the Expansion of Nashik Manufacturing Facility I from the Net Proceeds. As on the date of
this Prospectus, our Company has not deployed any funds towards financing the Expansion of Nashik
Manufacturing Facility I.

The fund requirements set out above are proposed to be funded entirely from the Net Proceeds. Accordingly, we
confirm that there are no requirements to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the
amount to be raised from the Fresh Issue.

1. Building and civil work

Building and civil works for the proposed expansion includes construction and engineering related work including
construction of a building including production areas, office areas, water supply and drainage system. The total
estimated cost for building and civil works for the proposed Expansion of Nashik Manufacturing Facility I is ₹
172.39 million, as per the Architect Report.

The break-up for estimated cost of the building and civil work, as per the Architect Report, is as follows:

S. No Particulars of proposed building Floor area Unit cost of Net cost of

(square construction (₹ per construction
meter) square meter) (₹ million)
1. Production area and Office Area - Ground Floor 1,425.04 28,570 40.71
– Height 4.80 metres
2. Production area and Office Area - First Floor – 1,425.04 27,460 39.13
Height 3.87 metres
3. Production area and Office Area – Second Floor 1,425.04 27,460 39.13
– Height 3.87 metres
4. Production area and Office Area – Third Floor – 1,425.04 27,460 39.13
Height 3.87 metres
5. Production area – Fourth Floor – Height 3.87 520 27,460 14.28
metres
Total 172.39

2. Procurement of Plant and machinery

While we propose to utilise ₹ 393.31 million towards procurement of the plant and machinery (including requisite
software), based on our current estimates, the specific number and nature of such plant and machinery to be
procured by our Company will depend on our business requirements.

An indicative list of such plant and machinery that we intend to purchase, along with details of the quotations we
have received in this respect is set forth below, which has been certified by Manish M Kothari, Chartered Engineer,
pursuant to the CE Certificate.

126
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
A. Equipment/
Machines
1. C300B - Three 19,320 Euro# 1.70 8 13.61 Calmet sp. May 8, 10 months Poland Up to 18 weeks from 100% advance amount
Phase Power Z o.o. 2023 from the the proforma to be paid into Calmet’s
Calibrator and date of issue invoice payment bank account on the
Tester plus shipping time basis of proforma
invoice up to 2 weeks
after order
acknowledgement –
Warranty of 12 months
from the date of sale
2. C101F – 7,680 Euro# 0.68 8 5.41 Calmet sp. May 8, 10 months Poland Up to 10 weeks from 100% advance amount
Multifunction Z o.o. 2023 from the the proforma to be paid into Calmet’s
Calibrator date of issue invoice payment bank account on the
plus shipping time basis of proforma
invoice up to 2 weeks
after order
acknowledgement –
Warranty of 12 months
from the date of sale
3. Mixed Signal 1,490,000 1.49 1 6.19 Anwita June 13, 9 months India Within 20 to 22 100% advance amount
Oscilloscope Industries 2023 weeks to be paid along with
(“MSO”) purchase order
Perpetual License, 367,000 0.37
Software Bundle,
Pro Power Bundle
for 4 series MSO
Arbitrary Function 148,000 0.15
Generator (Installed
Option)
Computer serial 213,000 0.21
triggering and
analysis (Installed
Option)
Embedded serial 213,000 0.21
triggering and
analysis (Installed
Option)

127
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
Ethernet serial 213,000 0.21
triggering and
analysis (Installed
Option)
USB serial 213,000 0.21
triggering and
analysis (Installed
Option)
3-Phase Analysis 205,000 0.21
Software (Installed
Option)
8 Channel general 207,000 0.21
purpose logic probe
for 4, 5 and 6 Series
MSO (includes
accessory kit)
500 MHz 1,920,000 1.92
galvanically isolated
high impedance
differential probe
with standard
accessory kit
Current Probe 582,000 0.58
Hard transit case for 121,000 0.12
the 4 Series MSO
(includes front
cover)
Five-year Total 298,000 0.30
Product Protection
Plan including
repair-or-
replacement
coverage from wear
and tear, accidental
damage, ESD or
EOS
4. Multi-product 4,455,965 4.46 3 13.37 Fluke May 14, 10 months India 28 to 30 weeks from 100% advance amount
calibrator model: Technolog 2023 the date of order to be paid – Warranty of

128
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
5540A along with ies Private 12 months from the date
accessories Limited of shipment – 25%
amount on the purchase
order value will be
deducted if the order is
cancelled
5. Three Phase Radian 3,480,789 3.48 1 3.48 RPP May 9, 10 months India 10 to 12 weeks after 100% advance amount
Reference standard Engineeri 2023 purchase order to be paid – Warranty of
meter model RX-33 ng & along with advance 12 months – the
Consultin quotation includes
g Private freight, insurance and
Limited installation charges
6. Reference 3,189,063 3.19 3 9.57 Fluke May 14, 10 months India 28 to 30 weeks from 100% advance amount
multimeter model: Technolog 2023 the date of order to be paid – Warranty of
8588A along with ies Private 12 months from the date
accessories model Limited of shipment – 25%
8588A LEAD amount on the purchase
order value will be
deducted if the order is
cancelled
7. Network-3 Phase 62,500 0.06 1 0.06 S.S. April 14, 9 months India 4 weeks from receipt 100% in advance
Variac Electronic 2023 of advance
s
8. Aplab High Voltage 240,000 0.24 1 0.24 Aplab May 29, 9 months India 20- to 24 weeks 50% advance and
DC Power Supply Limited 2023 from receipt of balance against
Model: H6005 purchase order proforma invoice prior
to dispatch – Warranty
of 12 months from date
of dispatch
9. Special Purpose 565,000 0.57 1 0.66 Interpack June 12, 9 months India 25 working days 60% advance with the
Semi-Automatic India 2023 after confirmation of purchase order and
Vacuum Forming Enterprise the purchase order balance 40% after
Machine (IP-SP- s with advance successful final trial
SAVFM-80 70) amount before dispatch –
Air Compressor 90,000 0.09 Installation charges are
(5HP 2 STAGE/ 2 included in the price
CYLINDER)
10. Hakko FR-702 ESD 181,000 0.18 1 0.18 Sumitron May 30, 9 months India Ex-stock to 4 to 5 100% to be paid on cash

129
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
SAFE Exports 2023 weeks on delivery basis
Rework System Private
Limited
11. Hakko Soldering 10,780 0.01 5 0.05 Sumitron May 30, 9 months India Ex-stock to 4 to 5 100% to be paid on cash
Station FX – 888D Exports 2023 weeks on delivery basis
Private
Limited
12. 3 Phase PFC testing 773,700 0.77 1 0.77 Elektro April 13, 9 months India 8 weeks after 50% advance and
set up comprising Controls 2023 receiving advance balance against
of: and firm order proforma invoice

• Reactor Panel
• Heater Panel
• Capacitor Panel
13. PV Simulator, Grid 75,470,258 75.47 1 75.47 Ametek April 10, 9 months United 28 to 30 weeks from 50% advance along with
Simulator and RLC Programm 2023 States of the date of receipt of technically and
Load able America technically and commercially clear
Power commercially clear purchase order, 30%
order and drawing against drawing
approval approval and
manufacture clearance
and balance 20% against
installation and
acceptance within 30
days of completion of
work – Warranty on
repair or replace at the
option of the vendor,
free of cost, on ex-works
basis the whole or any
portion of material
which under normal and
proper use and
maintenance proves
defective in
material and/or
workmanship within 12
months from the date of

130
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
commissioning or 18
months from
the date of dispatch
14. Reference Meter 4,500,000 4.50 2 9.00 ZERA May 30, 10 months India Within 24 to 26 100% payment within 7
3 Phase Voltage India 2023 weeks from the date days from the date of
Amplifier Private of receipt of receipt of techno-
1 Phase Current Limited technically and commercially cleared
Amplifier (three commercially clear purchase order;
nos.) order Warranty – 12 months
Controller from the date of
installation or 18 months
All component from the date of
installed in cabinet, dispatch, whichever is
including internal earlier
voltage, current and
control wiring and
command set to
operate source over
RS232
communication.

15. UV Laser Marking 1,493,500 1.49 3 4.48 JSS Laser August Until India 4 to 6 weeks from 60% advance payment
Machine together Technolog 26, 2022 October 31, techno- with purchase order and
with 3% P&F y 2023 commercially clear balance 40% before
charges purchase order and dispatch; Warranty – 1
advance year from the date of
dispatch
16. Spea Flying Probe 319,953 Euro# 28.19 1 28.19 iNETest April 11, 9 months India 20 to 22 weeks from 100% Telegraphic
Tester 4020s2M Technolog 2023 the date of advance Transfer advance
along with ies India payment payment along with
accessories Private purchase order -
Limited Warranty of 12 months
from date of installation
or 13 months from date
of shipment, whichever
is earlier

131
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
17. Wave Soldering 152,278 Euro# 13.42 1 13.42 Kurtz Ersa April 11, 9 months India 18 to 22 weeks upon 100% advance payment
Machine India 2023 receipt of written – Warranty of 12 months
purchase order (starting from
acceptance, but no later
than 2 months after
delivery)
18. Nitroswing PSA N2 31,200 Euro # 3.34 1 3.34 NOXERI June 16, 9 months Italy 14 weeks from 50% against purchase
Generator NS-56 OR s.r.l. 2023 receipt of purchase order and balance before
O2 – Analyser 1,680Euro # order and advance dispatch – Warranty of 2
Flow Meter 1,600 Euro # payment receipt years from the date of
External Flow 260 Euro # successful
Regulation Kit commissioning or from
Packaging in 720 Euro # the date of dispatch
wooden crate whichever is earlier.
Shipping Charges 2,500 Euro #
(Sea Freight)

19. Gardner Denver – 620,000 1.18 1 1.18 Sarwat June 16, 9 months India 8 weeks from the 50% against purchase
Air Compressor Engineeri 2023 receipt of purchase order and balance before
Refrigerant Air 230,000 ng order confirmation. dispatch - Warranty of
Dryer Company 18 months from the date
Air Tank Receiver 90,000 (as the of dispatch or 12 months
Surge Tank 90,000 distributor from the date of
Final Tank 90,000 of commissioning.
Transportation 60,000 NOXERI
charges till site OR s.r.l.)
20. Magazine Un 780,000 0.78 1 0.78 NMTronic June 1, 270 days India 6 to 8 weeks (ex. 100 % advance payment
Loader s India 2023 factory) plus by TT remittance, and
Private shipment time from within 14 days of the
Limited the date of purchase proforma invoice date;
order Warranty – 12 months
warranty against
manufacturing defects
21. Alkon 0 Conductive 1,065 0.0010 250 0.44 Anmol April 11, 9 months India 1 week from the date Payment to be made
PCB Carrier
. No. 5 Sales 2023 of receipt of within 30 days from the
(set of 20 pieces) Corporati purchase order date of receipt of the
Alkon 0 Conductive 1,760 0.0018 63 on material.

132
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
PCB Carrier No. 6
(set of 2 pieces)
Alkon Aluminium 213 0.0002 50
Guides for
Adjustable PCB
Carriers – 353 mm
(set of 2 pieces)
Alkon Aluminium 324 0.0003 150
Guides for
Adjustable PCB
Carriers – 553 mm
(set of 2 pieces)
22. In Line Conformal 25,600 USD# 2.12 1 2.12 ETA April 10, Till Singapore 5 to 6 weeks after 30% advance and
Coating Machine Internatio 2023 December advance payment balance payment 10
nal Pte Ltd 2023 receipt days before shipment -
Warranty of 13 months
from date of AWB/BL
23. Programmable Edge 1,924,040 1.92 1 1.92 Transwind April 20, 9 months India 12 to 16 weeks from 50% advance payment
Winding Machine: Technolog 2023 date of order along with purchase order and
TEW 300EW ies Private with advance remaining 50% before
(Automatic) Limited dispatch of the machine
- Warranty of 12 months
Together with 3% on all manufacturing
Packing Charges defective parts from date
of installation

24. Automatic Current 3,543,750 3.54 1 3.54 Eltel May 8, Till India 10 to 12 weeks after 25% advance payment
Transformer Test Industries 2023 December receipt of firm order along with order and
System 31, 2023 with advance balance payment against
payment Proforma Invoice prior
to dispatch – Warranty
of 13 months from date
of dispatch or 12 months
from date of installation,
whichever is earlier
25. Automatic 150,592.50 0.15 2 0.30 Veer May 18, 10 months India 6 to 7 weeks after 100% advance payment
transformer turns Electronic 2023 receiving payment along with purchase
ratio meter VTRM- s Pvt. Ltd. along with purchase order - Warranty of 12

133
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
1C (including order months for
packing and manufacturing defects.
forwarding charges
and insurance)
26. Current Transformer 3,238,400 3.24 1 3.24 OMICRO May 8, Till India 12 to 16 weeks from 100% payment in
Analyzer Advanced N Energy 2023 February 6, receipt of material advance - Warranty of
Package P0000848 Solutions 2024 dispatch clearance 24 months from date of
(Cable 15m) Private certificate / delivery for new units, 6
Limited acceptance of months for cables &
purchase order accessories
27. Image Dimension 4,415,000 4.42 1 4.42 Keyence May 8, Till India 2 weeks from 100% payment in
Measuring System India 2023 December ordering after advance
Private 31, 2023 confirmation of
Limited order
28. XMET 8000 30,750 USD# 2.54 1 2.54 Tii April 28, 6 months India 6 to 8 weeks from 100% advance payment
Optimum Alloy + Techno 2023 date of confirmed –24 months limited
RoHS Analyzer and Testing order and receipt of warranty on parts and
accessories Instrumen 100% advance labor from date of
ts Private payment installation &
Limited commissioning.
29. IP5X IP6X Sand and 11,798 USD# 0.98 1 0.98 XI’AN April 28, 10 months China 25 days Telegraphic Transfer of
Dust Test Chamber; Lib 2023 entire funds in advance –
DI – 800 Environm Warranty of 3 years and
ental lifelong follow-up
Simulatio services
n Industry
30. IPX5 IPX6 Water 14,315 USD# 1.18 1 1.18 XI’AN April 28, 10 months China 25 days Telegraphic Transfer of
Jetting Test Lib 2023 entire funds in advance –
Chamber; R56-800 Environm Warranty of 3 years and
ental lifelong follow-up
Simulatio services
n Industry
31. Electrodynamic 7,365,046 7.37 1 7.37 Saraswati May 9, 10 months India 12 to 16 weeks from 40% advance payment
Vibration Shaker Dynamics 2023 the date of receipt of along with purchase
System (Long Pvt. Ltd. purchase order and order, 50% payment
Stroke) along with advance plus GST and other
its components levies after pre-dispatch
(including 1% inspection before

134
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
Handling & Packing dispatch and balance
charges and ₹0.048 10% after installation &
million Installation commissioning -
& Commissioning Warranty of 12 months
charges) from installation and
commissioning or 14
months from the date of
supply, whichever is
earlier.
32. Impulse Generator 39,500 CHF# 3.58 1 3.58 EMCi May 8, Till India 12 to 16 weeks after 100% payment in
1.2/50 μs, 22.5 kV Plus 2023 December receipt of the order advance - Warranty of 1
and accessories 15, 2023 year from the date of
invoice for
manufacturing defects
as well as 1 year from
the date of invoice for
consumable parts.
33. Wirecut Electrical 8,700,000 8.70 1 8.70 MC May 24, 9 months India 2 weeks – for 30% of contract amount
Discharge Machine Machiner 2023 inventory machines as advance payment and
y Systems 4 months – for 70% of contract amount
India Pvt. specialized/non- before delivery (for
Ltd. inventory machines inventory
machines)/before
dispatch from the port of
origin (for
specialized/non
inventory machines) -
Warranty – 12 months
from the date of
installation or 15 months
from the date of the
seller’s signed contract
of sales, whichever
earlier (for inventory
machines) and 12
months from the date of
installation or 13 months
from date of invoice or

135
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
18 months from date of
the purchase order,
whichever is the earliest
(for specialized/non
inventory machines)
34. CNC EDM Drill 2,722,000 2.72 1 2.72 Sparkonix June 8, 270 days India Within 90 days 35% advance along with
Machine with India Pvt. 2023 purchase order &
Standard Ltd. balance against
Accessories proforma invoice before
(including ₹0.022 dispatch - Warranty of 1
million packing year from the date of
charges) installation against
manufacturing defects
35. CNC Die-sinking 12,900,000 12.90 1 12.90 MC May 24, 9 months India 2 weeks for 30% of contract amount
Electrical Discharge Machiner 2023 inventory machines as advance payment,
Machine: SG12M- y Systems 5 months for 70% of contract amount
GV80 India Pvt. specialized/non before delivery (for
Ltd. inventory machines inventory
machines)/before
dispatch from the port of
origin (for
specialized/non
inventory machines)–
Warranty: (a) For
Inventory Machines 12
months from the date of
installation or 15 months
from the date of the
seller’s signed contract
of sales, whichever
earlier; (b) For
specialized/ Non-
Inventory Machines 12
months from date of
installation; or 13
months from date of
invoice; or 18 months
from date of customer’s

136
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
Purchase order,
whichever is the earliest
36. Vertical Machining 95,935 USD# 7.93 2 15.87 Phillips June 9, 12 months India 7 to 8 weeks from 30% Non-Refundable
Center Machine Machine 2023 receipt of advance Advance T/T payment
Tools payment and vessel along with Purchase
India Pvt sailing time of 6 to 8 Order/Proforma
Ltd weeks Invoice. Balance 70%
T/T payment
immediately against
copy of shipping
documents – Warranty
of 12 months from date
of commissioning or 15
months from the date of
shipment whichever is
earlier.
37. Bilz Shrink Fit 1,070,000 1.07 1 1.07 Shree June 8, 9 months India 8 weeks after 50% payment along
Machine Tools 2023 confirmation of with purchase order and
purchase order 50% against proforma
invoice – Warranty – 1
year against
manufacturing defects
38. CNC Surface 5,723,710 5.72 1 5.72 Alex June 15, 9 months India To be finalized at the 40% advance payment
Grinding Machine Machine 2023 time of order along with confirmed
NH-8040 (including Tools Pvt. confirmation. order, 60% balance
3% packing and Ltd. payment along with tax
forwarding charges) before dispatch of
machinery-Warranty of
12 months from the date
of commission or 15
months from the date of
dispatch, whichever is
earlier
39. CNC Coordinate 6,171,757 6.17 1 6.17 Mitutoyo May 25, 9 months India Within 2 to 3 months 30% Advance against
Measuring Machine South 2023 from the date of purchase order (Non-
(Including 2% of the Asia Pvt. technically & Refundable), 70%
order value towards Ltd. commercially clear against proforma
packing & purchase order invoice before dispatch -

137
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
forwarding charges; Warranty of 12 months
1% insurance of from date of installation
order value; or 13 months from the
and ₹0.14 million date of invoice,
Installation charges) whichever is earlier
40. Hydraulic die 4,950,000 4.95 1 4.95 Achieve May 24, 9 to 10 India Within 20 to 22 50% Advance with
spotting press Hydraulic 2023 months Weeks from the date purchase order, 40%
s & of receipt of techno - with taxes and duties
Pneumatic commercially clear against trial by vendor
s Pvt. Ltd. order with down and before dispatch and
payment 10% after installation
and commissioning -
Warranty of 12 Months
against manufacturing
defects from the date of
dispatch (warranty does
not include electric
items)
41. Injection Molding 293,400 Euro# 25.85 1 25.85 Unimark June 22, 9 months India 6 to 7 months for 30% advance payment
Machine Hi-Tech 2023 small size machines along with the purchase
(ALLROUNDER Solutions and 9 months for order and balance to be
630 S 2500-1300) LLP bigger size of paid before shipment.
and Multilift V machines
Robot Warranty: 12 months
42. Injection Molding 223,800 Euro# 19.72 1 19.72 Unimark June 22, 9 months India from the date of
Machine Hi-Tech 2023 installation or 14 months
(ALLROUNDER Solutions from the date of bill of
570 S 1600-800) and LLP lading, whichever is
Multilift V Robot earlier
43. Injection Molding 207,870 Euro# 18.31 1 18.31 Unimark June 22, 9 months India
Machine Hi-Tech 2023
(ALLROUNDER Solutions
520 S 1300–– 800) LLP
and Multilift V
Robot
44. Feedmax BS 210-50 215,000 0.22 6 1.29 Wittmann June 21, 9 months India 12 weeks 100% advance payment
(including Battenfeld 2023 with order - Warranty of
installation charges India 1 year

138
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
of ₹0.01 million per Private
unit) Limited
45. Conveyor L-2500 205,000 0.21 9 8.33 Wittmann June 21, 9 months India 12 weeks 100% advance payment
W-500 (including Battenfeld 2023 with order - Warranty of
installation charges. India 1 year
₹0.025 million per Private
unit) Limited
Granulator (SMAX 590,000 0.59 9
2) (including
installation charges.
₹0.01 million per
unit)
Temperature 130,000 0.13 9
Controller MTC
PRIMUS C90
(including
installation charges.
₹0.01 million per
unit)

46. Mold Storage Rack 1,521,900 1.52 5 7.61 Reco June 21, 9 months India 4 to 6 weeks after 90% advance payment
(including Storage 2023 receipt of advance along with purchase
transportation and Systems payment along with order and 10% before
installation charges) purchase order dispatch; Warranty – 6
months
47. Power distribution, 5,900,000 5.90 1 5.90 UL India February Till India - 100% deposit of quoted
energy meter – Private 2, 2023 December 3, fees will be required
electric – active and Limited 2023 prior to the project start
reactive - polyphase date
48. Microsoft Project 47,500 0.05 2 0.10 Digital April 7, 9 months India 3 to 4 weeks from 100% advance payment
(Standard 2021) Electro 2023 the date of the
Systems purchase order
49. Laser Marking 2,200,000 2.20 1 2.20 Vasundha April 12, 9 months India 4 to 8 weeks after 100% payment in
Machine: AREX400 ra 2023 receipt of order advance – Warranty of
Enterprise one year
s
50. Pit pot type 2,230,000 2.23 1 2.23 Trimurti June 21, 9 months India Within 3 months 50% advance along
electrical heated Furnace 2023 from the date of with order and 50%

139
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
vacuum annealing Private receipt of against proforma
furnace (including Limited technically and invoice after inspection
erection and commercially clear – Warranty of 12 months
commissioning order from date of dispatch of
charges) equipment or 15 months
from date of
commissioning,
whichever is earlier
B. Software and
related equipment
1. Compliance-Scope 4,317,300 4.32 1 4.32 Simyog April 10, 9 months India Within 15 working 100% payment on
Node-locked Technolog 2023 days of purchase delivery acceptance
Perpetual license y Private order
Limited
2. Dell Precision 605,000 0.61 1 0.62 Digital April 7, 9 months India 3 to 4 weeks from 100% advance to be paid
Tower Workstation Electro 2023 the date of the
Dell 24 Monitor 16,500 0.017 Systems purchase order
Dell Wireless 1,350 0.001
keyboard and mouse
3. NX Mach Designer 500,000 0.50 5 2.50 3D April 6, 9 months India 15 to 20 working 100% payment to be
software (perpetual Engineeri 2023 days made with the purchase
license) ng order -
Automatio 18% interest per annum
n LLP for delayed period of
payment – Offer
includes 12 months and
36 months maintenance,
enhancement and
support

4. HP Z Series 218,000 0.22 27 5.89 Digital April 7, 9 months India 3 to 4 weeks from 100% advance to be paid
Workstation Electro 2023 the date of the
Systems purchase order
5. Solidworks 450,000 0.45 1 1.73 Best April 4, 9 months India 3 to 4 weeks from 100% advance along
Standard License Engineeri 2023 date of confirmed with purchase order
2022 standalone ng Aids & purchase order
(with initial one year Consultan
subscription) cies

140
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
Solidworks 1,280,000 1.28 Private
Simulation Premium Limited
license 2022
standalone (with
initial one year
subscription)
6. Matlab software 175,000 0.18 1 4.48 MathWor April 3, 9 months India 10 working days 100% advance along
Simulink software 265,000 0.27 ks India 2023 after receipt of with purchase order
Control system 100,000 0.10 Private payment
toolbox Limited
DSP System 110,000 0.11
Toolbox
Embedded Coder 445,000 0.45
Matlab coder 525,000 0.53
Matlab compiler 350,000 0.35
Matlab Compiler 445,000 0.45
SDK
Optimization 100,000 0.10
toolbox
Signal processing 87,500 0.09
toolbox
Simscape 175,000 0.18
Simscape electrical 265,000 0.27
Simulink coder 265,000 0.27
Simulink control 110,000 0.11
design
Simulink Design 100,000 0.10
Optimization
Stateflow 250,000 0.25
System 100,000 0.10
Identification
toolbox
Matlab web app 610,000 0.61
server
7. ANSYS Mechanical 2,300,000 2.30 1 2.30 CADFEM April 3, 9 months India 4 weeks from the 100% advance to be paid
Premium Software India Pvt 2023 date of receipt of
Ltd purchase order

141
S. Description Cost per Cost per Quantity Amount Name of Date of Validity Country Estimated delivery Terms relating to
No. unit (in ₹ unit (in ₹ (₹ in the quotation from the of vendor time advance payments and
unless million)* million)** vendor date of warranty
otherwise quotation
specified)
8. Keyshot 11 pro FL 254,000 0.25 1 0.25 Maveric April 4, 9 months India Within 1 working 100% advance to be paid
commercial Solution 2023 day
software license Inc.
(perpetual) together
with annual
maintenance
9. Rhinoceros 82,900 0.08 1 0.08 VectraFO April 4, 9 months India 2 weeks from the 100% advance along
Software and Bongo RM 2023 date of receipt of with confirmed purchase
2 upgrade Engineeri confirmed purchase order
ng order along with
Solutions requisite advance
amount
10. CorelDRAW 79,900 0.08 1 0.08 Digital April 7, 9 months India 3 to 4 weeks from 100% advance to be paid
Graphics Suite Electro 2023 the date of the
Enterprise License Systems purchase order
11. Draftsight 75,000 0.08 2 0.15 Best April 4, 9 months India 3 to 4 weeks from 100% advance along
Enterprise Network Engineeri 2023 the date of with purchase order
License with initial ng Aids & confirmed purchase
one year Consultan order
subscription cies
Private
Limited
12. HP 280 Pro G6 MT 64,750 0.06 3 0.19 Minitek April 10, 9 months India 2 to 3 days from date 100% advance to be paid
desktop Systems 2023 of confirmed
(India) purchase order
Pvt. Ltd.
TOTAL 393.31
#
The quotations for certain equipment are in foreign currencies such as Euro, CHF and USD.
*
The conversion rates have been considered as of May 31 2023,: (a) Euro – ₹ 88.10; (b) USD – ₹ 82.70; (c) CHF - ₹ 90.55; (Source: www.x-rates.com).
**
Total estimated cost excludes GST, which will be funded from internal accruals and/or by utilizing the Net Proceeds earmarked for general corporate purposes. However, certain of the quotations includes customs duty,
freight, installation and packaging charges, as applicable and if any additional charges, including packaging, installation and freight charges and taxes are required to be paid, they will be funded from internal accruals
and/or by utilizing the Net Proceeds earmarked for general corporate purposes.

142
All quotations received from the vendors mentioned above are valid as on the date of this Prospectus. However,
we have not entered into any definitive agreements with any of these vendors and there can be no assurance that
the same vendors would be engaged to eventually supply the equipment or provide the service at the same costs.
In accordance with the terms of certain quotations obtained by our Company, the prices in relation to the plant
and machinery may be subject to revisions during the validity period of such quotations, pursuant to inter alia any
update to the pricing list of the vendor, prices of the raw materials or pursuant to foreign exchange currency
fluctuations or policy changes. If there is any increase in the costs of equipment, the additional costs shall be paid
by our Company from its internal accruals. The quantity of equipment to be purchased is based on the present
estimates of our management. Our Company shall have the flexibility to deploy such equipment according to the
business requirements of such facilities and based on the estimates of our management. For further details, see
“Risk Factors – 3. We propose to utilise a substantial portion of the Net Proceeds of the Offer towards our
Expansion of Nashik Manufacturing Facility I and we have not entered into any definitive arrangements to
utilise certain portions of the Net Proceeds of the Offer. Our funding requirements and deployment of the Net
Proceeds of the Offer are based on management estimates, a cost assessment report from Sanjay Madhavrao
Patil, architect, certificate from Manish M Kothari, chartered engineer and have not been appraised by any
bank or financial institution or other agency. The deployment of the Net Proceeds will not be monitored by a
monitoring agency. Our proposed expansion plans relating to Nashik Manufacturing Facility I are subject to
the risk of unanticipated delays in implementation and cost overruns.” on page 33.

No orders for purchase of the machinery/ equipment, as provided above, have been placed as on the date of this
Prospectus. No second-hand or used machinery is proposed to be purchased out of the Net Proceeds. Each of the
units mentioned above is proposed to be acquired in a ready-to-use condition.

Our Promoter, Directors, Key Managerial Personnel and Senior Management do not have any interest in the
proposed construction of building and civil works, acquisition of plant and machinery, or in the entities from
whom we have obtained quotations in relation to such activities.

3. Utilities

We propose to utilise an amount of ₹ 63.16 million towards utilities including, goods lift, passenger lift,
substation/transformer, panels, cabling, fire sprinkler system with wet riser, LAN system, automatic fire alarm
system, access control systems and services (electrical, water supply and sanitary). Such utilities are in addition
to the existing utilities used for the purposes of the existing manufacturing facility.

The break-up of the estimated cost for the utilities, as certified by the Architect Report, is as follows:

S. Particulars Units Unit cost (₹) Unit of Net cost

No measure (₹ million)
1. Goods lift - 1 ton capacity 1 2,600,000 Numbers 2.60
2. Passenger lift (Capacity/ Persons – 8) 1 1,600,000 Numbers 1.60
3. 11KV/415V substation/transformer, panels, 1,000 12,500 Kilovolt ampere 12.50
cabling
4. Fire sprinkler system with wet riser 4,795 1,200 Square meter 5.75
5. LAN system 4,795 500 Square meter 2.40
6. Automatic fire alarm system 4,795 600 Square meter 2.88
7. Access control systems 4,795 200 Square meter 0.96
8. Services (electrical, water supply and sanitary) - 20% of the - 34.48
total building
and civil
work cost
Total 63.16

Government and other approvals

As on the date of this Prospectus, our Company has not deployed any fund towards financing the Expansion of
Nashik Manufacturing Facility I and has not commenced the construction of building and other civil works,
including engineering related work. In relation to the Expansion of Nashik Manufacturing Facility I, we are
required to obtain routine approvals including building plan approval, consent to establish (air and water),
electrical drawings approval, no objection certificate for fire safety which will be obtained prior to the
commencement of construction and labour license for construction, occupancy certificate, final approvals for all
electrical equipment, STP, DG (Air, Water and Hazardous Wastes), Fire Fighting equipment, layout approval

143
from inspector of factories and consent to operate (air and water) which will be obtained after completion of
construction of the proposed building, as certified by Sanjay Madhavao Patil, Architect, pursuant to the Architect
Report. These approvals would be in line with approvals already obtained by our Company for the same location
which would be adjacent to the new building proposed to be constructed. Construction of the proposed building
and utilities has not yet commenced as of the date of this Prospectus and accordingly, no approvals are required
to be obtained as of such date.

Our Company has also obtained authorization from the Ministry of Electronics and Information Technology of
GoI, for incentives in relation to manufacturing and sales of certain of our products under the Modified Special
Incentive Package Scheme (“M-SIP Approval”). The M-SIP Approval provides that our Company may be
eligible to receive the financial incentive of 25% of eligible capital expenditure by the GoI under the M-SIP
Approval subject to compliance with certain terms and conditions. Additionally, subject to compliance of the
Maharashtra Electronics Policy, 2016 and Package Scheme of Incentive Policy, 2019, the Government of
Maharashtra has granted certain financial incentives to us basis the level of fixed capital investment that we
undertake to manufacture certain products at our Nashik Manufacturing Facility I. The incentives, if any, are not
tied to the means of finance for the Expansion of Nashik Manufacturing Facility I. Our Company will file
necessary applications with the relevant authorities for obtaining all final approvals as applicable, at the relevant
stages. In the event of any unanticipated delay in receipt of such approvals, the proposed schedule implementation
and deployment of the Net Proceeds may be extended or may vary accordingly. For details, see “Risk Factors –
3. We propose to utilise a substantial portion of the Net Proceeds of the Offer towards our Expansion of Nashik
Manufacturing Facility I and we have not entered into any definitive arrangements to utilise certain portions
of the Net Proceeds of the Offer. Our funding requirements and deployment of the Net Proceeds of the Offer
are based on management estimates, a cost assessment report from Sanjay Madhavrao Patil, architect,
certificate from Manish M Kothari, chartered engineer and have not been appraised by any bank or financial
institution or other agency. The deployment of the Net Proceeds will not be monitored by a monitoring agency.
Our proposed expansion plans relating to Nashik Manufacturing Facility I are subject to the risk of
unanticipated delays in implementation and cost overruns.” on page 33.

2. General corporate purposes

Our Company intends to deploy the balance Net Proceeds aggregating to ₹ 79.19 million towards general
corporate purposes, as approved by our management, from time to time, subject to such utilisation for general
corporate purposes not exceeding 25% of the gross proceeds, in compliance with the SEBI ICDR Regulations.
Such general corporate purposes may include, but are not restricted to, (i) funding growth opportunities; (ii)
servicing our repayment obligations (principal and interest) under our future financing arrangements; (iii) cost of
other smaller auxiliary equipment and tools, related taxes, levies and other duties, as applicable, logistics,
packaging and installation costs related to procurement of plant and machinery, any exchange rate fluctuations;
(iv) capital expenditure, including towards development/refurbishment/renovation of our assets; (v) meeting
ongoing general corporate contingencies including working capital requirements of our Expansion of Nashik
Manufacturing Facility I, as needed; (vi) strategic initiatives; (vii) process improvements; and/or (viii)
strengthening of our manufacturing and R&D capabilities.

The allocation or quantum of utilisation of funds towards the specific purposes described above will be determined
by our management, based on our business requirements and other relevant considerations, from time to time. Our
management, in accordance with the policies of the Board, shall have the flexibility in utilising surplus amounts,
if any.

Offer related expenses

Other than the listing fees in connection with the Offer (which shall be solely borne by the Company) and fees
and expenses of the legal counsel and the chartered accountants to the Selling Shareholders (which will be borne
by the Selling Shareholders), all Offer expenses, including BRLMs’ fee, underwriting commissions, roadshow
expenses, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock
brokers, fees payable to the Self Certified Syndicate Banks, syndicate members, other Designated Intermediaries,
legal advisors and any other agreed fees and commissions payable in relation to the Offer will be shared amongst
the Company and the Selling Shareholders on a pro-rata basis, within the time prescribed under the
agreements/engagement letters to be entered into with such persons and as set forth in the engagement letter, as
applicable, in accordance with Applicable Law. The abovementioned expenses shall be borne by the Company
and Selling Shareholders, in proportion of the Equity Shares issued by the Company and sold by each of the
Selling Shareholders in the Offer and in accordance with Applicable Law. All such amounts payable to

144
intermediaries shall be payable directly from the Public Offer Account after transfer of funds from the Escrow
Accounts and the ASBA Accounts to the Public Offer Account and immediately on receipt of the listing and
trading approvals from the Stock Exchanges. Upon successful completion of the Offer, any payments by the
Company in relation to the Offer expenses on behalf of any of the Selling Shareholders shall be reimbursed by
such Selling Shareholder to the Company inclusive of taxes.

The total expenses of the Offer are estimated to be approximately ₹ 271.00 million. The expenses of this Offer
include, amongst others, listing fees, selling commission, fees payable to the BRLMs, fees payable to legal
counsels, fees payable to the Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for
processing ASBA Forms, brokerage and selling commission payable to members of the Syndicate, Registered
Brokers, Collecting RTAs and CDPs, printing and stationery expenses, advertising and marketing expenses and
all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.

The estimated Offer expenses are as follows:

(₹ in million)
Activity Estimated As a % of the As a % of the total
expenses* total estimated Offer size
Offer expenses
Fees payable to the BRLMs and commissions (including 110.43 40.75 2.25
underwriting commission, brokerage and selling commission)
Commission/processing fee for SCSBs and Sponsor Bank. 24.83 9.16 0.51
Brokerage and selling commission and bidding charges for
Members of the Syndicate, Registered Brokers, RTAs and
CDPs(1)(2)
Fees payable to the Registrar to the Offer 4.91 1.81 0.10
Others 130.84 48.28 2.67
(i) Listing fees, SEBI, BSE and NSE processing fees, book
building software fees and other regulatory expenses;
(ii) Printing and distribution of stationery;
(iii) Advertising and marketing expenses;
(iv) Fee payable to legal counsel; and
(v) Miscellaneous.
Total estimated Offer expenses 271.00 100.00 5.52
*
Offer expenses include goods and services tax, where applicable.
(1) Selling commission payable to the SCSBs on the portion for RIIs and Non-Institutional Investors, which are directly procured by
them would be as follows:

Portion for RIIs* 0.35% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Investors* 0.20% of the Amount Allotted (plus applicable taxes)*
*Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price

No processing/uploading charges shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly
procured by them.

The selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid book of BSE
or NSE.

SCSBs will be entitled to a processing fee for processing the ASBA Form procured by the members of the Syndicate (including their sub-
syndicate members), CRTAs or CDPs from Retail Individual Investors and Non-Institutional Investors (excluding UPI Bids) and submitted to
the SCSBs for blocking as follows:

Portion for RIIs* ₹10/- per valid ASBA Forms (plus applicable taxes)
Portion for Non-Institutional Investors* ₹10/- per valid ASBA Forms (plus applicable taxes)
*Based on valid ASBA Forms

Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-
Institutional Bidders with bids above ₹500,000 would be ₹10 plus applicable taxes, per valid application.

(2) Brokerage, selling commission and processing/ uploading charges on the portion for Retail Individual Investors and Non-
Institutional Investors (excluding UPI Bids) which are procured by the members of the Syndicate (including their sub-syndicate members),
CRTAs, CDPs or for using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are

145
members of Syndicate (including their sub-syndicate members) would be as follows:

Portion for RIIs* 0.35% of the Amount Allotted (plus applicable taxes)*
Portion for Non-Institutional Investors* 0.20% of the Amount Allotted (plus applicable taxes)*
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

Notwithstanding anything contained in (1) & (2) above the total uploading charges / processing fees payable under this clause will not
exceed ₹1.50 million (plus applicable taxes) and in case if the total processing fees exceeds ₹1.50 million (plus applicable taxes) then
processing fees will be paid on pro-rata basis.

The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined:

i. For RIIs and Non-Institutional Investors (up to ₹500,000) on the basis of the application form number / series, provided that the
application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application on the
application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to
the SCSB and not the Syndicate / Sub-Syndicate Member.

ii. For Non-Institutional Investors (Bids above ₹500,000) on the basis of the Syndicate ASBA Form bearing SM Code & Sub-Syndicate Code
of the application form submitted to SCSBs for Blocking of the Fund and uploading on the Exchanges platform by SCSBs. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by
an SCSB, the Selling Commission will be payable to the Syndicate / Sub Syndicate members and not the SCSB.

The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly by the respective
sub-syndicate member.

The selling commission payable to the CRTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book
of BSE or NSE.

(3) Uploading Charges:

i. Payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using 3-in-1 accounts, would
be ₹10 plus applicable taxes, per valid application bid by the Syndicate member (including their sub-Syndicate Members),

ii. Bid Uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Investors (excluding UPI Bids) which are
procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSB for blocking and
uploading would be ₹10 per valid application (plus applicable taxes)

Notwithstanding anything contained above the total processing fee payable under this clause 3 will not exceed ₹ 0.5 million (plus applicable
taxes) and in case if the total processing fees exceeds ₹ 0.5 million (plus applicable taxes) then processing fees will be paid on pro-rata basis.

The selling commission and bidding charges payable to Registered Brokers the RTAs and CDPs will be determined on the basis of the bidding
terminal id as captured in the Bid Book of BSE or NSE.

The Bidding/uploading charges payable to the Syndicate/Sub-Syndicate Members, RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the bid book of BSE or NSE.

Selling commission payable to the registered brokers on the portion for Retail Individual Investors and Non-Institutional Investors which are
directly procured by the Registered Brokers and submitted to SCSB for processing would be as follows: Portion for Retail Individual Investors
and Non-Institutional Investors: ₹10/- per valid ASBA Form (plus applicable taxes).

(4) Uploading charges/ Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as under:

Members of the Syndicate / RTAs / CDPs (uploading charges) ₹30 per valid application (plus applicable taxes)
ICICI Bank Limited ₹ NIL per valid Bid cum Application Form (applicable taxes)

The Sponsor Banks shall be responsible for making payments to the

third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other applicable laws
Kotak Mahindra Bank Limited ₹ NIL per UPI valid application plus applicable taxes.

The Sponsor Banks shall be responsible for making payments to the

third parties such as remitter bank, NPCI and such other parties as
required in connection with the performance of its duties under
applicable SEBI circulars, agreements and other applicable laws

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash
Escrow and Sponsor Bank Agreement.

The total uploading charges / processing fees payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers as listed under (4) will
be subject to a maximum cap of ₹10.00 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds
₹10.00 million, then the amount payable to Members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed
based on the number of valid applications such that the total uploading charges / processing fees payable does not exceed ₹10.00 million.

Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial

146
public offerings (opening on or after September 1, 2022) shall be processed only after application monies are blocked in the bank accounts
of investors (all categories). Accordingly, Syndicate / sub-Syndicate Member shall not be able to Bid the Application Form above ₹ 5 lakhs
and the same Bid cum Application Form need to be submitted to SCSB for blocking of the fund and uploading on the Stock Exchange bidding
platform. To identify bids submitted by Syndicate / sub-Syndicate Member to SCSB a special Bid-cum-application form with a heading /
watermark “Syndicate ASBA” may be used by Syndicate / sub-Syndicate Member along with SM code and broker code mentioned on the Bid-
cum Application Form to be eligible for brokerage on allotment. However, such special forms, if used for RIB and NIB bids up to ₹ 5 lakhs
will not be eligible for brokerage.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after
such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/570 dated June 2, 2021
read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the
SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 read with SEBI master
circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023.

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate
Agreement and Cash Escrow and Sponsor Bank Agreement.

Interim use of funds

Our management will have flexibility in deploying the Net Proceeds. Pending utilization for the purposes
described above, we undertake to temporarily invest the funds from the Net Proceeds only in interest bearing
accounts with the Scheduled commercial banks included in the second schedule of the Reserve Bank of India Act,
1934, as amended for the necessary duration. Such investments will be approved by our management from time
to time. Our Company confirms that, pending utilization of the Net Proceeds, it shall not use the funds for any
investment in any other equity or equity linked securities. Further, in accordance with Section 27 of the Companies
Act 2013, our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing
in securities of any other listed company or for any investment in the equity markets.

Bridge loan

Our Company has not raised any bridge loans from any bank or financial institution as of the date of this
Prospectus which are proposed to be repaid from the Net Proceeds.

Monitoring of Utilization of Funds

As the size of the Fresh Issue is less than ₹ 1,000 million, the appointment of a monitoring agency is not required
as per the SEBI ICDR Regulations.

Until such time as any part of the Net Proceeds remains unutilized, our Company will disclose the details of
utilization of the Net Proceeds under separate heads in our Company’s balance sheet clearly specifying the amount
of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the Net Proceeds
that have not been utilized so far, also indicating interim investments, if any, of such unutilized Net Proceeds.

Pursuant to the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and application of the Net Proceeds. The Audit Committee shall make recommendations to
our Board for necessary action, if deemed appropriate. Additionally, in accordance with Regulation 32(5) of the
SEBI Listing Regulations, our Company shall prepare, and place before the Audit Committee, an annual statement
of funds utilized for purposes other than that specified in this Prospectus, as certified by our Auditor, until such
time that the entire Net Proceeds have been utilized. Further, in accordance with Regulation 32(1) of the SEBI
Listing Regulations our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating
(a) deviations, if any, in the utilization of the Net Proceeds of the Fresh Issue stated in this Prospectus and (b)
details of category wise variation between the projected utilization of the Net Proceeds of the Fresh Issue as
disclosed in this Prospectus and the actual utilization of the Net Proceeds.

Variation in Objects of the Fresh Issue

In accordance with Sections 13(8) and 27 of the Companies Act 2013, our Company shall not vary the Objects of
the Fresh Issue without our Company being authorized to do so by the shareholders by way of a special resolution.
In addition, the notice issued to the shareholders in relation to the passing of such special resolution shall specify
the prescribed details and be published in accordance with the Companies Act 2013. Pursuant to the Companies
Act 2013, the Promoter or controlling shareholders will be required to provide an exit opportunity to the
shareholders who do not agree to such proposal to vary the Objects of the Fresh Issue, subject to the provisions
of the Companies Act and in accordance with such terms and conditions, including in respect of pricing of the

147
Equity Shares, in accordance with the Companies Act 2013 and provisions of Chapter VI A of the SEBI ICDR
Regulations.

Appraising entity

None of the Objects of the Fresh Issue for which the Net Proceeds will be utilized have been appraised by any
agency.

Other confirmations

There are no material existing or anticipated transactions in relation to the utilisation of the Net Proceeds with our
Promoter, members of our Promoter Group, Directors, Key Managerial Personnel, Senior Management and Group
Companies. No part of the Net Proceeds will be paid to our Promoter, Directors, our Subsidiaries, our Group
Companies, our Key Managerial Personnel or our Senior Management, except in the ordinary course of business.
Our Company has not entered into nor has planned to enter into any arrangement/ agreements with our Directors,
our Key Managerial Personnel and Senior Management, our Subsidiaries or our Group Companies in relation to
the utilisation of the Net Proceeds of the Offer.

148
 BASIS FOR OFFER PRICE

The Price Band and Offer Price has been determined by our Company and the Selling Shareholders, in
consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through
the Book Building Process and on the basis of qualitative and quantitative factors as described below. The face
value of the Equity Shares is ₹ 10 each and the Offer Price is 41.80 times the face value at the lower end of the
Price Band and 44.10 times the face value at the higher end of the Price Band.

Bidders should also refer to the sections titled “Other Financial Information”, “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and “Financial
Information” on pages 398, 31, 243, 406 and 320, respectively, to have an informed view before making an
investment decision.

Qualitative Factors

Some of the qualitative factors which formed the basis for computing the Offer Price are:

• Ability to drive technology and innovation through advanced research and development capabilities;
• Global engineering solution provider operating in large addressable markets and well positioned to benefit
from mega industrialisation trends;
• Vertically integrated operations, backed by strong manufacturing capabilities;
• Diversified product portfolio;
• Wide customer base; and
• Track record of successful integration of acquired businesses or entities across geographies.

For further details, see “Our Business – Strengths” on page 247.

Quantitative Factors

Some of the information presented below relating to our Company is based on or derived from the Restated
Consolidated Financial Information. For details, see “Financial Information” on page 320.

Some of the quantitative factors which formed the basis for calculating the Offer Price are as follows:

1. Basic and diluted earnings per share (“EPS”) at face value of ₹ 10 each:

Year ended Basic EPS (₹) Diluted EPS (₹) Weight

March 31, 2021 9.32 9.32 1
March 31, 2022 12.91 12.89 2
March 31, 2023 12.84 12.76 3
Weighted Average 12.28 12.23

Basic EPS = Net Profit after tax, as restated, attributable to equity shareholders
Weighted average number of equity shares outstanding during the year

Diluted EPS = Net Profit after tax, as restated, attributable to equity shareholders (adjusted^)
Weighted average number of diluted equity shares and potential equity shares outstanding during the year (adjusted^)

^ Adjusted for the effects of all dilutive potential ordinary shares

Weighted average = Aggregate of year-wise weighted EPS (i.e. EPS x Weight) divided by the aggregate of weights

Pursuant to the Shareholder’s Resolution passed at the Extra-ordinary General Meeting held on September 21, 2022 the Company
has issued bonus shares in the ratio of 1:1. Hence, for the purpose of calculation of Basic and Diluted Earnings per Share, the number
of equity shares outstanding at the end of the respective period/year have been considered after factoring in the aforementioned
bonus issue.

2. Price/Earning (“P/E”) ratio in relation to the Price Band of ₹ 418 to ₹ 441 per Equity Share:

Particulars P/E at the Floor Price P/E at the Cap Price

(no. of times) (no. of times)
Based on basic EPS for Financial Year 2023 32.55 34.35
Based on diluted EPS for Financial Year 2023 32.76 34.56

149
 Industry Peer Group P/E ratio

There are no comparable listed companies in India or globally that engage in a business similar to that of
our Company. Accordingly, it is not possible to provide an industry peer group P/E ratio in relation to our
Company.

3. Return on net worth (“RoNW”)

Year ended RONW (%)* Weight

March 31, 2021 11.61 1
March 31, 2022 13.82 2
March 31, 2023 11.67 3
Weighted Average 12.38
*
RoNW is calculated as Profit after tax attributable to the equity shareholders of the Company divided by the net worth (i.e. total
equity, excluding non-controlling interest) for that year.

4. Net asset value per Equity Share (face value of ₹ 10 each)

NAV (₹)
As at March 31, 2023 109.98
After the Offer
- At the Floor Price 125.09
- At the Cap Price 125.40
At Offer Price 125.40
Notes:
(1)
Net asset value per equity share is calculated as the Net Worth (i.e. total equity, excluding non-controlling interest) as at the
end of the year, as restated, divided by the weighted average numbers of equity share outstanding during the respective year.

5. Key financial and operational performance indicators (“KPIs”)

All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 24,
2023 and the Audit Committee has confirmed that verified details of all the KPIs pertaining to the Company
that have been disclosed to investors at any point of time during the three years period prior to the date of
filing of this Prospectus have been disclosed in this section. Further, the KPIs herein have been certified
by Shah & Mantri, Chartered Accountants, by their certificate dated August 9, 2023.

The Company’s chief operating decision makers (which includes Narendra Joharimal Goliya, Chairman
and Managing Director, Nitinkumar Sudhir Deshpande, Head – Marketing, Business Development and
Profit Centre Head, Vishal Prabhakar Kulkarni, Chief Financial Officer and Dineshkumar Musalekar,
Group CEO and members of the Board) monitor and review the operating results of our Company as a
single operating segment, based on similarity of activities/products, risk and reward structure, organisation
structure and internal reporting systems. However, based on the geographic distribution of activities, the
Company has identified Asia, USA, Europe (other than Poland), Poland and others as reportable
geographical segments. Key metrics such as the following are monitored by the chief operating decision
makers on a periodic basis for evaluating the overall performance of Company.
(In ₹ millions, unless otherwise mentioned)
Particulars For Fiscal 2023 For Fiscal 2022 For Fiscal 2021
% of India revenue (out of the total 32.91 30.94 31.24
group revenue)
% of Europe revenue (out of the 59.06 59.08 59.57
total group revenue)
% of HPDC sales (out of the total 37.76 36.06 38.94
group revenue)
a. % automotive revenue (out of 54.96 46.50 55.32
the HPDC revenue)
b. % non-automotive revenue 45.04 53.50 44.68
(out of the HPDC revenue)
CAPEX (group level) 158.30 223.55 317.99
Revenue from operations 5,695.40 4,702.50 3,899.56
EBITDA 863.16 826.32 700.21
EBITDA margin (%) 15.16 17.57 17.96

150
 Particulars For Fiscal 2023 For Fiscal 2022 For Fiscal 2021
Adjusted EBITDA 943.01 826.32 700.48
Adjusted EBITDA margin (%) 16.56 17.57 17.96
Profit/(loss) after tax 496.87 496.52 359.40
PAT margin (%) 8.57 10.35 8.93
Net cash generated from 275.08 132.82 529.34
operations
ROCE (%) 13.77 15.20 12.16
ROE (%) 12.39 14.58 12.01
Debt to equity ratio (times) 0.26 0.28 0.31

Subject to applicable law, the Company confirms that it shall continue to disclose all the key performance
indicators included in this “Basis for Offer Price” section, on a periodic basis, at least once in a year (or
for any lesser period as determined by the Board of our Company), for a duration that is at least the later
of (i) one year after the date of listing of the Equity Shares on the Stock Exchanges; or (ii) till the utilization
of the Net Proceeds as disclosed under “Objects of the Offer - Monitoring of Utilization of Funds” on
page 147.

Explanation for the key performance indicators

The following table provides the rationale for our key performance indicators that have a bearing on
arriving at the basis for Offer Price:

Sr. No. Key performance indicators Description and Rationale

1. % of India revenue (out of the total Percentage of revenue generated by our Company with respect to total revenue generated
group revenue) by our Company and its Subsidiaries over the globe
2. % of Europe revenue (out of the Percentage of revenue generated by Lumel SA and Lumel Alucast with respect to total
total group revenue) revenue generated by our Company and its Subsidiaries over the globe
3. % of HPDC sales (out of the total Percentage of revenue generated by Lumel Alucast (Aluminium HPDC sales) (“HPDC
group revenue) Sales”) with respect to total revenue generated by our Company and its Subsidiaries over
the globe
a. % automotive revenue (out of Percentage of revenue generated from HPDC Sales in the automotive sector/market with
the HPDC revenue) respect to total HPDC sales
b. % non-automotive revenue (out Percentage of revenue generated from HPDC Sales in the non-automotive sector/market
of the HPDC revenue) with respect to total HPDC Sales
4. CAPEX (group level) Capital expenditure includes funds utilized for enhancing the infrastructure, manufacturing
facilities, addition of the plant and machinery and research and development. This metric
indicates how much our Company invests in fixed assets to maintain or grow its business
5. Revenue from operations Revenue from operation considers the revenue generated out of the sales of products /
services under all five segments i.e. electrical automation, metering control and protection
devices, portable test and measurement instruments, solar string inverters and aluminium
high pressure die-casting
6. EBITDA Earnings before interest, tax, depreciation and amortization and is calculated as the
restated profit for the period or year plus tax expense, finance cost, depreciation and
amortization expenses and share of profit/(loss) in associate. EBITDA provides
information regarding operational profitability and efficiency of our Company
7. EBITDA margin (%) Percentage of earnings before interest, tax, depreciation and amortization and is
calculated as the restated profit for the period or year plus tax expense, finance cost,
depreciation and amortization expenses and share of profit/(loss) in associate. This
metric helps in benchmarking the operating profitability against the historical
performance of our Company
8. Adjusted EBITDA Adjusted earnings before interest, tax, depreciation and amortization and is calculated as
the restated profit for the period or year plus tax expense, finance cost, depreciation and
amortization expenses, share of profit/(loss) in associate and employee stock option
expense. This metric provides information regarding operational profitability and
efficiency of the Company adjusted for the employee stock option expenses
9. Adjusted EBITDA margin (%) Percentage of adjusted earnings before interest, tax, depreciation and amortization and
is calculated as the restated profit for the period or year plus tax expense, finance cost,
depreciation and amortization expenses, share of profit/(loss) in associate and employee
stock option expense. This metric helps in benchmarking the operating profitability
against Company’s own historical performance
10. Profit/(loss) after tax The amount that remains after a company has paid off all of its operating and non-
operating expenses, other liabilities and taxes. It provides information regarding the
profitability of our Company

151
11. PAT margin (%) Percentage of the amount that remains after a company has paid off all of its operating
and non-operating expenses, other liabilities and taxes. It provides information regarding
the profitability of our Company
12. Net cash generated from The amount of cash a company generates (or consumes) from carrying out its operating
operations activities. Operating activities include generating revenue, paying expenses, and funding
working capital. It is calculated by taking a company’s net income, adjusting for non-
cash items, and accounting for changes in working capital
13. ROCE (%) Return on capital employed is calculated using two components, i.e. earnings before
interest and tax and capital employed and is calculated by earnings before interest and
tax divided by total assets less current liabilities (capital employed). ROCE indicates
how effectively the Company generates profit against capital employed over a period of
time
14. ROE (%) Return on Equity is calculated on the basis of net profit after tax divided by shareholder’s
equity and is calculated by profit after tax divided by our net worth (share capital and
other equity). It indicates our Company’s ability to turn equity investments into profits
15. Debt to equity ratio (times) Ratio calculated by dividing the Company’s debts by Shareholders’ equity. This metric
is a measurement of the Company’s financial leverage

6. Comparison with listed industry peers

There are no comparable listed companies in India or globally that engage in a business similar to that of
our Company. Accordingly, it is not possible to provide an industry comparison in relation to our Company.

7. Weighted average cost of acquisition, floor price and cap price

a) The price per share of the Company based on the primary issuances and secondary sale/ acquisitions of
shares (equity/ convertible securities)

Except as set out below, the Company has not issued any Equity Shares or convertible securities, excluding
shares issued under ESOP and issuance of bonus shares, during the 18 months preceding the date of this
Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of
our Company (calculated based on the pre-Offer capital before such transaction(s) and excluding ESOP
granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days.

Date of No. of Face Issue/ Nature of allotment/ Nature of Total

allotment/ Equity value Transaction transaction consideration consideration
transaction Shares per price per
Equity Equity Share
Share (₹)
(₹)
Primary issuances
July 25, 7,010,278 10 89.56* Conversion of CCPS into Equity Shares 627,823,751*
2023
Total 7,010,278 627,823,751*
WACA 89.56*
The above details related to WACA have been certified by Shah & Mantri, Chartered Accountants by their certificate dated September 4,
2023.
*
3,606,110 CCPS were acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per CCPS. Pursuant to resolutions of the Board
dated July 24, 2023 and Shareholders dated July 25, 2023, the CCPS have been converted into 7,010,278 Equity Shares of ₹ 10 each. Hence,
for the purposes of the table above, the date of conversion of the CCPS into Equity Shares has been considered as the date of acquisition and
the original cost of acquiring the CCPS has been considered towards determining the acquisition price.

There have been no secondary transactions (where our Promoter or members of the Promoter Group or
Selling Shareholders or Shareholder(s) having the right to nominate Director(s) on our Board, are a party
to the transaction) (excluding gifts), during the 18 months preceding the date of this Prospectus, where
either acquisition or sale is equal to or more than 5% of the fully diluted paid up share capital of our
Company (calculated based on the pre-Offer capital before such transaction/s and excluding ESOPs
granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days.

b) Weighted average cost of acquisition

152
 Based on the above transactions, below are the details of the weighted average cost of acquisition, as
compared to the Floor Price and Cap Price:
Past transactions WACA (in ₹) Floor Price Cap Price
in ₹ 418 in ₹ 441

Weighted average cost of acquisition pursuant to primary 89.56** 4.67 times 4.92 times
issuances of shares (Equity Shares/ convertible securities) of
our Company (excluding shares issued under a bonus
issuance)

Weighted average cost of acquisition pursuant to secondary Not applicable^ Not Not
transactions of shares (Equity Shares/ convertible securities) applicable applicable
(where the Promoter, members of the Promoter Group, Selling
Shareholders and/or shareholders of the Company having the
right to nominate director(s) on the board of directors of the
Company, are a party to the transaction) (excluding gifts)

The above details related to WACA have been certified by Shah & Mantri, Chartered Accountants by their certificate dated September
4, 2023.
**
3,606,110 CCPS were acquired by SACEF on September 17, 2013 at a price of ₹ 174.10 per CCPS. Pursuant to resolutions of the
Board dated July 24, 2023 and Shareholders dated July 25, 2023, the CCPS have been converted into 7,010,278 Equity Shares of ₹
10 each. Hence, for the purposes of the table above, the date of conversion of the CCPS into Equity Shares has been considered as
the date of acquisition and the original cost of acquiring the CCPS has been considered towards determining the acquisition price.
^
There have been no secondary transactions (where the Promoter or members of the Promoter Group or Selling Shareholders or
Shareholder(s) having the right to nominate Director(s) on the Board, are a party to the transaction) (excluding gifts), during the 18
months preceding the date of this prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid
up share capital of the Company (calculated based on the pre-Offer capital before such transaction/s and excluding ESOPs granted
but not vested), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

c) Detailed explanation for Offer Price being 4.92 times of WACA of the primary issuances of Equity Shares
(as disclosed above) along with our Company’s KPIs and financial ratios for Fiscal 2023, 2022 and 2021
and in view of the external factors which may have influenced the pricing of the issue, if any.

• Our Company is a global leader in manufacturing and supply of analog panel meters, and we are among
the leading global companies in terms of manufacturing and supply of low voltage current transformers
(Source: F&S Report).
• Lumel is the most popular brand in Poland for meters, controllers, and recorders and Lumel Alucast is
one of the leading non-ferrous pressure casting players in Europe (Source: F&S Report).
• We are a vertically integrated player involved in designing, developing, manufacturing and supplying (a)
electrical automation devices; (b) metering, control and protection devices; (c) portable test and
measuring instruments; and (d) solar string inverters. In addition, we manufacture and supply aluminium
high pressure die casting through our Subsidiary, Lumel Alucast.
• We are a technology and R&D focussed enterprise concentrating on innovation of our products, processes
and applications to add value to our customers as well as the industry.
• We have a wide customer base and we are not dependent on any specific customer for our total revenue
from operations with our top 10 global customers accounting for only 31.92% of global sales revenue in
Fiscal 2023.
• We are diversified in terms of end users, serving industrials (FMCG, pharmaceutical, cement, steel,
railways), power (generation, transmission and distribution, renewable energy, oil and gas), OEM
industries (transformer, motor, cable and special machine manufacturers) and new applications (data
centre, laboratories, semiconductors, consumer electronics, and building automation).
• Globally we have served customers in over 100 countries in the last three financial years, i.e. Fiscals
2023, 2022 and 2021 through five sales and marketing offices and a strong global network of 339
authorized distributors/stockists as of May 31, 2023.

Bidders should read the above-mentioned information along with “Risk Factors”, “Our Business”,
“Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and “Financial
Information” on pages 31, 243, 406 and 320, respectively, to have a more informed view. The trading price of
the Equity Shares of our Company could decline due to the factors mentioned in “Risk Factors” on page 31 and
you may lose all or part of your investments.

153
 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

To,

The Board of Directors

Rishabh Instruments Limited
(formerly known as Rishabh Instruments Private Limited)
A-54, MIDC, Opposite MIDC Bus Depot
Andheri (East), Mumbai-400 093
Maharashtra, India

Dear Sir/Madam

Sub: Statement of possible special tax benefits available to Rishabh Instruments Limited (the “Company”),
its shareholders and the Material Subsidiaries (as defined hereinbelow) of Rishabh Instruments
Limited, under the direct and indirect tax laws, prepared in accordance with the requirements under
Schedule VI (Part A)(9)(L) of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (‘SEBI ICDR Regulations’).

1. We, M S K A & Associates (“the Firm”), Chartered Accountants, the statutory auditors of the Company
hereby confirm that the enclosed statement in the Annexure prepared and issued by the Company (the
“Statement”), which provides the possible special tax benefits available to the Company and its
shareholders under the direct tax and indirect tax laws presently in force in India, including the Income-tax
Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017,
the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017,
the Customs Act, 1962, the Customs Tariff Act, 1975, Foreign Trade Policy 2023, the Modified Special
Incentive Package Scheme (‘M-SIPS’), the Maharashtra Electronic Policy, 2016 and the Package Scheme
of Incentive Policy 2019, each as amended (collectively the “Indian Taxation Laws”) and the rules,
regulations, circulars and notifications issued in connection with the Indian Taxation Laws, each as amended
by the Finance Act, 2023 and as applicable to the assessment year 2024-25 relevant to the financial year
2023-24 and to the material subsidiaries of the Company, namely (i) Lumel Spółka Akcyjna and (ii) Lumel
Alucast Spółka z ograniczoną odpowiedzialnością (jointly referred to as “Material Subsidiaries”)
(identified as per the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended) under the taxation laws of Poland, as presently in force and
applicable to the assessment year 2024-25 relevant to the financial year 2023-24 (the “Polish Taxation
Laws” and collectively with the Indian Taxation Laws, the “Taxation Laws”). Several of these benefits are
dependent on the Company, and its shareholders, as the case may be, fulfilling the conditions prescribed
under the relevant provisions of the Indian Taxation Laws. Similarly, the benefits available to the Material
Subsidiaries are dependent on the relevant provisions of the Polish Taxation Laws and the Material
Subsidiaries adhering to such provisions. Hence, the ability of the Company, its shareholders, and/or
Material Subsidiaries to derive the possible special tax benefits is dependent upon their fulfilling such
conditions, if any, which are based on business imperatives the Company, its shareholders, and/or the
Material Subsidiaries face in the future. The Company, its shareholders and/or the Material Subsidiaries may
or may not choose to fulfil such conditions for availing special tax benefits.

2. With respect to the possible special tax benefits mentioned in the Statement in the case of the Material
Subsidiaries in Poland, the certified auditors (as set out in Appendix-I), who have conducted the audit of the
Material Subsidiaries in accordance with the International Standards on Auditing adopted by the National
Council of Certified Auditors as National Standards on Auditing, and in compliance with the Act on
Certified Auditors, Audit Firms and on Public Supervision (the Certified Auditors Act – 2019, Journal of
Laws, item 142 with subsequent amendments), have been engaged to identify the possible special tax
benefits available in Poland. We have placed reliance on the statement of possible special tax benefits issued
by such certified auditors of the Material Subsidiaries and our work relating to the statement of possible
special tax benefits available to the Material Subsidiaries in Poland is solely based on such statement of
possible special tax benefits issued by the aforementioned certified auditors of the Material Subsidiaries in
Poland.

3. This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI
ICDR Regulations. While the term ‘special tax benefits’ has not been defined under the SEBI ICDR
Regulations, it is assumed that with respect to special tax benefits available to the Company, its shareholders

154
 and the Material Subsidiaries, the same would include those benefits as enumerated in the Statement. Any
benefits under the Indian Taxation Laws other than those specified in the Statement are considered to be
general tax benefits available to the Company and its shareholders, and therefore not covered within the
ambit of the Statement. With respect to the benefits available to the Material Subsidiaries under the Polish
Taxation Laws, we have relied on the certificate on the statement of possible special tax benefits issued by
the certified auditors of the Material Subsidiaries. Further, any benefits available under any other laws within
or outside India, except for those specifically mentioned in the Statement, have not been examined and
covered by the Statement.

4. The benefits discussed in the enclosed Statement cover the possible special tax benefits available to the
Company, its shareholders, and the Material Subsidiaries and do not cover any general tax benefits available
to them.

5. The benefits stated in the enclosed Statement are not exhaustive and the preparation of the contents
stated is the responsibility of the Company’s management. We are informed that the Statement is only
intended to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the distinct nature of the tax consequences and the
changing tax laws, each investor is advised to consult their own tax consultant with respect to the speci fic
tax implications arising out of their participation in the proposed initial public offering of equity shares
of the Company (the “Offer”) and we shall in no way be liable or responsible to any shareholder or
subscriber for placing reliance upon the contents of the Statement. Also, any tax information included
in this written communication was not intended or written to be used, and it can not be used by the
Company or the investor, for the purpose of avoiding any penalties that may be imposed by any
regulatory, governmental taxing authority or agency.

6. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India
and the country in which the non-resident has fiscal domicile.

7. Our views are based on the existing provisions of law and their interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.
8. We do not express any opinion or provide any assurance on whether:
• The Company, its shareholders and/or the Material Subsidiaries will continue to obtain these benefits
in the future;
• The conditions prescribed for availing the benefits have been/would be met; and
• The revenue authorities/courts will concur with the views expressed herein.

9. The contents of the enclosed Statement are based on information, explanations and representations
obtained from the Company and on the basis of our understanding of the business activities and
operations of the Company and the Material Subsidiaries. We have relied upon the information and
documents of the Company being true, correct, and complete and have not audited or tested them. Our
view, under no circumstances, is to be considered as an audit opinion under any regulation or law. No
assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our
Firm or any of our partners or affiliates, shall not be responsible for any loss, penalties, surcharges,
interest or additional tax or any tax or non-tax, monetary or non-monetary, effects or liabilities
(consequential, indirect, punitive or incidental) before any authority / otherwise within or outside India
arising from the supply of incorrect or incomplete information of the Company.

10. This Statement is addressed to board of directors of the Company and has been issued at the specific request
of the Company. The enclosed Statement is intended solely for your information and for inclusion in the red
herring prospectus, prospectus and any other material in connection with the Offer, and is not to be used,
referred to or distributed for any other purpose without our prior written consent. Accordingly, we do not
accept or assume any liability or any duty of care for any other purpose or to any other person to whom this
certificate is shown or into whose hands it may come without our prior consent in writing. Any subsequent
amendment / modification to provisions of the applicable laws may have an impact on the views
contained in the Statement. While reasonable care has been taken in the preparation of this certificate,
we accept no responsibility for any errors or omissions therein or for any loss sustained by any person
who relies on it.

155
For M S K A & Associates
Chartered Accountants
ICAI Firm Registration Number:105047W

Jiger Saiya
Partner
Membership No: 116349

UDIN: 23116349BGZSJB6538
Place: Mumbai
Date: 8th, August 2023

156
 Annexure to the Statement of Possible Special Tax Benefits available to Rishabh Instruments Limited
(‘the Company’), its shareholders and its Material Subsidiaries

A. Company and its shareholders

Direct Taxation

Outlined below are the possible special tax benefits available to the Company and its shareholders under
the direct tax laws in force in India. This portion of the statement is as per the Income-tax Act, 1961 as amended
by the Finance Act, 2023 read with the relevant rules, circulars and notifications applicable for the Financial
Year 2023-24 relevant to the Assessment Year 2024-25, presently in force in India

1. Possible Special income-tax benefits available to the Company

(i) Section 115BAA of the Income-tax Act, 1961 (‘the Act’), as inserted vide The Taxation Laws
(Amendment) Act, 2019, provides that domestic company can opt for a corporate tax rate of 22% (plus
applicable surcharge and education cess) for the financial year 2019-20 onwards, provided the total
income of the company is computed without claiming certain specified incentives/deductions or set-off
of losses, depreciation etc. and claiming depreciation determined in the prescribed manner. In case a
company opts for section 115BAA, provisions of Minimum Alternate Tax (‘MAT’) would not be
applicable and unutilized MAT credit will not be available for set-off. The option needs to be exercised
on or before the due date of filing the tax return. Option once exercised, cannot be subsequently
withdrawn for the same or any other tax year. The Company may claim such beneficial tax rate in future
years subject to giving away any other income-tax benefits under the Act (other than the deduction
available under section 80JJAA and 80M of the Act) and fulfilling the then prevailing provisions under
the Act.

The Company has opted for the concessional tax regime as per the provisions of section 115BAA of the
Act for the AY 2022-23.

(ii) Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction under section
80JJAA of the Act, of an amount equal to 30% of additional employee cost (pertaining to specified
category of employees) incurred in the course of business in the financial year, for 3 assessment years
including the assessment year relevant to the financial year in which such employment is provided. Said
deduction shall be available subject to satisfaction of specified conditions.

(iii) As per the provisions of section 80M of the Act, dividend received by the Company from any other
domestic company or a foreign company shall be eligible for deduction while computing its total income
for the relevant year. The amount of such deduction would be restricted to the amount of dividend
distributed by the Company to its shareholders on or before one month prior to due date of filing of its
Income-tax return for the relevant year. Since the Company has investments in one Indian subsidiary and
in overseas subsidiaries, it may avail above-mentioned benefit under section 80M of the Act.

(iv) Section 35(1)(iv) of the Act provides for deduction of capital expenditure incurred for the purpose of
scientific research relating to its business. Subject to the prescribed conditions, the Company is entitled
to claim a deduction of eligible capital expenditure under section 35(1)(iv) of the Act.

2. Possible Special Income-tax Tax Benefits available to the Shareholders of the Company

Resident Shareholders

(i) There are no possible special income-tax benefits available to the shareholders of the Company for
investing in the shares of the Company. However, such shareholders shall be liable to concessional tax
rates on certain incomes (arising from sale of equity shares of the Company).

(ii) Section 112A of the Act provides for a concessional rate of tax with effect from April 1, 2019 (i.e. AY
2019-20). Any income, exceeding INR 1,00,000 arising from the transfer of a long-term capital asset (i.e.

157
 capital asset held for the period of 12 months or more) being an Equity Share in a company or a unit of
an equity-oriented fund wherein Securities Transaction Tax is paid on both acquisition and transfer,
income tax is charged at a rate of 10% without giving effect to indexation.

(iii) Section 111A of the Act provides for a concessional rate of tax @ 15% in respect of short-term capital
gains (provided the short-term capital gains exceed the basic threshold limit of income exemption, where
applicable) arising from the transfer of a short term capital asset (i.e., a capital asset held for the period
of less than 12 months) being an Equity Share in a company or wherein STT is paid on both acquisition
and transfer.

(iv) Separately, any dividend income received by shareholders would be subject to tax deduction at source
by the Company under section 194 of the Act @ 10%. However, in the case of individual shareholders,
this would apply only in case the dividend income exceeds INR 5,000. Further, dividend income is now
taxable in the hands of shareholders.

Non-Resident Shareholders

(i) In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any
benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India
and the country in which the non-resident shareholder has fiscal domicile.

(ii) Apart from the tax benefits available to each class of shareholders as such, there are no possible special
income tax benefits available to the shareholders under the provisions of the Act for investing in the
shares of the Company.

Indirect Taxation

Outlined below are the possible special tax benefits available to the Company and its shareholders under the
Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 and applicable
State Goods and Services Tax Act, 2017 (‘GST Acts’), The Customs Act, 1962 (‘Customs Act’), the Customs
Tariff Act, 1975 (‘Customs Tariff Act’), as amended by the Finance Act 2023, Foreign Trade Policy 2023 ,
Modified Special Incentive Package Scheme (‘M-SIPS’), Maharashtra Electronic Policy, 2016 and Package
Scheme of Incentive Policy 2019 including the relevant rules, regulations, notifications and circulars issued there
under, applicable for the Financial Year 2023-24, presently in force in India.
1. Possible Special indirect-tax benefits available to the Company

I. Possible Special Indirect Tax Benefits available under the GST Acts

(i) The Company exports goods without payment of GST under a Letter of Undertaking.

(ii) The said goods are also supplied by the Company in domestic market which attract GST at the
prescribed rates.

(iii) Apart from the above, no other possible special Indirect tax benefits by availed by the Company
under the GST Acts in India.

II. Possible Special indirect tax benefits available under Customs Act and Customs Tariff Act

(i) During the Financial Year 2023-24, the Company has claimed Basic Custom Duty and Social
Welfare Cess exemption amounting to INR 4,74,211 and INR 47,421 respectively with respect to
import of certain machineries under Sr. No. 57 of Exemption notification No 25/2002 -Customs, F.
No 334/1/2002-TRU, Dated 1 March 2002 for use in the manufacture of the specified finished
goods.

(ii) Apart from the above, no other possible special Indirect tax benefits are availed by the Company
under the Customs Act and Tariff Act.

158
 III. Possible Special indirect tax benefits available to the Company under Foreign Trade Policy 2023

(i) During the Financial Year 2023-24, the company is eligible to avail export benefits in the form of
duty credit scrips under the Remission of Duties and Taxes on Export Products (‘RODTEP’) scheme
which can be utilized to pay the customs duty for imported goods.

(ii) Apart from the above, no other possible special Indirect tax benefits are availed by the Company
under the Foreign Trade Policy.
IV. Possible special indirect tax benefits available under the M-SIPS

(i) During the Financial Year 2021-22, the company has received approval of projects under the M-
SIPS from Ministry of Electronics & Information Technology, New Delhi for expansion of existing
unit. Under this project, the company is expected to receive a financial incentive of 25% of eligible
capex amounting to INR 12,69,32,497 as per Notification No 175, dated 27 July 2012 as amended.
The incentive under the M-SIPS scheme will be available on the investment amounting to INR
250.77 crores to be incurred within a maximum period of 10 years from the date of
acknowledgement of the application i.e., 27 September 2016.

(ii) However, the company has not received any incentives under the M-SIPS scheme thus far.

V. Possible special indirect tax benefits available under the Maharashtra Electronic Policy, 2016 and
Package Scheme of Incentive Policy 2019

(i) During the financial year 2022-23, the company has received an offer letter from the Government of
Maharashtra. The letter confers the status of a "Mega project" and offers the incentives specified
under the Maharashtra Electronic Policy, 2016, and the Package Scheme of Incentive Policy 2019.
The offer is subject to compliance with the conditions outlined in the aforesaid schemes.

(ii) Under these schemes, the company is eligible to avail various incentives, including:
• Industrial Promotion Subsidy: The company can receive a subsidy equivalent to 100% of the
eligible investment made within a period of 5 years, starting from 1 April 2022 to 31 March
2027 or refund of 100% of the SGST payable within a period of 10 years, whichever is less.
• Exemption from electricity duty for a period of 10 years from the date of commencement of
commercial production.
• 100% waiver from payment of stamp duty.
• Refund of employer's contribution towards employees' state insurance and employees' provident
fund at 25% of fixed capital investment for a period of 5 years.
• Power Tariff subsidy at INR 1/- per unit for 5 years.
• 100% exemption from property tax for 10 years from the date of commencement of commercial
production.

(iii) However, the company has not received any incentives under the aforesaid schemes thus far.

2. Possible Special Indirect Tax Benefits available to the Shareholders of the Company

The shareholders of the Company are not required to discharge any GST on transaction in securities of the
Company. Securities are excluded from the definition of Goods as defined u/s 2(52) of the Central Goods
and Services Tax Act, 2017 as well from the definition of Services as defined u/s 2(102) of the Central Goods
and Services Tax Act, 2017. Accordingly, transactions in the security of the Company may not attract GST.
Apart from above, the shareholders of the Company are not eligible for any possible special tax benefits
under the provisions of the GST Acts, Customs Act, Customs Tariff Act, as amended by the Finance Act
2023, Foreign Trade Policy 2023, Modified Special Incentive Package Scheme (‘M-SIPS’), Maharashtra
Electronic Policy, 2016, and Package Scheme of Incentive Policy 2019 including the relevant rules,
notifications and circulars issued there under.

159
 Notes:

1. This Statement sets out only the possible special tax benefits available under the current provisions of
Indian Taxation Laws.

2. The above Statement of possible special tax benefits sets out the provisions of the Indian Taxation Laws
in a summary manner only and is not a complete analysis or listing of all the existing and potential tax
consequences of the purchase, ownership and disposal of equity shares of the Company.

3. The tax benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the Indian Taxation Laws. Hence, the ability of the Company or its
shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on the
business imperatives, the Company or its shareholders may or may not choose to fulfil.

4. The tax benefits discussed in the Statement are not exhaustive and are only intended to provide general
information to the investors and hence, are neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the Offer.

5. This part A of the statement (Company and its Shareholders) does not discuss any tax consequences in the
country outside India of an investment in the shares. The shareholders in the country outside India are
advised to consult their own advisors regarding possible Income tax consequences applicable to them.

6. The Statement is prepared on the basis of information available with the Management of the Company and
there is no assurance that:

i. the Company or its shareholders will continue to obtain these benefits in future;
ii. the conditions prescribed for availing the benefits have been/ would be met with; and
iii. the revenue authorities/courts will concur with the view expressed herein.

7. The above views are based on the existing provisions of Indian Taxation Laws and its interpretation, which
are subject to change from time to time. We do not assume responsibility to update the views consequent
to such changes.

B. Possible Special Tax Benefits to Lumel Spółka Akcyjna, Poland (“Lumel SA”).

Glossary

• the CIT Act - The act of 15 February 1992 on Corporate Income Tax
• Excise Tax Act - The act of 6 December 2008 on Excise Tax
• Duty/Customs Regulations - The act of 19 March 2004 on Customs Law
• VAT Act - The act of 11 March 2004 on Tax on Goods and Services
• Tax Code - The act of 29 July 1997 Tax Ordinance
• CIT - Corporate Income Tax
• VAT - Value Added Tax

1. Details of all the applicable income-tax rates to the corporates in Poland, and specifically the tax rates
applicable to Lumel Spółka Akcyjna

Brief description of CIT rates in Poland

Standard CIT rate in Poland is 19%.

However, the CIT rate of 9% can be applied for income other than capital gains if the taxpayer:

160
 • is a small taxpayer (i.e. taxpayer whose value of sales revenue – including the amount of VAT due – did
not exceed in the previous fiscal year, the amount corresponding to the equivalent of EUR 2 million,
expressed in PLN) or
• started its business activity, if the establishment of the company was not a result of transformation or
merger (in the first tax year).

The lower rate does not apply to tax capital groups and as a result of certain restructuring operations (mergers,
contribution of a going concern etc.).

The preferential rate – 5 % of the tax base – apply to income from qualified intellectual property rights
created, developed or improved by a taxpayer as part of his R&D activities, e.g.: the rights to an invention
(patents), additional protective rights for an invention, the rights for the utility model etc. The tax rate on the
qualified income obtained by a taxpayer from the intellectual property rights amount to 5 % of the tax base.
The tax base is calculated as the sum of income from qualified intellectual property rights in a given tax year.

Also in Polish tax regulations there is a ‘minimum income tax level’ for taxpayers holding substantial real
estate, which has initial value over PLN 10 million. The minimum threshold of PLN 10 million is applicable
to a whole portfolio of buildings possessed by a given taxpayer. ‘Minimum tax’ is payable monthly at
0.035% of excess of the initial value of the building over PLN 10 million (0.42% annually). Consequently,
tax will be due regardless of the level of actual income derived by the taxpayer. This minimum tax can be
set-off against CIT if CIT is higher.

Tax rates applicable to Lumel Spółka Akcyjna

The standard 19% CIT tax rate is applicable to Lumel Spółka Akcyjna in relation to its business
activities.

2. Details of any special income-tax incentives, benefits, and additional tax deductions, that Lumel
Spółka Akcyjna i) is entitled to claim; and ii) is claiming in its income-tax returns in Poland.

Relief from tax liabilities under Tax Code

The tax authority at the request of the taxpayer may, subject to the provisions of Article 67b of the Tax Code,
in cases justified by the important interest of the taxpayer or the public interest:

• defer the date of payment of the tax or

• spread the tax payment into instalments;

• postpone the date of payment of tax arrears with interest on arrears or interest;

• spread the payment of a tax arrear with default interest or interest into instalments;

• write off, in whole or in part, the tax arrears, interest on arrears or a prolongation fee.

Brief description of tax incentives, benefits and additional tax deduction in the CIT Act

Polish tax regulations provides for a number of CIT exemptions. For instance, investment funds, pension
funds, public service organisations, church organisations and special economic zone companies are exempt
from tax upon meeting appropriate requirements. Furthermore, CIT does not apply to agricultural business,
with the exception of income from special departments of agricultural production.

Tax reliefs in Poland:

1. R&D tax credit (according to art. 18d of the CIT Act relief allows for deduction of 200% of R&D costs
– firstly the costs are deducted as operating costs (100%), secondly they are deducted from the tax base
(revenue), also 100%.)) – art. 18d of the CIT Act.

161
2. Prototype tax relief (Deduction of 30% of costs incurred for the production or preparation of the
production of a new product. Can be deducted up to a total amount not exceeding 10% of income.) –
art. 18ea of the CIT Act.
3. Robotics tax relief (additional deduction of 50% of eligible investment costs from the tax base.) – art.
38eb of the CIT Act.
4. Relief for innovative employees (entities holding the R&D relief not deducted in an earlier year are
entitled to deduct it from the advance payments for income tax deducted monthly from the salaries of
selected employees. The condition is the participation of a given employee in R&D works for at least
50% of his working time in a given month.) – art. 18db of the CIT Act.
5. Venture capital relief (the investor has the right to deduct the investment costs from his income on entry
up to 50% of the investment amount. He will deduct this amount from his income, up to a maximum
of PLN 250,000.) – art. 18ec of the CIT Act.
6. Expansion relief (expenses for business expansion - developing business and finding new markets can
be deducted twice - once as tax deductible costs, and the second time as relief in the amount up to PLN
1 million.) – art. 18eb of the CIT Act.
7. IPO relief (inclusion in the tax account of 150% of expenses directly related to entering the stock
exchange (expenses on the preparation of the prospectus, notary, court, fiscal and stock exchange fees,
and expenses on the preparation and publication of announcements required by law. Deduction of an
additional 50% of expenses for advisory, legal and financial services directly related to the issue (max.
PLN 50,000 excluding VAT)) – art. 18ed of the CIT Act.

8. Consolidation relief (allow taxpayers obtaining revenue other than from capital gains to deduct
qualified expenditures for the acquisition of shares in companies from their CIT tax base, up to the
amount of the taxpayer’s income in a tax year other than capital gains. The deduction cannot exceed
PLN 250,000 in a tax year.) – art. 18ec of the CIT Act.

9. Sponsorship tax relief (that relief is available to entrepreneurs when they engage in CSR (Corporate
Social Responsibility) activities. the cost of CSR activities undertaken can be later deducted from the
tax base in the total amount of 150% of the costs incurred, in the following scheme a. 100% of the
amount allocated to the CSR initiative can be deducted as a tax-deductible cost, b. then 50% of the
amount allocated to the CSR initiative will be eligible for a sponsorship discount.) – art. 18ee of the
CIT Act.

Other tax deductions:

1. Donations for the purposes of public benefit and to volunteer activity organisations up to a total amount
not exceeding 10% of income (however, deductions may not be made for donations to: a. natural
persons or b. legal persons or organisational units having no legal personality who carry on economic
activity consisting in the production of electronic goods; fuel; tobacco; spirits, wines, beers, and other
alcohol beverages containing over 1.5% alcohol; products made of noble metals or containing such
metals; or incomes received from trading in such goods)

2. Donations for religious practice purposes can be deducted up to a total amount not exceeding 10% of
income.

3. Donations for vocational education provided by public vocational schools can be deducted up to a total
amount not exceeding 10% of income.

Possible Special Tax benefits applicable to Lumel Spółka Akcyjna

Lumel Spółka Akcyjna benefits only from Research & Development tax relief under art. 18d of
the CIT Act. Lumel Spółka Akcyjna deducts the following costs within this relief: employee
salary, materials and raw materials, depreciation charges on fixed assets and intangible assets.
Lumel Spółka Akcyjna does not benefit from other income deductions under the CIT Act.
Lumel Spółka Akcyjna does not carry out CIT-exempt activities in the special economic zone and
on the basis of decision on support.

162
 Lumel Spółka Akcyjna does not benefit from relief from repayment of tax liabilities.
Lumel Spółka Akcyjna is currently working on preparing data to take advantage of the prototype
tax relief (described briefly in the point 2 above).

3. Possible special tax implications with respect to dividends paid to shareholders.

According to art. 22.1. of the CIT Act dividend paid to foreign shareholders (stockholders) are taxed at a
rate of 19%.

However, two options are possible:

1. Full tax exemption on the basis of EU Directive 2011/96/EU (art. 22.4. of the CIT Act);
2. Application of tax exemption / reduced tax rate from a Double Tax Treaty.

For the application of both of the aforementioned options, specific conditions set forth in the CIT Act must
be met.

In addition, in the case of dividend payments above PLN 2 million, the pay&refund mechanism introduced
from 2022 will apply (for payments above PLN 2 million). In brief, that mechanism works in such a way
that on the excess over PLN 2 million, the Polish company, as the tax remitter, must collect tax without
applying an exemption or reduced tax rate.

Impact on Lumel Spółka Akcyjna

Lumel Spółka Akcyjna is obliged as a tax remitter to apply the above regulations (in case of dividend
payments).

4. Tax laws in relation to set off and carry forward of tax losses, along with its applicability to Lumel
Spółka Akcyjna, if any.

Brief description of Polish tax regulations

According to art. 7.5 of the CIT Act tax loss may be deducted from income deriving from the given source
of revenue during five subsequent tax years (loss carry-forward system). The deduction in a single year
cannot exceed 50% of the value of the loss.

Also, taxpayer may deduct from the tax base once over the next five consecutive tax years up to PLN 5
million of the loss incurred. Any loss above this limit may be deducted in the other years, but no more than
50% of the loss incurred in the year for which it was reported.

There is no possibility to carry back tax losses in Poland.

Impact on Lumel Spółka Akcyjna

Lumel Spółka Akcyjna did not settle the loss in its tax return for the previous tax year.

If Lumel Spółka Akcyjna settles a loss in subsequent tax years, the rules described above will apply.

5. Tax laws applicable to the shareholders of the Lumel Spółka Akcyjna (taxability of capital gains,
dividend income, etc.).

According to art. 22.1. of the CIT Act, capital gains (e.g. dividends) are taxed under a flat rate of 19%.

Lumel Spółka Akcyjna as a tax remitter may be obliged to withhold tax at the standard rate of 19% - in case
of dividend payments to a shareholder. If the appropriate conditions are met - an exemption from withholding
tax or a reduced tax rate from the relevant double tax treaty may apply.

163
 It should be emphasized that as of 1 January 2022, the pay&refund mechanism is effective in Poland. This
means that if, for example, the amount of dividends exceeds the amount of 2 million PLN in the Company's
tax year, the Company, as a tax remitter, is obliged to collect tax at the standard rate (19%) and cannot use
an exemption or reduced tax rate. To avoid using described pay&refund mechanism, there are two options:
• the opinion on the possibility of application of preferential tax treatment (art. 26b of the CIT Act), or
• WHT tax remitter’s statement (art. 26.7a. of the CIT Act).

6. Details of any special incentives, benefits or exemption that the Lumel Spółka Akcyjna i) is entitled to
claim; and ii) is claiming in their returns or otherwise in Poland from indirect tax law perspective (i.e.
VAT, Excise tax, Duty and Customs/Import Duty etc.).

VAT
Lumel Spółka Akcyjna resold (re-invoiced) VAT-exempt services, i.e. medical package services).

Lumel Spółka Akcyjna does not benefit from other VAT exemptions / reliefs under VAT Act (e.g. company
does not take advantage of the bad debt relief allowing to adjust VAT when a contractor does not pay an
invoice on time).

Excise tax
Lumel Spółka Akcyjna does not enjoy any exemptions provided by the Excise Tax Act.

Lumel Spółka Akcyjna does not benefit from any relief provided by the Excise Tax Act.

Duty and Customs / Import Duty

Lumel Spółka Akcyjna benefits only from customs exemption for electronics import.

Lumel Spółka Akcyjna does not benefit from any relief provided by the Duty/Customs Regulations.

7. Details of any special/reduced VAT rate applicable to goods and services supplied by Lumel Spółka
Akcyjna

Lumel Spółka Akcyjna uses the following reduced VAT rates in its business activity (other than regular
23%):

• 0% VAT rate - universal meters for measuring or checking voltage, current, resistance or power,
without a recording device.
• 0% VAT rate – sea transport of goods, intra-community delivery of goods, export of goods. (according
to the VAT Act in order to apply this rate, it is necessary to meet certain requirements and collect the
appropriate documentation.)
• 8% VAT rate - photovoltaics and solar power system.

C. Possible Special Tax Benefits to Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością, Poland
(“Lumel Alucast sp. z o.o.”)

1. Details of all the applicable income-tax rates to the corporates in Poland, and specifically the tax rates
applicable to Lumel Alucast spółka z ograniczoną odpowiedzialnością

Description of CIT rates in Poland

Standard CIT rate in Poland is 19%.

However, the CIT rate of 9% can be applied for income other than capital gains if the taxpayer:

• is a small taxpayer (i.e. taxpayer whose value of sales revenue – including the amount of VAT due –
did not exceed in the previous fiscal year, the amount corresponding to the equivalent of EUR 2 million,
expressed in PLN) or

164
 • started its business activity, if the establishment of the company was not a result of transformation or
merger (in the first tax year).

The lower rate does not apply to tax capital groups and as a result of certain restructuring operations (mergers,
contribution of a going concern etc.).
The preferential rate – 5 % of the tax base – apply to income from qualified intellectual property rights
created, developed or improved by a taxpayer as part of his R&D activities, e.g.: the rights to an invention
(patents), additional protective rights for an invention, the rights for the utility model etc. The tax rate on the
qualified income obtained by a taxpayer from the intellectual property rights amount to 5 % of the tax base.
The tax base is calculated as the sum of income from qualified intellectual property rights in a given tax year.

Also in Polish tax regulations there is a ‘minimum income tax level’ for taxpayers holding substantial real
estate, which has initial value over PLN 10 million. The minimum threshold of PLN 10 million is applicable
to a whole portfolio of buildings possessed by a given taxpayer. ‘Minimum tax’ is payable monthly at
0.035% of excess of the initial value of the building over PLN 10 million (0.42% annually). Consequently,
tax will be due regardless of the level of actual income derived by the taxpayer. This minimum tax can be
set-off against CIT if CIT is higher.

Tax rates applicable to Lumel Alucast spółka z ograniczoną odpowiedzialnością

The standard 19% CIT tax rate is applicable to Lumel Alucast sp. z o.o. in relation to its business
activities.

2. Details of any special income-tax incentives, benefits, and additional tax deductions, that Lumel
Alucast spółka z ograniczoną odpowiedzialnością i) is entitled to claim; and ii) is claiming in its income-
tax returns in Poland.

Relief from tax liabilities under Tax Code

The tax authority at the request of the taxpayer may, subject to the provisions of Article 67b of the Tax
Ordinance, in cases justified by the important interest of the taxpayer or the public interest:

• defer the date of payment of the tax or

• spread the tax payment into instalments;

• postpone the date of payment of tax arrears with interest on arrears or interest;

• spread the payment of a tax arrear with default interest or interest into instalments;

• write off, in whole or in part, the tax arrears, interest on arrears or a prolongation fee.

Brief description of tax incentives, benefits and additional tax deduction in the CIT Act

Polish tax regulations provides for a number of CIT exemptions. For instance, investment funds, pension
funds, public service organisations, church organisations and special economic zone companies are exempt
from tax upon meeting appropriate requirements. Furthermore, CIT does not apply to agricultural business,
with the exception of income from special departments of agricultural production.

Tax reliefs in Poland:

1. R&D tax credit (according to art. 18d of the CIT Act relief allows for deduction of 200% of R&D costs
– firstly the costs are deducted as operating costs (100%), secondly they are deducted from the tax base
(revenue), also 100%.)) – art. 18d of the CIT Act.

2. Prototype tax relief (Deduction of 30% of costs incurred for the production or preparation of the
production of a new product. Can be deducted up to a total amount not exceeding 10% of income.) – art.
18ea of the CIT Act.

165
3. Robotics tax relief (additional deduction of 50% of eligible investment costs from the tax base.) – art.
38eb of the CIT Act.

4. Relief for innovative employees (entities holding the R&D relief not deducted in an earlier year are
entitled to deduct it from the advance payments for income tax deducted monthly from the salaries of
selected employees. The condition is the participation of a given employee in R&D works for at least
50% of his working time in a given month.) – art. 18db of the CIT Act.

5. Venture capital relief (the investor has the right to deduct the investment costs from his income on entry
up to 50% of the investment amount. He will deduct this amount from his income, up to a maximum of
PLN 250,000.) – art. 18ec of the CIT Act.

6. Expansion relief (expenses for business expansion - developing business and finding new markets can
be deducted twice - once as tax deductible costs, and the second time as relief in the amount up to PLN
1 million.) – art. 18eb of the CIT Act.

7. IPO relief (inclusion in the tax account of 150% of expenses directly related to entering the stock
exchange (expenses on the preparation of the prospectus, notary, court, fiscal and stock exchange fees,
and expenses on the preparation and publication of announcements required by law. Deduction of an
additional 50% of expenses for advisory, legal and financial services directly related to the issue (max.
PLN 50,000 excluding VAT)) - art. 18ed of the CIT Act.

8. Consolidation relief (allow taxpayers obtaining revenue other than from capital gains to deduct qualified
expenditures for the acquisition of shares in companies from their CIT tax base, up to the amount of the
taxpayer’s income in a tax year other than capital gains. The deduction cannot exceed PLN 250,000 in a
tax year.) - art. 18ec of the CIT Act.

9. Sponsorship tax relief (that relief is available to entrepreneurs when they engage in CSR (Corporate
Social Responsibility) activities. the cost of CSR activities undertaken can be later deducted from the tax
base in the total amount of 150% of the costs incurred, in the following scheme a. 100% of the amount
allocated to the CSR initiative can be deducted as a tax-deductible cost, b. then 50% of the amount
allocated to the CSR initiative will be eligible for a sponsorship discount.) - art. 18ee of the CIT Act.

Other tax deductions:

1. Donations for the purposes of public benefit and to volunteer activity organisations up to a total amount
not exceeding 10% of income (however, deductions may not be made for donations to: a. natural
persons or b. legal persons or organisational units having no legal personality who carry on economic
activity consisting in the production of electronic goods; fuel; tobacco; spirits, wines, beers, and other
alcohol beverages containing over 1.5% alcohol; products made of noble metals or containing such
metals; or incomes received from trading in such goods)

2. Donations for religious practice purposes can be deducted up to a total amount not exceeding 10% of
income.

3. Donations for vocational education provided by public vocational schools can be deducted up to a total
amount not exceeding 10% of income.

Possible Special Tax benefits applicable to Lumel Alucast spółka z ograniczoną odpowiedzialnością

Lumel Alucast Spółka z Ograniczoną Odpowiedzialnością benefits only from Research &
Development tax relief under art. 18d of the CIT Act. The Company incurs the following types of costs
related to the relief: employee salary, depreciation charges on fixed assets and intangible assets.

Lumel Alucast Spółka z Ograniczoną Odpowiedzialnością does not benefit from other income
deductions under the CIT Act.

Lumel Alucast Spółka z Ograniczoną Odpowiedzialnością does not carry out CIT-exempt activities in

166
 the special economic zone and on the basis of decision on support.

Lumel Alucast Spółka z Ograniczoną Odpowiedzialnością does not benefit from relief from repayment
of tax liabilities.

Lumel Alucast Spółka z Ograniczoną Odpowiedzialnością is currently working on preparing data to

take advantage of the prototype tax relief (described briefly in the point 2 above).

3. Possible Special Tax implications with respect to dividends paid to shareholders.

According to art. 22.1. of the CIT Act dividend paid to foreign shareholders (stockholders) are taxed at a
rate of 19%.

However, two options are possible:

1. Full tax exemption on the basis of EU Directive 2011/96/EU (art. 22.4. of the CIT Act);
2. Application of tax exemption / reduced tax rate from a Double Tax Treaty.

For the application of both of the aforementioned options, specific conditions set forth in the CIT Act must
be met.

In addition, in the case of dividend payments above PLN 2 million, the pay&refund mechanism introduced
from 2022 will apply (for payments above PLN 2 million). In brief, that mechanism works in such a way
that on the excess over PLN 2 million, the Polish company, as the tax remitter, must collect tax without
applying an exemption or reduced tax rate.

Impact on Lumel Alucast spółka z ograniczoną odpowiedzialnością

Lumel Alucast spółka z ograniczoną odpowiedzialnością is obliged as a tax remitter to apply the above
regulations (in case of dividend payments).

4. Tax laws in relation to set off and carry forward of tax losses, along with its applicability to Lumel
Alucast spółka z ograniczoną odpowiedzialnością (if any).

Brief description of Polish tax regulations

According to art. 7.5 of the CIT Act tax loss may be deducted from income deriving from the given source
of revenue during five subsequent tax years (loss carry-forward system). The deduction in a single year
cannot exceed 50% of the value of the loss.

Also, taxpayer may deduct from the tax base once over the next five consecutive tax years up to PLN 5
million of the loss incurred. Any loss above this limit may be deducted in the other years, but no more than
50% of the loss incurred in the year for which it was reported.

There is no possibility to carry back tax losses in Poland.

Impact on Lumel Alucast spółka z ograniczoną odpowiedzialnością

Lumel Alucast spółka z ograniczoną odpowiedzialnością did not settle the loss in its tax return for the
previous tax year.

If Lumel Alucast spółka z ograniczoną odpowiedzialnością settles a loss in subsequent tax years, the
rules described above will apply.

5. Tax laws applicable to the shareholders of the Lumel Alucast spółka z ograniczoną odpowiedzialnością
(taxability of capital gains, dividend income, etc.).

According to art. 22.1. of the CIT Act, capital gains (e.g. dividends) are taxed under a flat rate of 19%.

Lumel Alucast spółka z ograniczoną odpowiedzialnością as a tax remitter may be obliged to withhold tax at

167
 the standard rate of 19% - in case of dividend payments to a shareholder. If the appropriate conditions are
met - an exemption from withholding tax or a reduced tax rate from the relevant double tax treaty may apply.
It should be emphasized that as of 1 January 2022, the pay&refund mechanism is effective in Poland. This
means that if, for example, the amount of dividends exceeds the amount of 2 million PLN in the Company's
tax year, the Company, as a tax remitter, is obliged to collect tax at the standard rate (19%) and cannot use
an exemption or reduced tax rate. To avoid using described pay&refund mechanism, there are two options:
• the opinion on the possibility of application of preferential tax treatment (art. 26b of the CIT Act), or
• WHT tax remitter’s statement (art. 26.7a. of the CIT Act).

6. Details of any special incentives, benefits or exemption that the Lumel Alucast spółka z ograniczoną
odpowiedzialnością i) is entitled to claim; and ii) is claiming in their returns or otherwise in Poland
from indirect tax law perspective (i.e. VAT, Excise tax, Duty and Customs/Import Duty etc.).

VAT
Lumel Alucast spółka z ograniczoną odpowiedzialnością does not benefit from any VAT exemptions.

Lumel Alucast spółka z ograniczoną odpowiedzialnością does not benefit from any relief provided by the
VAT Act.

Excise tax
Lumel Alucast spółka z ograniczoną odpowiedzialnością uses products exempt from excise tax (gas
products).

Lumel Alucast spółka z ograniczoną odpowiedzialnością does not benefit from any relief provided by the
Excise Tax Act in Poland.

Duty and Customs / Import Duty

Lumel Alucast spółka z ograniczoną odpowiedzialnością does not benefit from any Duty/Customs
exemption under Polish regulations.

Lumel Alucast spółka z ograniczoną odpowiedzialnością does not benefit from any relief provided by the
Duty/Customs regulations.

7. Details of any special/reduced VAT rate applicable to goods and services supplied by Lumel Alucast
spółka z ograniczoną odpowiedzialnością

Lumel Alucast spółka z ograniczoną odpowiedzialnością uses the following reduced VAT rates in its
business activity (other than regular 23%):
0% VAT rate –intra-community delivery of goods, export of goods (according to Polish VAT Act in order
to apply this rate, it is necessary to meet certain requirements and collect the appropriate documentation.)

For and on behalf of the Board of Directors of

Rishabh Instruments Limited

Vishal Kulkarni
Chief Financial Officer

Place: Nashik
Date: August 8, 2023

168
Appendix I

Certified auditors of the Material Subsidiaries of the Company

BDO spółka z ograniczoną odpowiedzialnością sp.k.

169
 SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, the information in this section is obtained or extracted from “Market Assessment of
Electrical Automation; Metering, Control and Protection Devices; Portable Test & Measurement Instruments;
Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India” dated July 19, 2023 (“F&S
Report”) prepared and released by Frost & Sullivan (India) Private Limited (“F&S”) and exclusively
commissioned by and paid for by us pursuant to an engagement letter dated May 19, 2022. A copy of the F&S
Report was made available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. The data included herein includes
excerpts from the F&S Report and may have been re-classified by us for the purposes of presentation. Industry
sources and publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends. Industry sources and publications may also base their information on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their
independent examination of, and should not place undue reliance on, or base their investment decision solely on,
this information. Financial information used herein is based solely on the audited financials of the Company and
other peers. The recipient should not construe any of the contents in this report as advice relating to business,
financial, legal, taxation or investment matters and are advised to consult their own business, financial, legal,
taxation, and other advisors concerning the transaction. See also, “Risk Factors –60. This Prospectus contains
information from an industry report which has been commissioned and paid for by us exclusively for the
purposes of the Offer and any reliance on such information for making an investment decision in the Offer is
subject to inherent risks” on page 72. Industry sources and publications generally state that the information
contained therein has been obtained from sources generally believed to be reliable, but that their accuracy,
completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured. Industry
sources and publications are also prepared based on information as of specific dates and may no longer be current
or reflect current trends.
F&S has prepared the F&S Report through extensive primary and secondary research, which involves discussing
the status of the industry with leading market participants and experts and compiling inputs from publicly
available sources, including official publications and research reports. The estimates provided by F&S and its
assumptions are based on varying levels of quantitative and qualitative analyses, including industry journals,
company reports and information in the public domain, however, financial information relating to our Company
presented in other sections of this Prospectus has been prepared in accordance with Ind AS and restated in
accordance with the SEBI ICDR Regulations. Accordingly, the financial information of our Company in this
section is not comparable with Ind AS financial information presented elsewhere in this Prospectus.

Overview of the Global Macro Economy

Global economic recovery following the COVID-19 pandemic has been hampered by the fallout of the Russo-
Ukrainian war, elevated inflation levels, tighter monetary conditions, and dampened consumer and business
sentiment.

The unprecedented rebound in economic activity globally in 2021 was supported by an influx of COVID-19
related economic stimulus and relief packages which led to a surge in consumer demand and improved investment
inflows. However, there was a significant pullback in momentum during 2022, largely due to the Russo-Ukrainian
war that exacerbated ongoing supply chain disruptions, and exponentially increased the prices of essential
commodities such as food and fuel, thus leading to a cost-of-living crisis across the world. While inflation has
moderated to some extent in 2023, restrictive credit conditions, sluggish Chinese economic recovery, and a
deceleration in economic growth in major developed countries will lead to a slowdown in the real global annual
growth rate in 2023.

Meanwhile, growth beyond 2023 is marginally lower compared with pre-COVID-19 pandemic figures, mainly
due to the economic issues that emerged in 2022. These issues have overall affected long-term growth prospects,
albeit with a marginal impact. GDP growth at constant prices is expected to stabilize around 3.1% from 2024 to
2028.

170
 Figure 1.1: GDP and Annual Growth Rate, Global, 2019-2028F

16.0
5.1%
128.5 135.0 14.0
13.5 122.4
110.8 116.4 12.0
96.3 100.2 105.6
10.0
87.3 84.9 8.0
5.3 6.0
4.9 5.1 5.1 5.0 5.0
4.1 4.0
1.5 2.0
-2.7 0.0
-2.0
-4.0
2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F
CAGR
GDP (USD Trillion) GDP Growth Rate at Current Prices (%) 2022 – 2028F

Source: International Monetary Fund (IMF), World Economic Outlook, April 2023; Frost & Sullivan
Note: E stands for estimate, F stands for forecast. GDP growth is calculated year-on-year. CAGR is calculated using current prices.

Figure 1.2: GDP by Region, (USD Trillion), 2019-2028F 5.1%

128.5 135.0 3.5%

116.4 122.4
110.8 7.9 8.2
100.2 105.6 7.6
84.9 96.3 7.1 7.3 6.6%
87.3 6.7 6.8 46.4 49.5
6.1 40.8 43.6
5.5 5.1 35.8 38.2
33.7 33.7
29.3 29.6 34.4
29.0 30.4 31.8 33.1 4.4%
26.2 26.5 27.7
24.1 23.1
28.3 30.4 33.4 35.3 36.5 37.9 39.5 41.1 42.9 4.3%
27.1

2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F CAGR
Americas EMEA* APAC** Others 2022 – 2028F

Source: IMF, World Economic Outlook, April 2023; Frost & Sullivan
Note: E stands for estimate, F stands for forecast. GDP is in USD trillion at current prices. GDP growth is calculated year-on-year. CAGR
is calculated using current prices.
Note: *EMEA includes 27 countries of the European Union (EU) along with the United Kingdom (UK), and the Middle East and Central
Asia, and Sub-Saharan Africa regions; **APAC includes 30 countries of emerging and developing Asia (including China and India), Japan,
Australia, South Korea, and Taiwan. Others include countries that are not accounted for in *EMEA, and **APAC.

The repercussions of the Russo-Ukrainian war were felt across countries and industries in 2022.

War-induced commodity price increases and supply chain disruptions negatively impacted food security and trade
of both developed nations such as the US and the EU as well as developing and under-developed nations in Asia,
Africa, and Latin America.

An expected normalization following the 2021 growth spurt, coupled with the war lowering consumer and
business optimism, leading to a costly humanitarian crisis, and decreasing the supply of essential commodities
such as wheat, corn, fertilizer, oil and gas, neon, and palladium, contributed to the significant contraction in global
economic growth in 2022. Nevertheless, the outlook for the global economy is improving, albeit at a slow pace,
as policymakers across countries focus on promoting competition, reviving investment, bolstering productivity,
alleviating supply chain bottlenecks, and transitioning to a more digital and green future. Emerging economies
will be at the forefront of this transformation, due to the availability of favorable economic, demographic, and
monetary conditions.

171
Economic Outlook by Region

Americas

The Americas, which includes North and South America, is the second-largest regional economy. Its GDP was
USD 33.4 trillion in 2022. The United States, the region’s largest economy, contributed USD 25.5 trillion. Latin
American countries’ combined GDP for 2022 was USD 5.8 trillion, and Canada’s was USD 2.1 trillion. The war
has negatively impacted the growth potential of Americas, with disruptions to global energy and food markets
squeezing supply and pushing up prices to unprecedented levels.

Figure 1.3: GDP (USD Trillion) and Annual Growth Rate, Americas, 2019- Americas:
2028F

32.3
31.1
4.3%

29.9
28.8
25.5

27.7
26.9
23.3

9.9 4.1%
21.4

21.1

12.1
5.7
3.6 3.8 4.1 4.2 4.3 5.5%
2.7
-4.4

7.9
7.5
7.2
6.9
6.6
6.3
5.8
5.2

5.1
4.4

3.3%

2.6
2.5
2.4
2.3
2.2
2.1

2.1
2.0
1.7

1.6

2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F CAGR
2022 – 2028F
US Latin America & Caribbean Canada GDP Growth Rate at Current Prices (%)

Source: IMF, World Economic Outlook, April 2023; Frost & Sullivan
Note: E stands for estimate, F stands for forecast. GDP is in USD trillion at current prices. GDP growth is calculated year-on-year. CAGR
is calculated using current prices.

United States

The US economy grew by 2.1% in 2022, a significant slowdown compared with the previous year’s growth rate
of 5.9%. This can mainly be attributed to persistently high inflation, rising Federal Reserve interest rates, and
battered financial markets due to the Russo-Ukrainian war.

Consumer confidence waned by a huge margin during 2022, amid increasing pessimism about the labor market,
slower annual wage growth, high prices of essential commodities such as food and gas and increasing borrowing
costs.

Moreover, the impact of the war was also seen on the business sector with the US Small Business Confidence
Index consistently falling during the year. A decrease in output as well as new orders amid high inflation and
reduced demand, worker shortages, and a deteriorating credit outlook dampened business conditions and led to a
depressed growth momentum for small and medium-sized businesses.

Meanwhile, in its fight against inflation, the US Federal Reserve increased its interest rate seven times in 2022 –
placing its benchmark rate in a range of 4.25% to 4.5%, its highest level in 15 years, at year-end.

While inflation has moderated, the US Federal Reserve has continued to hike its key interest rate in 2023, with
median expectations of a funds rate of 5.6% by the end of the year. This, coupled with dampened commercial and
industrial lending by banks, lower government spending due to the debt ceiling deal, and shrinking factory activity
will lead to a 1.6% real GDP growth in 2023. Meanwhile, the US, over the medium term, will get a boost from
the gradual recovery in real disposable income and stabilization in the country’s housing market.

Latin America and Caribbean

Latin America and Caribbean comprises of Mexico, Central and South American countries, and Caribbean
countries. Following the 6.8% contraction in 2020 amid the COVID-19 pandemic, the region’s economy posted
a robust rebound of 7.0% in 2021. However, momentum was impacted tremendously in 2022 following the

172
onslaught of the Russo-Ukrainian war, with the region’s economy recording just 4.0% GDP growth at constant
prices during the year.

There is high socio-economic and political instability within the Latin American region. Most of the Latin
American countries suffer from high income inequality, poor literacy rates, political volatility, and high poverty
levels. These issues have been exacerbated in the last few years due to the COVID-19 pandemic and more recently
due to the Russo-Ukrainian war. High inflation lowered disposable income levels of households, heightened
income inequality, and increased poverty levels.

Going into 2023, growth is expected to further slow to 1.6% within the region, amid weaker global economic
activity, slower labor market recovery, and tighter monetary conditions in the region. Moreover, most Latin
American countries are highly dependent on export trade. The region’s export potential will be hampered by
sluggish Chinese economic recovery. Latin American countries are also a key destination for large-scale Chinese
investments as part of the latter’s Belt and Road Initiative. An uneven Chinese economic recovery will dampen
investment inflows, thus hampering productivity across critical growth sectors such as infrastructure, transport,
energy, and mining across Latin America.

Europe, the Middle East and Central Asia, and Sub-Saharan Africa

Europe

EU GDP stood at USD 17.2 trillion in 2021 but declined to USD 16.6 trillion in 2022, mainly due to the Russo-
Ukrainian war.

Figure 1.4: GDP (USD Trillion) and Annual Growth Rate, EMEA, 2019-2028F EMEA:
15.0

21.1
20.6
4.4%
20.0
13.2
19.3
18.5
17.8
17.2

16.6

10.0
15.7

15.4

5.6%

4.6 4.4 4.9 4.6 4.2 5.0

3.9 4.0%
1.3
0.0 3.6%
-1.2 5.9
5.6
5.3

-4.2
5.1
4.8
4.8

4.7

4.2
4.0
4.0
3.8

3.8
3.6
3.4

3.4
3.2
3.1

3.1
3.1
2.9

2.9
2.7

2.6
2.4

-5.0
2.3
2.1
2.0

7.5%
1.9
1.8

1.7

-10.0
2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F CAGR
UK EU 2022 – 2028F
Middle East & Central Asia Sub-Saharan Africa

Source: IMF, World Economic Outlook, April 2023; Frost & Sullivan
Note: E stands for estimate, F stands for forecast; GDP is in USD trillion at current price; GDP growth is calculated year-on-year. CAGR is
calculated using current prices.
Note: EMEA numbers include 27 countries in the EU, Middle East (including Central Asia), and Sub-Saharan Africa

The EU and the UK have been the most affected due to the Russo-Ukrainian war, largely due to their geographical
proximity to it as well as due to their heavy dependence on Russian oil and gas to meet their energy needs. Since
the beginning of the war, the EU and UK have introduced unprecedented restrictive measures on economic
relations with Russia which have also impacted the region’s economic activity. Following a 3.7% growth in 2022,
the EU’s economy is expected to expand by a marginal 0.8% in 2023, with major European countries such as
Germany, France, and Italy facing wide-spread socio-economic and political instability.

The EU’s largest economy, Germany, entered a recession in the first quarter of 2023, amid high inflation, lower
investment inflows, pullback in domestic consumer spending, and lower labor productivity due to lack of skilled
workers. While gradually slowing inflation and strong wage growth will bring back some momentum later in the
year, sustained demand weakening, and poor credit conditions will continue to negatively impact the country’s
manufacturing activity in 2023.

The UK is also facing a weak growth outlook for 2023. The economy is expected to contract by 0.3% in real terms
over the year, as inflation eats into household incomes, coupled with a deteriorating housing market outlook, and
soaring interest rates.

173
Shocks from the Russo-Ukrainian war will continue to impact the European economy in 2023 and beyond. The
war has increased risk exposure for European capital flows, disrupted the region’s trade routes, blocked a critical
source of energy supplies, and led to a shortage in critical food products such as wheat, and corn. For Eastern
European countries, the costs of the war are in the form of a burgeoning humanitarian crisis which is exerting
pressure on local resources.

Middle East and Central Asia and Sub-Saharan Africa

Following pandemic-induced 2.7% contraction in 2020, Middle East and Central Asia’s economy grew sharply
by 5.3% in 2022, supported by a rebound in global oil demand, elevated crude oil prices, and an increase in foreign
investments within the region. The Middle East and Central Asia’s GDP will grow at a 3.6% CAGR from 2022
to 2028, on account of business and market-oriented reforms and development of the non-oil economy.

Sub-Saharan Africa’s GDP is expected to grow at a CAGR of 7.5% between 2022 and 2028 – one of the highest
in the world – due to greater importance being placed on infrastructural investments, improving literacy rates,
labor force development, and propagating the growth of technological innovation and digitalization. However,
this region suffers from social upheaval. Wide-spread corruption, food insecurity, poor healthcare services, and
the lack of strong political institutions are impacting the region’s economic growth potential.

Middle Eastern and Central Asian and Sub-Saharan African countries were relatively insulated from the negative
growth fallout of the Russo-Ukrainian war. While rising inflation heightened food insecurity, particularly within
the African continent, and the resultant global monetary tightening led to constrained investment flows, the
countries within these regions were largely shielded from the war, benefitting significantly from the rising oil
prices which led to greater revenue inflows and improved trade balances.

Meanwhile, 2023 growth momentum within the Middle East and Central Asia and Sub-Saharan Africa regions
will be sustained, amid robust growth in the non-oil sectors such as tourism, real estate, construction,
transportation, and manufacturing, and improving business climate and competitiveness.

Asia-Pacific

The region includes 30 countries of emerging and developing Asia (including China and India), Japan, Australia,
South Korea, and Taiwan. Its economy is poised to grow tremendously primarily because of the large and
favorable population demographics, increasing urbanization, and digitalization initiatives. The APAC economy
grew by 3.8% in 2022, despite the prevalence of the Russo-Ukrainian war, and the region is projected to grow by
4.4% in 2023, amid sound economic fundamentals such as rising disposable income, an expanding working-age
population, and fiscal soundness. However, a slower-than-expected Chinese economic recovery can cause some
spillover effects through trade and investment pullback.

Meanwhile, the war lead to new headwinds for the APAC region. Due to the region’s high reliance on crude oil
imports, increased oil prices led to higher import bills which negatively impacted the region’s trade balances.
Elevated food and fuel prices lowered consumer confidence. The war also dealt a blow to the region’s poverty
alleviation efforts, thus lowering living standards.

Figure 1.5: GDP (USD Trillion) and Annual Growth Rate, APAC, 2019-2028F APAC:
15.0 6.6%
14.0
39.0
36.4

7.5%
33.9
31.5

10.0
29.3
27.1
25.3

4.1%
24.5

6.2 6.8 6.8 6.7 6.5 6.7

20.8
20.6

0.7 5.0
4.0%
2.9
-0.1
0.0 4.5%
5.3
5.1
5.0

5.0

4.9
4.7
4.5
4.4
4.2
5.1

2.1
2.0

2.0
1.9

1.9
1.9

1.9
1.8

1.8

1.8
1.7

1.7
1.7

1.7
1.7
1.7

1.6

1.6
1.4

1.4

1.0
1.0
0.9
0.9
0.8
0.8
0.8

0.8
0.7
0.6

-5.0 2.8%
2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F
Emerging and Developing Asia South Korea
CAGR
Japan Taiwan 2022 – 2028F
Australia GDP Growth Rate at Current Prices (%)

174
Source: IMF, World Economic Outlook, April 2023; Frost & Sullivan
Note: E stands for estimate, F stands for forecast; GDP is in USD trillion at current price; GDP growth is calculated year-on-year. CAGR
is calculated using current prices.
Note: APAC numbers represented above includes 30 countries in Emerging and Developing Asia (including China and India), Japan, Taiwan,
South Korea, and Australia.

Going ahead, the projected 2022-2028 GDP CAGR of 6.6% will be primarily driven by emerging and developing
economies including China, India, and Southeast Asia (Thailand, Vietnam, Indonesia, Malaysia, Cambodia, and
the Philippines). On the other hand, advanced economies of Asia including Australia, New Zealand, Japan,
Taiwan, South Korea, & Singapore are anticipated to grow between 2.5% and 3.5% in the next 5 years.

India

Following a 5.8% contraction in 2020, due to the COVID-19 pandemic, the Indian economy rebounded sharply
by 9.1% in 2021, followed by 6.8% growth in 2022. The Indian economy is expected to grow by ~5.9% in 2023.
These GDP numbers are in tangent with the country’s long-term economic growth prospects, which will be
supported by a resilient consumer base, strong government investments, cross-industry infrastructural projects,
last-mile digitalization initiatives, and growing importance being placed on technological innovation.

India is largely considered as a bright spot in the current global economic scenario. One of the contributors to the
economic strength is the country’s manufacturing sector. Aided by resilient domestic demand, government
incentives, a progressive tax structure, and the availability of skilled labor will contribute to the growth of this
sector over the medium-term.

Digitalization is another growth driver for India’s economy. Greater adoption of 5G services, increasing internet
and smartphone penetration, availability of digital infrastructure facilities, and growing digital literacy is
improving the scope of the country’s digital economy and leading to the growth of emerging sectors such as
FinTech, EduTech, AgriTech, and MedTech. Digitalization will also accelerate the growth of India’s cashless
economy, which will help streamline financial services through better efficiency and productivity.

Figure 1.6: GDP and Annual Growth Rate, India, 2019-2028F

6.0 5.6 20.0
17.9 5.2 8.7%
4.8
5.0 10.3 4.4 15.0
4.1
4.0 3.7 10.0
3.4 8.7 8.4
3.2 8.2 8.1 8.2
2.8 5.9
3.0 4.9 2.7 7.5 6.8 6.3 6.0 6.0 5.0
9.1 6.2 6.1
2.0 3.9 0.0
-5.8
1.0 -5.0
-5.8 CAGR
0.0 -10.0
2022 – 2028F
2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F
GDP (USD Trillion) GDP Growth Rate at Current Prices (%) GDP Growth Rate at Constant Prices (%)

Source: IMF, World Economic Outlook, April 2023; Frost & Sullivan.
Note: E stands for estimate, F stands for forecast; GDP is in USD trillion at current price; GDP growth is calculated year-on-year. CAGR is
calculated using current prices.

India has also stepped up its efforts to lower emissions and use more renewable energy. India aims to achieve 500
GW of non-fossil fuel capacity by 2030, with the goal to achieve net-zero greenhouse gas emissions by 2070. Out
of the 500 GW, 300 GW is planned to come from solar sources with rooftop solar contributing about 40 GW. To
achieve these targets, the Ministry of Renewable Energy launched several schemes and introduced policy
measures such as renewable purchase obligations (RPOs) with mandates on increasing renewable sources’
contribution to power distribution. The solar string inverters market is expected to grow from USD 778.14 million
in 2022 to USD 1290.6 million in 2027 at a 10.6% CAGR.

The Indian automotive industry will join forces on sustainability initiatives. Automakers are creating separate
electric vehicle (EV) business units to be prepared for higher demand. India will increase charging infrastructure

175
and introduce more safety regulations and standards. Frost & Sullivan estimates that electric 4-wheeler sales will
increase at a CAGR of 75.5% from 2019 to 2025, and electric 2-wheeler sales at a CAGR of 87.3% in the same
period.

India also faced some near-term repercussions of the Russo-Ukrainian war. The immediate impact on India was
rising inflation caused by higher petrol and diesel prices. Given that India imports about 80% of its oil, the increase
in oil prices had an adverse effect on the entire economy. To tackle the issue, India has worked on various trade
policies such as a rupee-ruble payment system for Russian oil and gas and adapting to digital currency to facilitate
trade payments.
Sustained private consumption, particularly urban consumption, along with a sound external position and stable
domestic financing base will contribute towards the growth of the Indian economy over 2023 and 2024.

CHAPTER 2 – OVERVIEW OF SEGMENTS

Figure 2.1: Rishabh Instruments’ Product Segments

Industrial Panel Devices (IPD) are mainly used in different type of panels like PCC, MCC, Automation Panel,
Power Factor Correction panel, Distribution Panel etc. to measure and control the standard signals like Electrical
signals, Electro-mechanical signals, Digital and Analog type of signals, Process Signals etc., and protect the
overall system. The various types of measured signals can be monitored via different devices like Analog/Digital
Panel Meters, Multi-Function Meters, Current Transformers, Power Factor Controllers, Transmitters,
Temperature Controllers etc. and the system protection can be ensured by devices like Protection relays. The main
function of IPDs is to measure, record, analyze different type of signals and to protect and control the complete
electrical system or processes. IPDs provide system transparency and integration, and remote system monitoring
and control along with necessary protection to maintain the overall safety of the installation and operating
personnel. IPD is categorized into two product segments.

a) Electrical Automation – A complex electrical network requires complete integration of various signals
to build an intelligent system and to automate the overall operation. This integration and automation
work is done by system integrators. The main function of system integrators is to collect the various
types of signals from the multiple devices like Transmitters, Temperature Controllers, Electrical
Transducers, integrate them, and automate the whole system. The electrical automation products are used
by these system integrators mainly for collection of signals. The panels built by these system integrators
are called “Automation panels.” The Electrical Automation Market caters to a wide variety of customer
segments like Processing industry (Cement, Chemicals), FMCG, Power utilities (Generation,
Transmission, Distribution) etc.

b) Metering, Control and Protection Devices – The Metering, Control and Protection Devices, such as
Analog/Digital Panel Meters, Multi-Function Meters, Current Transformers, APFC relays, Protection
relays etc. are used in centralized system to measure, control, record, analyze, and protect the electrical
system. The centralized system comprises of PCC (Power Control Centre), MCC (Motor Control Centre)
and APFC (Automatic Power Factor Control Centre) etc. The system mainly monitors the Electrical
Power Distribution Network, Performance of electrical Motors and Power Factor Correction in the
electrical network and provides necessary protections. These types of panels are mainly used in Power
utilities (Generation, Transmission, Distribution), Railways, OEMs (Transformer, Motor, Cables, etc.),

176
 Processing industries, Manufacturing Industries, Pharmaceuticals Industries, DG Set Manufacturer etc.
The Metering, Control and Protection Devices are mainly mounted on the front side of the panel or inside
the panel to provide the necessary functionality.

Portable Test & Measurement Instruments (TMI) are used to measure the electrical parameters of wide-
ranging industrial, utility, and consumer products. These instruments are used to test and measure the various
electrical parameters, e.g., voltage, current, power, etc. onsite. Portable Test & Measurement Instruments largely
include Hand-held as well as portable instruments such as Digital Multimeter, Clamp Meters, Insulation Testers,
Earth Testers, Portable Power quality analyzers, etc. These instruments are basically used for maintenance and
repairs by end users. They cater to a wide variety of customer segments like Power utilities (Generation,
Transmission, Distribution), Railways, OEMs (Transformer, Motor, Cables, etc.) Defense, Processing industry,
Service industries, Electrical Procurement and Constructions (EPCs), Electrical contractors, etc.

Solar string inverters refer to the inverters connected in string formation with each row of a solar panel equipped
with an inverter box that connects to the main grid. Inverters are classified into micro inverters, string inverters,
and central inverters. Micro inverters are typically limited to 300W-500W each and are suitable for only small
installations of 1kW-2kW size. Central inverters are used for 105 MW scale ground mount PV projects but are
now getting replaced by string inverters 175kW-255kW ratings because string inverters are easy to use, easy to
service, and flexible in installing near to the PV array. String inverters can be used for residential and medium-
sized commercial solar PV installations. It is smaller in size than central inverters. This market is dependent on
the adoption of renewable energy across the globe.

Aluminium High-Pressure Die-Casting is the process of creating aluminium alloy-based products by forcing
the molten metal into a die casted mold cavity. Aluminium Die Casting is usually done with a cold chamber under
high-pressure as aluminium alloys have lower melting point. High Pressure Aluminium Die Casting is particularly
employed for high volume manufacturing for automotive components. The high pressure die casting tooling (or
die casting mold) is generally made of hardened steel to withstand high pressure and temperature. The die usually
consists of two halves with negative geometry of the part to create the form factor. This segment mainly caters
Automotive, Automation, Heating & Cooling, Lighting and Oil & Pumps industries.

OVERVIEW OF INDUSTRIAL PANEL DEVICES (IPD)

Value Chain Analysis of Industrial Panel Devices/Portable Test & Measurement Instruments

Figure 3.1: Value Chain of the Industrial Panel Devices/Portable Test & Measurement Instruments

The key players in the Industrial Panel Devices/Portable Test & Measurement Instruments industry value chain
are:

• Raw material and component supplier: IPD/Portable T&M companies procure raw materials and components
required for manufacturing the equipment. Components such as chip sets, cables, and other electronic
components can be procured from local sources or imported.

• Equipment Suppliers (Outsourced Equipment manufacturers): ESDM companies like Sanmina and Jabil
support the design and manufacturing of components.

177
• Original equipment manufacturers: IPD/Portable T&M companies design and manufacture the equipment.
Some outsourcing occurs. IPD/Portable T&M OEMs either directly sell to end users or sell through indirect
sales channels consisting of integrators and distributors.

• Integrators and distributors: System integrators add more value and functionality for specific customer
requirements. Distributors procure equipment from OEMs to provide last-mile sales to end users.

• Service providers: Examples include companies that provide Asset Management, Data analytics, Consulting,
calibration and repair service, and financial solutions

In some product segments such as Electrical automation components; Metering, Control and Protection Devices;
and Solar string inverters, Service providers may directly procure from OEMs for bulk requirements. In such a
case, the OEMs supply to service providers in addition to integrators and distributors. Online and eCommerce
sales are also emerging as a new form of distribution.

Electrical Automation

Overview

Note: As part of this study, the scope of Electrical Automation includes Sensors and Transmitters, Field
Instruments, Human-Machine Interface, Temperature controllers, Chart Recorders, Electrical Transducers, and
I/O Converters.

A complex electrical network requires complete integration of various signals to build an intelligent system and
to automate the overall operation. This work is done by various system integrators whose main function is to
collect the various types of signals from the multiple devices like Transmitters, Temperature Controllers,
Electrical Transducers, integrate them, and automate the whole system. Rishabh Instruments supplies the products
that are used in automating processes.

The market for electrical automation components is very mature globally. Electrical automation components are
used to continuously monitor, analyze, and take control of real-time field equipment such as motors, pumps, and
other manufacturing equipment. Digitization and Industry 4.0 initiatives are pushing every industry to transform
their operations to become more efficient and flexible, thus positively affecting the electrical automation
components market. The global electrical automation industry has experienced steady growth over the last 4 years.
The global electrical automation market was valued at USD 147.5 billion in 2022 and is expected to grow at
CAGR of 7.8% to reach USD 215.1 billion by 2027. India is forecasted to grow the fastest, driven by industrial
end users.

The Indian market for industrial panel devices and electrical automation consists of end users from large,
established automotive and food and beverage manufacturers and process industries such as oil and gas and steel
mills. The rise of automation has been steady in the Indian market. Hence the demand for electrical automation
components such as sensors, transmitters, field instruments, and Human-machine interfaces has been steadily
growing as manufacturers embrace automation to deliver products of global quality. The concept of the Industrial
Internet of Things is widespread in India and manufacturers are aware of the gains of digitization, accelerating
growth for the Indian electrical automation market. Rishabh, with its products such as I/O converters, IoT enable
Transmitters, Dataloggers, FTP & HTTP inbuilt webserver-based Chart Recorders, is well positioned to capitalise
on this growth trend.

Overview of Global Electrical Automation Market

The global electrical automation market was valued at USD 147.5 billion in 2022 and is expected to grow at
CAGR of 7.8% to reach USD 215.1 billion by 2027. Asia-Pacific is the fastest growing region and is expected to
become the largest by 2027. The market push is expected to come from new building automation facilities,
greenfield factories, and digitization initiatives in brownfield factories.

178
 Figure 3.2: Electrical Automation Market Size and Growth Estimates, (USD 7.8%
Billion), Global, 2018-2027F
250.0 10.0%
8.3% 215.1
8.9%
7.9% 8.0%
200.0 7.3% 7.3% 197.4
7.2% 6.8%
5.1% 6.0% 182.3
6.0%
169.0
157.5
Revenue (USD Billion)

150.0 136.4 132.3 139.1 147.5

127.1 4.0%

CAGR
2.0%
(2022-2027)
100.0

0.0%
50.0
-2.0%
-3.0%
0.0 -4.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

250.00
Figure 3.3: Electrical Automation Market Size and Growth Estimates by Region,
(USD Billion), 2018-2027F
215.1
9.80
200.00 197.4
9%
8.87
182.3
169 8.08
67.18
157.5 7.41
147.5 6.84 61.40 8.2%
150.00
136.4 132.3 139.1 6.37 56.46
127.1 5.98 52.08
5.90
5.75
Revenue (USD Billion)

5.54 48.36
45.20
41.65 42.57
40.40
100.00 38.81 75.10
68.71
63.51 7.6%
59.04
55.37
52.17
48.56 47.10 49.52
45.25
50.00

58.36 62.68
46.95 50.42 54.26 7.4%
37.49 40.24 39.03 41.03 43.79

0.00
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F
CAGR
Americas EMEA APAC w/o India India (2022-2027)

179
 Figure 3.4: Electrical Automation Market Size and Growth Estimates by End
User, Global, (USD Billion), 2018-2027F

215.1
197.4
182.3
169

Revenue (USD Billion)

147.5 157.5
127.1 136.4 132.3 139.1

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 9.38 10.06 9.77 10.26 10.86 11.60 12.43 13.40 14.49 15.7 7.6%
Pharma., FMCG 26.74 28.68 27.82 29.23 31.36 33.80 36.51 39.58 42.79 46.4 8.1%
O&G, PetroChem., S&C 24.98 26.79 25.99 27.32 29.00 30.87 32.94 35.22 37.76 40.6 7.0%
Comm., CE,Semicon,BA 29.21 31.34 30.40 31.95 33.61 35.56 37.95 40.93 44.49 48.8 7.7%
Auto,Transp.&Def. 21.43 22.99 22.30 23.44 24.86 26.57 28.44 30.66 33.18 36.2 7.8%
Others 15.37 16.48 15.99 16.80 17.84 19.13 20.69 22.51 24.62 27.16 8.8%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement |
Power Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals |
Comm.: Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: Building Automation | Auto, Transp. & Def.:
Automotive, Transportation & Defense. | Food & beverages is included in FMCG

Regional Overview

The Americas was the third-largest market in 2022 with a 29.7% share. Electrical Automation market in the
Americas is projected to grow from USD 43.79 billion in 2022 to USD 62.68 billion in 2027 at a CAGR of 7.4%.
With the Russo-Ukrainian war following trade sanctions, crude oil and natural gas prices have gone up. With
demand picking up post COVID-19, and high gas prices, North America, is sensing an opportunity in the energy
field. European countries are turning to the US as an alternative supplier of Oil and Gas. This is expected to boost
its domestic production of crude oil and Natural Gas. The region is seeing a shift from product- to service-based
business models in process industries. Hybrid industry revenue is expected to increase, driven by the adoption of
remote monitoring solutions, directly driving the demand for electrical automation products. Investments in smart
factories in North America will boost market growth during the forecast period. The automotive industry will
primarily drive the Americas market, with increasing investments in automation technologies.

EMEA, with a 35.4% market share, is the largest regional market. The market is estimated to grow from USD
52.17 billion in 2022 to USD 75.10 billion in 2027 at a CAGR of 7.6%. The region is at the forefront of industrial
technology with Industry 4.0 initiatives. To tackle a lack of manpower, industries are turning to automation and
digitization, which drives the demand for electrical automation components. Electrical automation in Building
automation and data centers is fast growing, with CAGR of 7.8%.

APAC (without India) is the second-largest market, with a 30.6% share in 2022. Electrical Automation market in
APAC w/o India is estimated to grow from USD 45.20 billion in 2022 to USD 67.18 billion in 2027 at a CAGR
of 8.2% (the second-largest growth rate of any region). Volatile geo-politics have resulted in US imposing multiple
sanctions on China, affecting Chinese semi-conductor market which relies heavily on technology from the US.
Hence, its GDP growth is expected to be between 5.1% and 5.7% in 2023 instead of the predicted value of 5.5%
to 6.3%. Despite these factors, medium to high growth during the forecast period will be enabled by robust
domestic demand from F&B and Pulp & paper. The region will gain a significant share in the digital
manufacturing market, with steady growth from the automotive and power generation industries.

180
 Total Addressable Market (TAM) for the Electrical Automation Market
Total Market Estimated Comments
TAM as % of
Region Size, 2022 (USD TAM, 2022
Total Market*
Billion) (USD Billion)
The Global TAM is expected to be driven by
Global 147.5 52.36 35.5% organizational investments in sustainable,
smart assets, facilities, and factories.
Steady investments in sustainable factory
setups will increase demand for temperature
Americas 43.79 15.5 35.4%
controllers, chart recorders, and electrical
transducers in Americas.
A serious shortage of labor in EMEA is forcing
companies to turn to automation and
EMEA 52.17 18.21 34.9%
digitization, increasing demand for TAM
products.
Data centers and building automation are fast-
APAC growing end-user segments that are expected to
45.20 16.36 36.2%
excluding India increase demand for transducers, temperature
controllers, chart recorders, and I/O converters.
Automotive and transportation, food, and
beverage, FMCG, chemicals, and textiles are
India 6.4 2.27 35.5% major end users for Electrical Automation
products like temperature controllers,
recorders, transducer and I/O converters
*Note: Total market includes Sensors and Transmitters, Field Instruments, Human-Machine Interface, Temperature controllers, Chart
Recorders, Electrical Transducers, I/O Converters. TAM calculated for the following products: Temperature controllers, Chart Recorders,
Electrical Transducers, I/O Converters

Overview of Indian Electrical Automation Market

The Indian Electrical Automation market was valued at USD 6367.8 million in 2022 and is forecasted to grow at
a CAGR of 9% to reach USD 9802.6 million by 2027. The market experienced a slowdown in 2020 due to the
COVID-19 pandemic, but it has bounced back strongly and showcases a strong and positive outlook. China’s
weakening economic projections and ongoing trade wars will create opportunities for India to develop its cutting-
edge technologies. By attracting investments from companies looking to diversify their manufacturing and supply
chains away from China, India has more room to negotiate favorable trade agreements with other countries and
strengthen its global influence.

With Indian Prime Minister’s visit to the US in June 2023, both the countries are set to take a major step towards
semi-conductors, defense and emerging technology (such as AI, 5G, 6G) supply chain market. This would
promote semi-conductor manufacturing in India.

Figure 3.8: Electrical Automation Market Size and Growth Estimates, India,
12000.0 (USD Million), 2018-2027F 12.0%
10.5%
9.8% 10.0%
10000.0 9.0% 9802.6
8867.7
8.3% 8075.4 8.0%
9%
7.4%
8000.0 6.5% 6.6% 7407.0
6.8% 6839.0 6.0%
Revenue (USD Million)

6367.8
5902.8 5748.5 5975.6
6000.0 5544.7 4.0%
4.0%
2.0%
4000.0
0.0%
2000.0
-2.0%
-2.6%
0.0 -4.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
(2022-2027)

In India, Automotive and transportation, food and beverage, FMCG, chemicals, and textiles are major end users.
Steel, semiconductor, and defense growth is less due to muted economic situation across the globe. Building
automation and data centers are the emerging end-user segments. The push for localized manufacturing,

181
development of IT infrastructure, and home automation systems can be seen as driving factors for electrical
automation components.

Figure 3.9: Electrical Automation Market Size and Growth Estimates by End User, India,
(USD Million), 2018-2027F

9802.6

Revenue (USD Million)

8075.4 8867.7
5544.7 7407
5902.8 6367.8 6839
5748.5 5975.6

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 754.1 802.8 781.8 812.7 867.1 931.2 1006.5 1095.4 1197.4 1313.2 8.7%
Pharma., FMCG 1452.7 1546.5 1506.1 1565.6 1671.6 1799.4 1956.3 2138.7 2353.8 2613.5 9.3%
O&G, PetroChem., S&C 926.0 985.8 960.0 997.9 1053.7 1120.5 1205.7 1303.4 1420.6 1559.3 8.2%
Comm., CE,Semicon,BA 643.2 684.7 666.8 693.2 738.4 795.1 860.1 937.1 1030.7 1143.6 9.1%
Auto,Transp.&Def. 887.2 944.5 919.8 956.1 1019.5 1097.2 1193.1 1310.4 1450.6 1614.5 9.6%
Others 881.6 938.6 914.0 950.1 1017.5 1095.6 1185.3 1290.4 1414.6 1558.5 8.9%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement |
Power Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals |
Comm.: Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: Building Automation | Auto, Transp. & Def.:
Automotive, Transportation & Defense. | Food & beverages is included in FMCG

Total Addressable Market (TAM) for the Indian Electrical Automation Market
Total Market, 2022, Estimated TAM, 2022, TAM as % of Total Product subcategories considered for
(Mn USD) (Mn USD) Market* TAM
Temperature controllers, Chart Recorders,
6367.8 2260.6 35.5%
Electrical Transducers, I/O Converters
*Note: Total market includes Sensors and Transmitters, Field Instruments, Human-Machine Interface, Temperature controllers, Chart
Recorders, Electrical Transducers, I/O Converters.

Competitive Landscape of Electrical Automation

Key Industry Players (Global and India)

Yokogawa, Chino, Omron, Phoenix, Masibus, Honeywell, Allen Bradley, Gefran, Waree, Baumer, Radix, Siemens, ABB,
Schneider Electric, Selec, Delta, Emerson, Multispan & Rishabh

Electrical automation, Market share assessment,

2022, Global
Siemens, 10.8%
ABB, 5.1%
Emerson, 4.8%
Schneider Electric, 3.8%
Honeywell, 3.0%

Yokogawa, 1.4%

Others, 69.2% Omron, 1.1%

Chino, 0.8%

Note: Total Market Size = USD 147.5 Billion, 2022

182
Globally, the electrical automation component market has been dominated by international players like Siemens,
ABB, Emerson, and others. The top 5 players occupy 27.5% of the global market share, followed by a long tail
of regional and small players. The top companies have retained their market positioning by developing a strong
product portfolio based on digitization. For example, Yokogawa with its Digital YEWFLO Sizing program
provides customers easy means to product sizing and configuration, offering them the ability to generate flow-
related calculations quickly and with high accuracy. Schneider Electric is integrating edge compute capabilities
into its I/O modules as a part of its Ecostruxure portfolio. All the market leaders have infused digitization into
their electrical automation products to provide added value to the customer and maintain market positioning. They
also have a global presence and strong brand equity in this product segment that makes competition difficult.

Electrical automation, Market share assessment, 2022,

India

Siemens, 12.5%

Emerson, 11.6%

Others, 48.6%

Schneider Electric, 10.2%

ABB, 8.9%
Delta, 0.04%
Selec, 0.06% Honeywell, 8.0%

Masibus, 0.07%

Note: Total Market Size: USD 6367.8 MN, 2022

In India, the market is dominated by international players. The top 5 companies occupy approximately 50%
market share. Local players compete with global brands on price points and customer service and are emerging
competition. Industrial end users prefer a single vendor for all their needs, so international players have an
advantage because of their wide product portfolio in this segment. Local players form a major part of others
(48.8%) and in large part supply SMEs that make up the country’s manufacturing base in India. Rishabh
Instruments is the number one player in electrical transducers in India and holds ~37% of market share and it
holds 0.07% market share in the electrical automation segment. (w.r.t the TAM).

Technology Trends

Trend Description
Sensors are being developed with inbuilt communication modules that can connect
Direct-to-cloud connectivity in
to the internet via gateway devices to automatically transfer data for remote
sensors
monitoring.
In order to simplify interface design and integration of HMI to controllers, low code
Natural language processing and and natural language processing is being used. Low code makes it extremely easy
low-code user interfaces in HMI for operators to integrate HMI with controllers using a drag-and-drop interface.
products Natural language processing allows users to interact with HMI using verbal
language, improving operational efficiency.
I/O modules are being developed with LPWAN technology, making them
Wireless I/Os and converters offer
completely wireless and long lasting. These modules are particularly useful for
better access to IoT capabilities
transmitting data across a large factory area or remote sites.

183
Drivers & Restraints

Global Driver 1: Rising adoption of Industrial Internet of Things solutions

The electrical automation market had depended on CAPEX investments, but a shift to TOTEX (CAPEX + OPEX)
is likely to encourage the adoption of Industrial Internet of Things (IIoT) solutions and increase the demand for
electrical automation. With the rise of IIoT and as-a-service models, the investment focus is shifting to OPEX and
TOTEX, which allows projects to progress without the burden of high CAPEX investments—an important factor
especially for small and medium-sized companies. Products such as Sensors and Transmitters, HMI, Temperature
controllers, Chart Recorders, and I/O Converters are expected to witness increased demand.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

Global Driver 2: Rising integration of OT-IT shop floor data to business and enterprise systems because
of COVID-19

The pandemic accelerated digitization initiatives around the world. The potential business benefits of the
integration of operational and enterprise/business data steer the focus to customers adopting digital solutions to
bridge the divide and streamline integration. The integration process involves the procurement and commissioning
of new and updated electrical automation components that enable data collection and transfer to the higher-level
systems. While digital solutions seem to be more software-oriented, the realization of such integrations is inclined
toward meticulously developed automation solutions that include robust hardware equipment such as sensors,
transmitters and Chart Recorders, and I/O Converters.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

India Driver 1: Make in India campaign

The Indian government has announced a string of policies focusing on the development of key industrial verticals.
India has set up an Electronic Development Fund with a total target corpus of INR 150 Crores to foster R&D and
innovation in technology sectors like electronics, IT, and Nanoelectronics. To position India as a global hub for
Electronics System Design & Manufacturing, the government has proposed three schemes: Production Linked
Incentive Scheme (PLI), Scheme for Promotion of Manufacturing of Electronic Components and Semiconductors
(SPECS), and Modified Electronics Manufacturing Clusters Scheme (EMC 2.0). While large firms can tap into
domestic production incentives to drive export growth, local MSMEs stand to gain from backward linkages from
manufacturing growth. The logistics and connectivity push has created public-private partnerships across
commercial infrastructure, transport & logistics, and manufacturing. These initiatives will result in new
manufacturing facilities with state-of-the-art automation technologies, driving the demand for electrical
automation components.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

India Driver 2: Initiatives to lower factory costs

Manufacturers are looking for ways to lower operational and maintenance expenses and create more cost-effective
solutions to embrace wide-scale digital transformation activities and initiatives. Brownfield projects such as plant
modernization and upgrades with real-time monitoring and predictive maintenance capabilities, particularly in
process industries, are set to increase demand for electrical automation equipment (the estimated CAGR for this
market between 2022 and 2027 in India is 8.7%). OEMs are gradually moving toward as-a-service models that

184
decrease CAPEX. After the COVID-19 outbreak, the requirement for electrical automation has expanded to enable
the remote monitoring of plant facilities.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

Global Restraint 1: Lack of a clear digitization roadmap

Whether to invest in digital is a 2-way equation for solution providers and customers. Companies are clear that
the pivot to digitization is inevitable, but how much to invest, where to focus, whether it will be profitable, and
what business models to pursue are questions that slow the scale of investments.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

Global Restraint 2: Unclear ROI from digital technologies

Organizations are hesitant to invest in digital technologies such as edge analytics because they cannot define clear
return on investment parameters and make a large resource commitment.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

India Restraint 1: Higher initial investment

Small and medium enterprises suffer a lot when the investment requirements form a major chunk of their CAPEX
investments. A higher initial investment cost and limited visibility into ROI impede investment. Additionally,
cutting down CAPEX budgets due to economic uncertainties further delays investment in the short term.
Companies like Rishabh Instruments have already incurred the CAPEX and hence are ahead of the curve.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Electrical Automation

Metering, Control and Protection Devices

Overview

Note: As part of this study, the scope of Metering, Control and Protection Devices include Current Transformers,
Electrical measuring & recording instruments like Analog Panel Meter, Digital Panel Meter, Multifunctional
Instruments (multifunctional measurements like current, voltage, power factor, frequency…etc.), Selector &
Rotary Switches, Power factor controllers, Power supplies & Battery Chargers and LV protection Relays, Shunt,
Synchronizing unit, Genset Controller

The Metering, Control and Protection Devices, such as Analog/Digital Panel Meters, Multi-Function Meters,
Current Transformers, APFC relays, Protection relays etc. are used in centralized system to measure, control,
record, analyze and protect the electrical system. The centralized system comprises of PCC (Power Control
Centre), MCC (Motor Control Centre) and APFC (Automatic Power Factor Control Centre) etc. The system
mainly monitors the Electrical Power Distribution Network, Performance of electrical Motors and Power Factor
Correction in the electrical network and provides necessary protections

185
 Panel instruments are used not only in the electrical switch boards which are used for distribution of electricity,
but also for industrial applications such as multiload monitoring, cloud and connectivity, and energy monitoring
systems

The Metering, Control and Protection Devices market is well established globally. The components are used in
applications such as electrical distribution, industrial panels, and process control, and their end users include
residential buildings, commercial buildings, industrial buildings, and other industries such as Railways, Defense,
Steel & Cement, Oil & Gas, and Utilities. The COVID-19 pandemic caused a slowdown in multiple industries in
2020 and most of 2021, notably delaying construction activities and new investments in retrofits of building
systems. The market is expected to improve when economic investments gain momentum. The global Metering,
Control and Protection Devices market is estimated at USD 34.08 billion in 2022 is expected to witness a 4.8%
CAGR to reach USD 43.04 billion by 2027. Resumption of infrastructure development is expected to push
adoption from commercial and utility applications across the globe.

The Indian Metering, Control and Protection Devices market witnessed growth mainly due to increased demand
from the utility sector. The market is dominated by MNCs having domestic manufacturing facilities; imports,
mainly those from China and South Korea, are less prevalent. Product availability influences panel builders’ brand
selection, resulting in a strong distribution network across growth markets. Global companies Schneider, Satec,
and Janizta, and homegrown companies Rishabh Instruments, Elmeasure, and Selec are among the leading players
in this segment. Product innovation that improves reliability and user safety during maintenance, and reduced
installation time are the key differentiating factors in the market. Rishabh Instruments has products with Ingress
Safety feature, UL 94V-0 flame proof housing meters, meters with plug and play connection and
modular/upgradable features.

Overview of Global Metering, Control and Protection Devices Market

Global Metering, Control and Protection Devices market was estimated at USD 34.08 billion in 2022 and is
expected to witness a 4.8% CAGR to reach USD 43.04 billion by 2027. The market is expected to gain momentum
post COVID-19 as construction and facility development activities resume.

Figure 3.13: Metering, Control and Protection Devices Market Size and Growth
Estimate, Global, (USD Billion), 2018-2027F 4.8%
50.00 8.0%
43.04
45.00 40.57
34.63 38.48 6.1% 6.0%
33.14 5.4%
40.00 35.25 36.71 4.8%
4.5% 34.08 4.1% 4.0%
35.00 4.2% 32.40 33.04 3.4%
3.1%
2.0% 2.0%
Revenue (USD Billion)

30.00
25.00 0.0%
20.00 -2.0%
15.00
-4.0%
10.00
CAGR
-6.0%
5.00 -6.4% (2022-2027)
0.00 -8.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

With an enhanced focus on Distributed Energy Resources, new Metering, Control and Protection Devices will be
required to support changes in buildings’ power systems. However, the market faces challenges resulting from
end users’ preference for lower-priced and substandard devices. It may be necessary to create awareness about
device standards and safety among end users.

186
 Figure 3.14: Metering, Control and Protection Devices Market Size and
Growth Estimates by Region, (USD Billion), 2018-2027F 43.04
50.00 40.57 5.5%
38.48
45.00 36.71
34.63 35.25
33.14 34.08 0.86 3.9%
40.00 32.40 33.04 0.81
0.76
0.72
35.00 0.66 0.69 14.24
0.63 0.64 0.66 13.56
0.62 12.99
30.00 12.50
Revenue (USD Billion)

12.83 11.74 12.09

12.13 11.21 11.45 5%
25.00

20.00
18.12
16.07 17.00
15.00 14.66 15.29
13.25 13.74 13.52 13.69 14.17

10.00
5.5%
5.00 8.20 8.66 9.21 9.83
7.13 7.40 7.05 7.26 7.52 7.81
0.00
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F
CAGR
Americas EMEA APAC w/o India India (2022-2027)

Figure 3.15: Metering, Control and Protection Devices Market Size and Growth
Estimates by End User, Global, (USD Billion), 2018-2027F

43.04
40.57
34.63 38.48
33.14
32.40 33.04 34.08 35.25 36.71
Revenue i(USD Billion)

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 6.64 6.93 6.47 6.58 6.83 7.09 7.42 7.82 8.26 8.80 5.2%
O&G, PetroChem., S&C, Pharma., FMCG 6.00 6.27 5.87 6.0 6.03 6.11 6.22 6.38 6.58 6.8 2.5%
Resid. & Comm 10.1 10.5 9.8 10.0 10.4 10.9 11.4 12.1 12.8 13.7 5.6%
Comm., CE,Semicon,BA 3.5 3.6 3.4 3.5 3.5 3.6 3.7 3.9 4.0 4.2 3.5%
Auto,Transp.&Def. 3.77 3.95 3.69 3.8 3.94 4.09 4.28 4.50 4.77 5.1 5.3%
Others 3.2 3.3 3.1 3.2 3.3 3.5 3.7 3.9 4.1 4.4 5.8%

Others includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement | Power
Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals | Comm.:
Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: data cent | Auto, Transp. & Def.: Automotive,
Transportation & Defense. | Food & beverages is included in FMCG

Regional Overview

In 2022, the Americas was the third-largest market with a 22% market share. Growth in the established region is
expected to largely come from replacement and retrofit activities. The region is expected to grow from USD 7.52
billion in 2022 to USD 9.83 billion in 2027 at a CAGR of 5.5%. The US government announced a $1.30 trillion
recovery plan in 2021, and hence the Metering, Control and Protection Devices market is likely to experience
positive effect in the short to medium term. Latin America’s demand for Metering, Control and Protection Devices

187
is attributed to its pipeline of infrastructure projects including construction of transportation systems and hubs.
Building construction, especially residential buildings, also contributes to the demand.

EMEA remains a key region for Metering, Control and Protection Devices despite its relative maturity. The region
is expected to have 5% CAGR during the forecast period, mainly because of construction activities of industries
and commercial centers in the Middle East. The pandemic masked Brexit’s impact on the market in 2020. The
market stood at USD 14.17 billion in 2022 for a 41.6% share of the global market share. The market size is
expected to reach USD 18.12 billion in 2027 growing at a CAGR of 5% from 2022 to 2027. Europe is a mature
market with moderate growth rates due to a slowdown in infrastructure projects. Both Europe and Middle Eastern
automotive industry witnessed a supply crunch of automobiles in 2022 due to global semiconductor shortage.

APAC excluding India is the second-largest market and is expected to grow at a 3.9% CAGR. Most construction
projects were halted in 2020 but resumed in 2021. This is expected to benefit all value chain participants including
Metering, Control and Protection Device manufacturers. In 2022, market was USD 11.74 billion, which was
34.4% of the global market. The market size is expected to reach USD 14.24 billion in 2027, growing at a CAGR
of 3.9%. Despite having the smallest CAGR among the regions, it will remain a large market. Due to the secondary
trade sanctions imposed by the US, the Chinese consumer electronics and semiconductor industry witnessed a
growth lag through 2022 and 2023. Though it is predicted that China will take efforts around self-reliance in the
future. The Chinese government still hold strongly to their vision of smart city development. This will drive the
demand for Metering, Control and Protection Devices in this region. For China, Japan, and South Korea, 2021
was largely a recovery year.

Total Addressable Market (TAM) for the Metering, Control and Protection Devices Market
Total Market Size, Estimated TAM, TAM as % of Comments
Region
2022 (USD Bn) 2022 (USD Bn) Total Market*
The TAM is driven by the development
of smart grids, EV charging stations,
34.08
Global 7.09 20.8% new data centers, and smart buildings
that are focused on efficient energy
management.
Smart grid practices for better power
7.52 management and more electric vehicle
Americas 1.83 24.3%
charging stations will drive demand for
all TAM products in the Americas.
Investments in construction of utility
infrastructure with better energy
management practices will increase
14.17
EMEA 2.39 16.9% demand for all TAM Metering, Control
and Protection Devices such as
electrical measuring and recording
instruments in EMEA region.
Large-scale investments in new
factories, commercial complexes that
APAC 11.74
2.74 23.3% include smart buildings, and data
excluding India
centers is expected to drive demand for
all TAM products in this region.
The Residential and Commercial space
is expected to witness increased demand
0.66 especially because of rapid urbanization
India 0.089 13.6%
of Tier II and III cities, eventually
demanding expansion of electrical
utilities.
*Note: Total market includes Current Transformers; Electrical measuring instruments such as Analog Panel Meter, Digital Panel Meter,
Multifunctional Instruments; Selector & Rotary Switches; Power factor controllers; Power supplies & Battery Chargers; LV protection
Relays; Shunt; and Genset controller. TAM calculated for the following products: Current Transformers, Electrical measuring & recording
instruments like Analog Panel Meter, Digital Panel Meter, Multifunctional Instruments, Selector & Rotary Switches, Power factor controllers,
Power supplies & Battery Chargers and LV protection Relays, Shuntn 2020, the APAC LVSG market registered a revenue of $11.83 Bn, which
was 36.5% of the global market. Revenue is expected to reach $14.70 Bn in 2026 at a CAGR of 3.7%. Despite having the smallest CAGR
among the regions, APAC will continue to be the largest LVSG market globally.
China and India are the region’s key growth engines as their rapid urbanization and economic development spur the construction of
infrastructure, commercial and industrial buildings, and residential buildings. The Chinese and Indian governments still hold strongly to their
vision of smart city development. These factors will drive the demand for LVSG products in these 2 large economies.
For China and parts of APAC such as Japan and South Korea, 2021 is largely a recovery year. Economic activities are already picking up
and signs of new investments can be observed. China continues to be the world’s leading smart city market with the adoption of AI and other
digital technologies.

188
Challenges to India’s infrastructure development include the country’s delayed smart city vision—which was hampered by the 2020
pandemic—and new COVID-19 waves in 2021 resulting in major nationwide lockdowns. The overall Indian market is projected to move to
recovery mode from Q4 2021 or early 2022.
In Southeast Asia, the key markets are Thailand, Indonesia, and Vietnam. These are emerging markets that will continue to offer ample
opportunities for LVSG companies as building construction increases amid strong economic growth. Property markets are also booming in
Southeast Asia as investment activities resume post-pandemic.
Nonetheless, economy recovery from COVID-19 lockdowns on the whole is predicted to be slow for Southeast Asian countries. With new
waves of COVID-19 infections in 2021, the recovery year for Thailand, Malaysia, and Indonesia is likely to be 2022.
The overall modest economic sentiments in APAC are forecast to drive 2.2% growth in the market in 2021. The market is estimated to register
positive growth below 5% annually from 2022 to 2026

Overview of Indian Metering, Control and Protection Devices Market

The Indian Metering, Control and Protection Devices market was valued at USD 660.8 million in 2022 and is
forecasted to grow at a CAGR of 5.5% to reach USD 864.5 million by 2027. Expansion of power generation and
distribution facilities, and construction of new factories would contribute to major revenues in the future.

Figure 3.19: Metering, Control and Protection Devices Market Size and Growth
Estimates, India, (USD Million), 2018-2027F
1000.0 864.5 8.0%
809.2
900.0 723.9 762.5 6.8%
6.1% 6.0%
4.4% 5.0% 689.8 5.3%
800.0 660.8 4.9%
637.7 4.4% 5.5%
4.0%
700.0 661.4 3.6%
629.7 621.9 2.5%
2.0%
Revenue (USD Million)

600.0
500.0 0.0%
400.0 -2.0%
300.0
-4.0%
200.0
100.0 -6.0% -6.0%

0.0 -8.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
(2022-2027)

Investments in real estate, semiconductor industries, power generation projects, transmission & distribution,
renewable energy projects, rural electrification programs, commercial infrastructure development, utility
substation projects, and industrial projects are taken into consideration for forecasts. An uptick in demand in 2021
was mainly from utilities (aided by DDGJUY and Sau Bhagya programs) and real estate (which staged a recovery
post RERA implementation).

The Indian government appears determined to reinvigorate growth and attract large investments from domestic
and foreign sources, creating healthy demand from industrial and real estate (residential and commercial) end,
which will help register healthy growth for industry-driven Metering, Control and Protection Devices. With the
recent sanctioning of incentives worth $1.34 Billion for Micron plant, an American chipmaker company, Indian
semiconductor industry is set to witness a high growth during the forecast period. Increasing awareness about the
protection and metering devices, rising energy cost, and safety aspects among real estate (residential and
commercial) end users continue to drive demand for such products.

The main end users of the Metering, Control and Protection Devices are broadly categorized as residential,
commercial, industrial, and utilities. The industrial segment accounted for about 60% of market in 2022. Its share
is expected to decrease a bit due to increased off-take from other segments such as utilities (Included in Residential
& Commercial). Commercial and residential together accounted for a 25.1% market share in 2022, mainly driven
by increasing penetration of modular Metering, Control and Protection Devices in Tier II and Tier III cities.

189
 Figure 3.20: Metering, Control and Protection Devices Market Size and Growth
Estimates by End User, India, (USD Million), 2018-2027F
864.5
809.2
689.8 723.9 762.5

Revenue (USD Million)

629.7 661.4 621.9 637.7 660.8

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 125.9 132.3 124.4 127.5 132.4 137.9 144.6 152.4 161.5 172.0 5.4%
Resid & Comm 157.4 165.4 155.5 159.4 165.5 173.6 183.4 194.8 208.4 226.3 6.5%
O&G, PetroChem., S&C 114.0 119.7 112.6 115.4 118.6 122.2 126.2 130.6 135.7 141.4 3.6%
Comm., CE,Semicon,BA 66.1 69.5 65.3 67.0 69.5 72.5 75.8 79.4 83.5 88.0 4.8%
Auto,Transp.&Def. 71.8 75.4 70.9 72.7 75.5 79.3 83.7 88.6 94.3 100.7 5.9%
Others 94.4 99.2 93.3 95.7 99.3 104.3 110.2 116.7 125.8 136.1 6.5%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement |
Power Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals |
Comm.: Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: Building Automation | Auto, Transp. & Def.:
Automotive, Transportation & Defense. | Food & beverages is included in FMCG

Total Addressable Market (TAM) for the Metering, Control and Protection Devices Market
Total Market, Estimated TAM, TAM as % of
Product subcategories considered for TAM*
2022, (Mn USD) 2022, (Mn USD) Total Market*
Current Transformers,
Electrical measuring & recording instruments like
Analog Panel Meter, Digital Panel Meter
Multifunctional Instruments
660.8 89.9 13.6%
Selector & Rotary Switches
Power factor controllers
Power supplies & Battery Chargers and LV protection
Relays, Shunt
*Note: Total market includes Current Transformers; Electrical measuring instruments such as Analog Panel Meter, Digital Panel Meter,
Multifunctional Instruments; Selector & Rotary Switches; Power factor controllers; Power supplies & Battery Chargers; LV protection
Relays; Shunt; and Genset controller.

Competitive Landscape of Metering, Control and Protection Devices Market

Key Industry players - Global & India

Schneider Electric, Socomec, Iskra, Janitza, MBS, Weigel, Kraus & Naimer, Entes, Rayleigh, Chint, Eastron, Hobut,
Tyco, Satec, Siemens, Secure, Elmeasure, Selec, Salzer, Newtek Electricals, Nippen Electrical Instruments, AE,
Multispan, Trinity, Accuenergy, & Rishabh

190
 Metering, Control and Protection Devices, Market share assessment,
2022, Global
Siemens, 8.2%
Schneider Electric, 6.1%
Socomec, 2.0%

Iskra, 0.5%

Others, 91.4% Janitza, 0.1%

Note: Total Market Size = USD 34.08 Billion, 2022

Globally, the Metering, Control and Protection Devices market is highly fragmented. The players can be classified
as Tier 1, Tier 2 and Tier 3 companies. Tier 1 companies such as Siemens & Schneider Electric have 4 – 8%
market share each. These companies are large companies with international presence and possess the ability to
deploy advanced Metering, Control and Protection Devices. Usually, these companies have multiple business
units in the energy, grid and buildings segments beyond just Metering, Control and Protection Devices. Tier 2
companies consist of companies such as Weigel, Kraus & Naimer and Chint. They have an international presence,
and offer products from more than one category, but smaller footprint than Tier 1 companies. Tier 3 companies
are usually local manufacturers with limited geographical footprint, largely catering to local and regional country
demands. The Metering, Control and Protection Devices market is pretty fragmented due to the numerous
numbers of players, esp. in the tier 2 & tier 3 category. Even the larger global players have single digit percentage
in market share. Rishabh instruments is a global leader in Analog Panel meters and is among the leading global
companies in low voltage current transformers. Lumel is the most popular brand for meters, controllers, and
recorders in Poland.

In India, the market is consolidating at the top and is dominated by a handful of players. Schneider Electric, with
its inorganic growth strategy, is dominating the Indian Metering, Control and Protection Devices market following
the completion of its acquisition of L&T‘s electrical business unit. Schneider Electric has the largest market share
in India, with its wide product portfolio. Siemens is another leading company with ~15% market share. Rishabh
Instruments is one of the top three players in digital panel meters in India and it holds 8.01% market share within
digital panel meters (w.r.t the TAM)

Metering, Control and Protection Devices, Market share assessment,

2022, India

Schneider
Others, 44.7% Electric,
36.7%

Elmeasure, 1.0% Siemens, 15.1%

Selec, 2.6%

191
Note: Total Market Size = USD 660.8 Million, 2022

Technology Trends

Trend Description
New-age Metering, Control and Protection Devices are becoming holistic energy
Metering, Control and Protection
management equipment. For example, low-voltage current transformers embedded
Devices transforming into
with sensors and cloud connectivity can be used to control demand and monitor
intelligent energy management
power consumption in buildings. They can also be embedded with transducers to
hubs
diagnose the performance of electrical equipment to which they supply power.
Panel meter manufacturers are embedding connectivity features so that the end user
Embedded connectivity features in
can connect multiple meters from the same vendor to a cloud platform to monitor,
panel meters
optimize, and control the complete electrical system.
Enhanced power management Improved features such as remote monitoring, predictive maintenance, and
functionality and features provided performance tracking of diverse Metering, Control and Protection Devices are being
through IoT platforms delivered through IoT platforms.

Drivers & Restraints

Global Driver 1: The continuous emphasis on distributed energy resources (DER) expands the need for
Metering, Control and Protection Devices in new buildings, presenting retrofit opportunities in old
buildings for newly installed DER systems.

Investments in distributed energy are expected to increase from USD 7.4 billion in 2019 to USD 10.4 billion in
2030 because of regulatory support, rural electrification goals, and decreasing project costs. Distributed wind
energy is the exception. The installed capacity of DERs is estimated to expand along with investments, requiring
new Metering, Control and Protection Devices and other control systems in facilities and buildings. The
continuous development of DERs will drive demand for new Current Transformers, Multifunctional Instruments,
Selector & Rotary Switches, Power factor controllers, Power supplies & Battery, Genset controllers etc.

Figure 3.24: DER Market Investment Forecast by Selected Product Group,

Global, 2019 and 2030F
Investment (USD Billion)

2019 2030
Diesel gensets 2.2 3.5
Gas gensets 1.7 2.8
Industrial turbines 0.4 0.7
Distributed wind 1 1
Small hydropower 1.9 2.3

Diesel gensets Gas gensets Industrial turbines Distributed wind Small hydropower

Source: Frost & Sullivan Analysis

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

192
Global Driver 2: Building energy management systems (BEMS) and home energy management systems
(HEMS) creates opportunities for new devices with monitoring and analytics capabilities. The growth due
to BEMS and HEMS will largely come from retrofit activities.

Frost & Sullivan anticipates BEMS and HEMS market growth. The total global BEMS and HEMS market
registered USD 6.77 billion in 2020 and is forecasted to reach USD 16.59 billion, growing at a 16.1% CAGR.
Energy management will remain a key focus area for building owners. As energy costs are one-third of
commercial buildings’ OPEX, cost efficiency will be a priority as businesses begin to recover from the pandemic.
Hospitals, educational institutions, factories, and malls will continue to have energy management improvements.
The growth of BEMS will spur upgrades and new installations of Metering, Control and Protection systems with
monitoring and analytics capabilities. The DER market also drives the use of BEMS in commercial and industrial
buildings.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

India Driver 1: Government’s focus on infrastructure and rural electrification

Government spending on infrastructure projects will continue to be a key growth driver. Rural electrification
projects/schemes (Sau Bhagya and DDUGJY) are expected to augment and expand the country‘s electricity
distribution infrastructure wherein Metering, Control and Protection Devices are widely used. India required
around USD 62 billion in infrastructure investments in 2022 to achieve sustainable economic development. To
this end, the government is allowing 100% FDI through the automatic route and granting infrastructure status of
affordable housing schemes. Metro, smart city, airport, railway, and road infrastructure projects also will
accelerate the demand for Metering, Control and Protection Devices.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

India Driver 2: Renewable energy and metro projects

The Indian government’s push for renewable energy is ambitious but the government is confident and has set a
target of 500 GW of renewable capacity by 2030. With such a clear long-term vision, global players are expected
to step up investments. The solar sector is already witnessing a healthy revival after a slump in the early month
of the pandemic. In 2021, 10 GW of new solar installations were completed, more than 300% jump from 2020,
where it fell to 3.2 GW. The Metering, Control and Protection Devices market is expected to benefit considerably,
especially through more demand for DC measurement solutions.

More than 700 metro stations and 800 kms of metro lines are expected to be commissioned during the next 5
years. The government also is planning to introduce an alternative mode of transport (LRT Metrolite) across 50
Tier I and II cities. It costs 40% less than conventional metro projects, making it attractive for private sector
participation. These ongoing and upcoming metro projects will have significant demand for Metering, Control
and Protection Devices.

193
 Figure 3.26: Number of Metro stations planned in India, 2019 - 2023

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

Global Restraint 1: End users’ preference for lower-priced and substandard Metering, Control and
Protection Devices

Cheaper alternatives produced by smaller market participants usually do not adhere to standards and certifications
IEC 61557-12 (for entire Power Monitoring Device PMD), IEC 62053-22/23 for energy monitoring devices, IEC
60529 IP standard, IEC 61869-2 for Current Transformers, IEC 60947 for Cam Switches, and many more.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

Global Restraint 2: Price volatility due to constrained availability of raw materials and limited skilled labor

Prices of copper, steel, and aluminium—key raw materials for the production of Metering, Control and Protection
Devices —have been on the rise since 2020, with copper and steel reaching their highest prices to date in 2021.
This trend may put cost pressures on market participants and affect the construction industry, which also requires
these materials. With end users becoming increasingly price sensitive, device manufacturers may have to develop
new pricing and business models.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

194
Source: Frost & Sullivan Research

Figure 3.26: Raw Material Price Trends, Global, 2016-2021

India Restraint 1: Increasing pricing pressures due to high competition

The Indian Metering, Control and Protection Devices market is well established with more than 40 participants
including Schneider, Satec, Rishabh Instruments, and Elmeasure. The market is very competitive, especially for
volume-driven products, making it difficult for large MNCs to sustain their market share. Factors inhibiting the
market from realizing its true potential are fluctuating raw material prices, imports from other Asian nations, and
the pressure on companies to reduce prices and sustain their business.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

India Restraint 2: Economic slowdown that could further delay private sector investments

A liquidity crunch, weak consumer demand, and rising inflation are slowing the economy and affecting the
country’s industrial growth. This slowdown is expected to weigh on the Metering, Control and Protection Devices
market, dampening its growth prospects.

Figure 3.27: GDP growth rate forecast, India, 2020 – 2030

195
 Impact – Med Term Impact – Long Term
Product Category
(3-5 yrs.) (6-10 yrs.)
Metering, Control and
Protection Devices

OVERVIEW OF PORTABLE TEST & MEASUREMENT INSTRUMENTS (TMI)

Overview

Note: As part of this study, the scope of Portable Test & Measurement systems includes DAQ, Digital Multimeters,
Electrical testers & Environmental testers, Logic analyzers, Network analyzers, Power meters, Clamp meters,
electric signal isolators, Ohm meters etc.

Portable Test & Measurement Instruments (TMI) are used to measure the electrical parameters of wide-ranging
industrial, utilities and consumer products. These instruments are used to test and measure the various electrical
parameters, e.g., voltage, current, power, etc. onsite. Portable Test & Measurement equipment play a central role
in enabling digital transformation, IoT, Industry 4.0, and autonomous living as the need for highly reliable and
advanced electronic device increases. F&S estimates the Portable (TMI) market at USD 5.1 billion in 2022 and
expects it to reach USD 6.6 billion by 2027 with a growth rate 5.1%. Growth will be led by APAC and India. End
users that will drive demand includes the automotive and power industries.

The market in India is in the growth phase, bolstered by increasing urbanization, industrialization and
consumerism, and favorable government policies. The competitive landscape consists of home-grown companies
such as Rishabh Instruments and foreign companies such as Fluke, Megger, Hioki, and Kyoritsu. In Portable test
and measurement market, where both Indian and Chinese players limit themselves to low-end maintenance and
repair solutions, Rishabh has extended its offerings to professional, industrial TMI products capable of serving
needs in modern laboratories and even aerospace. In terms of the utility sector, the products cover measurement
and control of all vital electrical parameters in the power frequency range.

The demand for Portable Test and Measurement equipment in India stems from the automotive, industrial (process
and discrete), defense, lab (research and educational), telecommunications, and consumer electronics industries.
Rishabh has set of products such as Digital Multimeters, Digital Clamp meters, and Insulation testers along with
earth tester to cater this demand.

Overview of Global Portable Test & Measurement systems Market

Global Portable Test and Measurement market was estimated at USD 5.1 billion in 2022 and is forecasted to grow
at a CAGR of 5.1% to reach USD 6.6 billion by 2027. Demand for digitization across industries, vehicle
electrification, and the need for energy drives growth across regions.

196
 Figure 4.1: Portable Test and Measurement Market Size and Growth Estimate,
7.0 Global, (USD Billion), 2018-2027F 6.6
7.0%
6.2
5.9
6.0 5.6 5.1%
6.0%
5.3 5.8%
4.9 6.5% 5.1 5.5%
5.3%
5.0 4.6 4.6 5.0%
4.4
4.8%
4.5%
4.0 4.1% 4.1% 4.0%
Revenue (USD Billion)

3.8%

3.0 3.0%

2.0 2.0%

1.0 1.0%
CAGR
(2022 - 2027F)
0.3%
0.0 0.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

Digital transformation initiatives, electric vehicles and in-vehicle infotainment, and renewable energy projects
will keep demand strong.

Figure 4.2: Portable Test and Measurement Market Size and Growth Estimates
by Region, (USD Billion), 2018-2027F
7.00 6.6
6.9%
6.2
0.23
5.6 5.9 0.21
6.00 5.3
5.1 0.20 5.7%
4.9 0.18
0.17 2.09
5.00 4.6 4.6 0.16 1.96
4.4 0.16 1.85
0.15 0.15 1.75
0.14 1.66
1.58
Revenue (USD Billion)

4.00 1.51
1.44 1.45
1.38 4.5%
1.88
1.80
3.00 1.71
1.57 1.63
1.45 1.51
1.33 1.38 1.37
2.00

2.14 2.27 2.38

1.00 1.79 1.87 1.94 2.03 5%
1.59 1.66 1.68

0.00
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F
CAGR

Americas EMEA APAC w/o India India

(2022-2027)

197
 Figure 4.3: Portable Test and Measurement Market Size and Growth Estimate by
End User, Global, (USD Billion), 2018-2027F
6.6
6.2
5.6 5.9
5.1 5.3
4.9
4.4 4.6 4.6
Revenue (USD Billion)

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 0.78 0.82 0.82 0.87 0.91 0.95 1.00 1.06 1.12 1.19 5.6%
Pharma., FMCG 0.29 0.30 0.30 0.32 0.33 0.35 0.36 0.38 0.40 0.42 4.9%
O&G, PetroChem., S&C 0.59 0.61 0.61 0.64 0.66 0.69 0.72 0.76 0.79 0.83 4.6%
Comm., CE,Semicon,BA 0.83 0.86 0.86 0.91 0.95 0.99 1.04 1.09 1.15 1.21 4.9%
Auto,Transp.&Def. 1.19 1.25 1.25 1.33 1.39 1.45 1.52 1.61 1.72 1.82 5.5%
Others 0.76 0.80 0.80 0.85 0.88 0.91 0.95 1.00 1.05 1.10 4.6%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement |
Power Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals |
Comm.: Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: Building Automation | Auto, Transp. & Def.:
Automotive, Transportation & Defense. | Food & beverages is included in FMCG

Regional Overview

The Portable Test & Measurement market in the Americas is estimated to grow from USD 1.87 billion in 2022 to
USD 2.38 billion in 2027 at a CAGR of 5%. The Americas will remain the dominant region during the forecast
period. In Americas, renewable sources, particularly solar and wind, is a strong focus enabled by falling
installation cost and government support. Federal policies provide a 26% tax credit for solar and wind systems
that were installed between 2020 and 2022, and installation costs are dropping. Increasing implementations of
smart grids, growth in automotive manufacturing (especially in Latin America), electrification, development of
connected cars, higher spend on defense, and development of medical devices are driving growth. Power
Generation, Distribution, Transmission and Labs segment is estimated to witnesses a growth at 5.6% between
2022 & 2027.

In EMEA, Portable Test and Measurement market revenue was estimated at USD 1.51 billion in 2022. Demand
for test and measurement products mainly is from automotive, aerospace & defense, power and industrial. At a
CAGR of 4.5% between 2022 and 2027, the market is expected to reach USD 1.88 billion by 2027, representing
a cumulative opportunity of USD 8.6 billion between 2022 and 2027. The Power Generation, Distribution,
Transmission and Labs segment is estimated to witnesses a CAGR of 5% between 2022 and 2027.

APAC (excluding India) region’s market stood at USD 1.58 billion in 2022. The region is expected to witness a
CAGR at 5.7% between 2022 and 2027 to reach a market size of USD 2.09 billion. APAC witnessed high
resilience after the 2020 decline, partly attributed to fast recovery in China. 5G deployments, increasing focus on
EVs, and movement toward smart grids are the main drivers. The Chinese government is providing substantial
support in terms of investments for R&D activities in EV market to expand their presence in the global market
especially Middle Eastern consumers. The Power Generation, Distribution, Transmission and Labs segment is
estimated to witness a CAGR of 5.9% between 2022 and 2027.

Total Addressable Market (TAM) for the Portable Test and Measurement Market
Total Market Comments
Estimated TAM, TAM as % of
Region Size, 2022(USD
2022 (USD Bn) Total Market*
Bn)
Global 5.1 2.69 52.7% -

198
 Total Addressable Market (TAM) for the Portable Test and Measurement Market
Total Market Comments
Estimated TAM, TAM as % of
Region Size, 2022(USD
2022 (USD Bn) Total Market*
Bn)
Proportion of revenue from DAQ is
higher in Americas (more than 40%),
Americas 1.87 0.89 47.7%
hence TAM for Rishabh Instruments
is lower in the region.
EMEA 1.51 0.82 54.5% -
APAC w/o India 1.57 0.89 56.7% -
-
India 0.163 0.091 56.1%
*Note: Total market includes DAQ, Digital Multimeters, Electrical testers & Environmental testers, Logic analyzers, Network analyzers,
Power meters, Clamp meters, electric signal isolators, Ohm meters etc. TAM calculated for the following products: Digital Multimeters,
Electrical testers and Environmental testers (includes insulation testers, earth testers, installation testers, High Voltage Testers, Oil
breakdown voltage testers), Clamp meters, electrical signal isolators, Network Analyzers and Power Quality Analyzers

Overview of Indian Portable Test & Measurement systems Market

Indian Portable Test and Measurement market was USD 163.46 million in 2022 — 3.6% of the global total. The
market is estimated to grow at a CAGR of 6.9% between 2022 and 2027 and reach USD 228.6 million. The
country’s growth rate is highest among all regions. Manufacturing of EVs, increase in defense testing, a growing
focus on solar PV installations, and electronics manufacturing activities pertaining to communications and
consumer electronics are the primary drivers for the Indian market. Growth prospects are expected to be relatively
high over the next 5 to 10 years owing to increasing investments in electronics and automotive manufacturing,
government initiatives such as Make in India, and other financial incentives given to OEMs for setting up or
expanding manufacturing capabilities across the value chain.

Figure 4.7: Portable Test and Measurement Market Size and Growth Estimate,
250.0 India, (USD Million), 2018-2027F 9.0%
228.60
211.53 8.1% 8.0%
196.8 7.5% 6.9%
200.0 184 7.0%
7.0% 7.0%
159.0 172.99
163.46 6.4%
142.43 147.30 148.59 6.0%
5.8%
150.0
5.1%
Revenue (USD Billion)

5.0%

4.0%
100.0
3.4%
3.0%
3.2%

50.0 2.0%

0.9% 1.0%
CAGR
(2022 - 2027F)
0.0 0.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

199
 Figure 4.8: Portable Test and Measurement Market Size and Growth Estimates
by End User, India, (USD Million), 2018-2027F
228.60
211.53

Revenue (USD Million)

184 196.8
163.46 172.99
142.43 147.30 148.59 159.0

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Power Gen. & Dist., Labs 23.4 24.6 24.7 26.6 27.1 28.7 30.5 32.6 35.0 37.6 6.8%
Pharma & FMCG 8.9 9.2 9.3 9.9 10.1 10.6 11.2 11.8 12.5 13.4 5.8%
O&G, PetroChem., S&C 28.8 29.5 29.5 31.5 31.8 33.3 35.0 37.0 39.3 42.0 5.7%
Comm., CE,Semicon,BA 26.3 27.3 27.6 29.5 30.6 32.4 34.5 36.9 39.7 42.9 7.0%
Auto,Transp.&Def. 32.6 34.3 34.2 36.9 38.4 41.1 44.3 48.0 52.4 57.6 8.4%
Others 22.3 22.5 23.2 24.6 25.5 26.9 28.6 30.5 32.6 35.2 6.6%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | S&C: Steel & Cement |
Power Gen. & Dist.: Power Generation & Distribution | Pharma.: Pharmaceuticals | O&G: Oil & Gas | PetroChem.: Petro Chemicals |
Comm.: Telecommunications | CE: Consumer Electronics | Semicon: Semiconductors: | BA: Building Automation | Auto, Transp. & Def.:
Automotive, Transportation & Defense. | Food & beverages is included in FMCG

Total Addressable Market (TAM) for the Indian Portable Test and Measurement Market
Total Market, 2022, Estimated TAM, 2022, TAM as % of Total Product subcategories considered for
(Mn USD) (Mn USD) Market TAM*
• Digital Multimeters
• Electrical testers and Environmental
testers (include insulation testers,
earth testers, installation testers,
High Voltage Testers, Oil
163.46 91.7 56.1%
breakdown voltage testers)
• Clamp meters, electrical signal
isolators
• Network Analyzers and Power
Quality Analyzers
* Total market includes DAQ, Digital Multimeters, Electrical testers & Environmental testers, Logic analyzers,
Network analyzers, Power meters, Clamp meters, electric signal isolators, Ohm meters etc.

Competitive Landscape of Portable Test & Measurement systems Market

Key Industry Players (Global) & India

Fluke, Kyoritsu, Megger, Hioki, Agilent, Yokogawa, Sonel, Metrel, Meco Instruments, Motwane, Waco,
Ideal Industries & Rishabh

200
 Figure 4.9: Portable Test and Measurement, Market
share assessment, 2022, Global

Fluke, 8.1% Yokogawa,4.4%

Kyoritsu, 3.6%
Hioki, 3.1%

Megger, 1.0%

Others, 79.8%

Note: Total Market Size, 2022 = USD 5.1 Billion

More than 100 global and regional companies operate in the Global Portable Test and Measurement market,
characterized by a mix of global and regional players. Market is highly fragmented, and the top 5 companies hold
only 20.2% revenue share.

• Fluke Corporation (a Fortive business) is a US-based company founded in 1948. It is a major global
player in the electrical and environmental testers segments. Fluke’s end market includes all major
industrial sectors, buildings, and infrastructure segments.

• Kyoritsu Electrical Works (KEW), founded in 1940 and headquartered in Japan, is an electrical test and
measurement equipment supplier specializing in portable instruments. Kyoritsu is a clamp meter pioneer.
KEW has subsidiaries in the United Kingdom, Italy, India, China, Thailand, Singapore, and Japan.

• Megger is a UK company that was first registered in 1889. Megger, while well respected for its insulator
testers, also provides end-to-end services to cater to electrical test & measurement requirements. It
specialized in cable fault locating, protective relay testing, and power quality testing. Megger has grown
through a series of acquisitions over the last 15 years. It predominantly focuses on Western Europe and
the United States.

Product innovation, reliability, upgradeability, price-performance value, and ease of use are some of the factors
that distinguish competitors. Market players focus on optimizing and broadening their product portfolio to witness
organic growth. Nevertheless, mergers and acquisitions also are part of the growth strategy.

201
 Figure 4.10: Portable Test and Measurement, Market share
assessment, 2022, India
Fluke,9.7%

Yokogawa,4.0%
Meco Instruments, 1.0%
Hioki, 0.8%
Kyoritsu, 0.4%

Others, 84.2%

Note: Total Market Size: USD 163.46 MN, 2022

The Indian Portable Test and Measurement market is served by both overseas and homegrown companies, but
overseas companies dominate. The market is led by overseas companies such as Fluke, Yokogawa, Agilent etc.
A large number of regional players operate in this space making it highly fragmented. Indian companies include
Rishabh Instruments, Meco Instruments, Kusam-Meco, and Crown Electronic Systems. Rishabh Instruments and
Meco Instruments have in-house design, development, and manufacturing facilities and strong distributor
networks. Rishabh Instruments is the Number 2 player for multimeter & clamp meter in India and is an emerging
player for insulation testers. Rishabh Instruments holds 1.57% market share in the India Portable Test &
Measurement segment (w.r.t the TAM). It was the first company globally to introduce selectable short circuit
current along with touch screen insulation testers and Audio readout capability.

Technology Trends

Trend Description
Handheld instruments that technicians use in the field are being upgraded
to connected devices (e.g., inbuilt Bluetooth) that can transfer data to cloud
Connectivity and data
platforms to enable continuous monitoring of assets in the industrial
Management for DMMs and
environment. Meters are coming with inbuilt memory to store data as a
Electrical testers
backup facility. This eliminates the manual data entry process and the
possibility of human error.
As wireless technology advances toward utilizing higher-frequency waves,
Frequency coverage increase in scalable, reliable, and higher-frequency analyzers will be needed.
Test & Measurement Increasing performance and ruggedness and making portable network
Instruments analyzers as light as possible are among recent design and development
trends.

Drivers & Restraints

Global Driver 1: Power management applications

Digitalization and the use of electronics increases the need for high-speed connectivity, advanced communication
devices, and high-speed data transfer. Communication systems are transitioning to new technologies such as 5G,
Wi-Fi 6, and 400 Gbe Ethernet that offer higher data bandwidth at lower latency. The new technologies consume
more power, increasing the importance of power management. For the portable T&M market, this will translate
into higher demand for power analyzers, RF test equipment for power amplifiers, electrical testers, and DMMs—
especially for the automotive, A&D, communication, power, consumer electronics, and semiconductor industries
and data centers. In addition, automotive OEMs’ push for EVs will result in high demand for power analyzers,
power meters, DMMs, and electrical testers. Urbanization, industrial growth, the need for energy efficiency, and

202
growing electricity consumption are driving the demand for environmental testers and power analyzers
worldwide.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

Global Driver 2: Growth in Electronics Content in Automotive

Growth in vehicle diagnostics, infotainment, and the development of autonomous vehicles, electric vehicles (EVs)
and connected cars spur the adoption of electronics in the automotive industry. According to Industry experts, the
cost of electronics as a percentage of total car cost will increase from 40% in 2021 to 50% in 2030. The increase
in electronics content will directly drive the need for more portable test and measurement instruments for product
development and manufacturing. RF test instruments such as network analyzers, power clamp meters, DMMs,
electrical testers, and DAQ will be in demand.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

Global Driver 3: Product feature innovation and technology advancements

Price pressure is usually high in the fragmented Portable T&M market; therefore, market participants constantly
invest in R&D to improve product features and performance. For example, in DMMs, market participants have
introduced real-time data communication (using Bluetooth, Wi-Fi, and USB) to a remote person through a mobile
app/basic PC software, which enables faster response time and improves safety for on-field personnel. Market
participants also are concentrating on software-centric value addition.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

Global Driver 4: Data center buildout

Projected exabyte-range data volume, increasing migration to cloud services, the need for efficiency, new forms
of data modulation (e.g., PAM4), and the transition to 400Gbe Ethernet bandwidth drives data center buildout and
generates growth opportunities for the portable test and measurement market. As more data centers are built, the
need to verify the electrical performance for efficient and safe functioning also increases. Verification of UPS,
ATS, Circuit breakers, cables, and transformers periodically for parameters such as Power factor, winding
resistance, insulation resistance, connection resistance, earth testing, electrical operability tests are important to
ensure that data centers are commissioned and operate at higher efficiency.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

India Driver 1: Make in India Initiative

The Government of India is encouraging domestic manufacturing through various policies and initiatives. In 2014,
it announced the Make in India initiative to promote and develop India as a global manufacturing hub. The
initiative reduced bureaucratic hurdles for both domestic and international companies to set up manufacturing
bases in the country. The initiative, a part of the Atmanirbhar Bharat Abhiyan (Self-reliant India) provides a boost
to the country’s business operations by encouraging substitution of imports of low-technology products and

203
generating demand for local manufacturing. Industries that benefit from include electronics, pharma, and steel.
The country also introduced the modified Electronics Manufacturing Clusters Scheme (EMC 2.0), which aims to
enhance the infrastructure base for the electronics industry and broaden the electronics value chain. The policies
are expected to create more players across the semiconductor value chain (from design to service). At Rishabh
Instruments, under all product segments, 99% of manufacturing operations are done in-house (in India) and only
1% of the total turnover is spent on outsourcing processes.

Impact-Medium Term Impact-Long Term

Product Category
(3 – 5 years) (6 – 10 years)
Portable Test and
Measurement

Global Restraint 1: Semiconductor supply constraints

The COVID-19 pandemic has created a supply-demand gap leading to shortage of semiconductors, the basic
building block of all electronic components. Test equipment OEMs that cannot procure chips often lose revenue.
Customers (e.g., automotive companies) also face production challenges that are halting or delaying expansion
plans. Supply chain issues will ease gradually as semiconductor fabs add capacity.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

Global Restraint 2: High Fragmentation and market maturity hampers growth

Portable Test and Measurement market has matured technologically, especially in the DAQ, DMM, and electrical
and environmental tester segments. The current scope of innovation and product optimization lies in feature
enhancements and design ruggedness rather than technology advancements. This has led to a decrease in Average
Selling Price (ASP), hampering revenue growth. Intense competition among the many market participants also
adds price pressure.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

India Restraint 1: Lack of government incentives

The Indian government has several policies to attract investments in manufacturing of electronics, but there are
not enough policies and financial incentives to support the growth of the Portable Test and Measurement market.
Companies often face higher GST on certain components required to manufacture the equipment.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

India Restraint 2: Cheaper imports from China

The Indian market is highly price sensitive. End users tend to procure low-priced equipment from China, creating
price competition and resulting in lower Average Selling Prices of local products.

Impact-Medium Term Impact-Long Term

Product Category
(3–5 years) (6–10 years)
Portable Test and
Measurement

204
OVERVIEW OF SOLAR INVERTERS

Overview

Note: This report details on solar string inverters only. The TAM calculated focuses on on-grid type inverters
(solar string) up to 100kW capacity.

Inverters are classified as micro inverters, string inverters, and central inverters. Micro inverters are typically
limited to 300W-500W each and are suitable for only small installations of 1kW-2kW size. Central inverters are
used for 10s MW scale ground mount PV projects but are being replaced by string inverters of 175kW-255kW
ratings because they are easy to use, easy to service, and flexible in installing near the PV array. String inverters
can be used for residential and medium-sized commercial solar PV installations. They are smaller than central
inverters. This market is dependent on the adoption of renewable energy across the globe.

Solar String inverters convert direct current generated in Solar panels to alternating current. Multiple (typically
12 to 18) solar panels are connected to a single inverter in a series circuit. The global revenue for solar string
inverters is expected to increase from USD 4.3 billion in 2022 to USD 6.6 billion in 2027 at a CAGR of 9.1%.
Commercial and residential rooftop solar installations are driving the market’s growth. APAC excluding India is
the fastest-growing region.

India is a signatory to the Paris Agreement, which requires at least 40% of its energy to be from renewable sources
by 2030. By the end of 2030, India targets 500 GW from renewable sources, out of which 300GW is expected to
come from solar sources with rooftop solar contributing about 40GW, directly influencing the solar string inverters
market. The Ministry of Renewable Energy has launched several schemes to achieve this target and introduced
policy measures such as RPOs that mandate a certain percentage of distributed power to be from renewable
sources.

The Central Government is also providing a financial subsidy on rooftop solar plant of capacity up to 10kW (Ref:
MNRE Circular No. 318/331/2017-Grid Connected Rooftop Dy No. 580 dated 07.03.2019). Systems up to 3 kW
will get 40% Central Financial Assistance (CFA) and from 3 kW to 10 kW, 20% CFA. The CFA is also being
provided to Group Housing Societies/Residential Welfare Associations (GHS/RWA) etc. for common facilities
up to 500 kWp (@10 kWp per house) with the upper limit being inclusive of individual rooftop plants already
installed by individual residents in that GHS/RWA at the time of installation of RTS for common activity.

Overview of Global Solar String Inverters Market

Solar string inverter market is expected to increase from USD 4.3 billion in 2022 to USD 6.6 billion in 2027 at a
CAGR of 9.1%. Inverters account for around 5% of solar PV system costs and are considered indispensable as
the “brain” of renewable energy systems. Solar string inverter segment growth is directly proportional to the
increase in solar PV installations.

Growth at the GW level is expected to increase by the end of this decade as many countries, mainly in Asia, ramp
up installations to meet renewable energy targets. Annual installations are expected to increase from 104.01 GW
in 2021 to 130.51 GW in 2026. India has added 12 GW of solar power capacity till November 2022.

Revenue took a hit in 2018 as China introduced the restructuring of its financial incentive scheme for solar PV
power, effectively halting support for utility-scale and distributed generation projects. China had been driving the
global solar PV space in the previous few years, so the decline resulted in a contraction of the global market. After
a period of subdued growth in 2018, the global solar PV market started to recover but was affected by the pandemic
in 2020. The market is showing strong signs of recovery and is bouncing back as China completes its transition
to a subsidy-free market and as emerging markets begin to grow. Falling prices of modules and inverters, mainly
string inverters, are a result of increasing pricing pressures as Asian manufacturers supply cheaper products to
Europe and North America from factories in low-cost locations. Lower prices, however, encourage more solar
plant and inverter installations across the globe.

Import tariffs on solar PV components, such as 25% tariffs that the US government imposed on $200 billion in
Chinese goods, could lead to a delay or cancellation of some utility-scale projects. However, geographic
exemptions (from the US government) for countries like India, Turkey, Brazil, and South Africa may somewhat
dampen the overall effect on the cost of solar PV power. The global solar PV power market continues to become
more geographically distributed, with the number of GW-level markets consistently increasing.

205
 Figure 5.1: Solar String Inverter Market Size and Growth Estimates, Global, (USD
7.0 6.6 12.0%
Billion), 2018-2027F
5.0 5.4 10.9%
6.0 9.9% 10.0%
6.0 4.6
9.0%
4.3 8.2% 8.0%
3.9 7.3% 9.1%
5.0
4.0 6.4% 6.0%
4.0
5.7% 3.9 4.7%
4.0
Revenue (USD Billion)

4.0%
3.1%
3.0 2.0%

0.0%
2.0
-2.0%
1.0
-4.2% -4.0%

0.0 -6.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

Figure 5.2: Solar String Inverter Market Size and Growth Estimates by Region,
7.00 6.6
(USD Billion), 2018-2027F
6
6.00 5.4 1.29 10.6%
5.0 1.16
5.00 4.3 4.6
3.9 1.05
4.0 4.0 0.95
3.9 0.86
4.00 2.70
Revenue (USD Billion)

0.78 8.5%
0.70 0.72 0.69 0.71 2.45
2.24
3.00 2.06
1.80 1.92
1.64 1.69 1.62 1.70
2.00 0.95 8.1%
0.80 0.87
0.69 0.74
0.59 0.60 0.58 0.61 0.65
1.00 1.67 9.4%
1.14 1.23 1.34 1.48
0.98 1.01 0.96 1.01 1.07
0.00
CAGR
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F
(2022-2027)
Americas EMEA APAC w/o India India

206
 Figure 5.3: Solar String Inverter Market Size and Growth Estimates by End User,
Global, (USD Billion), 2018-2027F 6.6
6
5.4
5.0
4.6
Revenue (USD Billion)

3.9 4.0 3.9 4.0 4.3

2018 2019 2020 2021 2022F 2023F 2024F 2025F 2026F 2027F CAGR
Resid. & Comm 0.91 0.93 0.89 0.94 1.00 1.07 1.16 1.27 1.40 1.56 9.4%
Industrial 2.76 2.84 2.72 2.85 3.03 3.26 3.52 3.83 4.21 4.66 9.0%
Others 0.24 0.24 0.23 0.24 0.26 0.28 0.30 0.33 0.36 0.39 8.4%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | Industrial includes
Automotive, Transportation & Defense; Communications, Consumer Electronics, Semiconductors, Building Automation and Data Center;
Oil & Gas, Petro Chemicals, Steel & Cement, Pharmaceuticals, Food & Beverages, FMCG; Power Generation & Distribution and Labs

Regional Overview

Americas solar string inverters segment is expected to increase from USD 1.07 billion in 2022 to USD 1.67 billion
in 2027 at a CAGR of 9.4%. Subdued capacity additions in North American are mainly ascribed to the United
States’ introduction of import tariffs on solar PV inverters in 2018. This regulatory hurdle is expected to restrain
market growth during the forecast period. Solar PV product price hikes attributed to import tariffs are partially
offset by declining overall prices of solar power generation.

EMEA is a mature region in terms of renewable energy installations. EMEA market is estimated to be USD 0.65
billion in 2022 is expected to reach USD 0.95 billion by 2027 at a CAGR of 8.1%. Germany, the United Kingdom,
and Spain registered the largest GW installations during 2021 and 2022. The revised renewable energy target
(32% of energy mix) by 2030 drives the demand for renewable energy inverters in the EU. Self-consumption and
PPAs are core business models to be adopted to drive demand by counteracting the high initial investment costs
of solar power projects. European countries offer tax certificates to encourage solar power production. Flexible
energy demand and the prevalence of battery storage systems will bolster the growth of solar string inverters.
Middle Eastern governments have set country-specific clean energy targets, with the United Arab Emirates
attempting to fulfill 50% of its energy needs through renewable sources by 2050.

APAC (excluding India) solar inverter segment is expected to increase from USD 1.8 billion in 2022 to USD 2.7
billion in 2027 at a CAGR of 8.5%. It is the largest market for solar string inverters. Inverter cost is the key
deciding factor in Asia - lower prices may lead to lower overall market size. The market is dominated by
installations in China, mostly by domestic manufacturers. Many Chinese manufacturers are venturing into
overseas markets by diversifying supply chains and establishing manufacturing locations outside China to
circumvent US import tariffs. String inverters are used in medium-sized installation across residential,
commercial, utility, and industrial segments. It is imperative for inverter makers to have a local manufacturing
facility to customize for the local requirements. Engineering requirements in each Asian country demand on-site
and on-demand maintenance (a key restraint for inverter manufacturers trying to expand their global markets).
Asian governments have initiated supportive policies and set renewable energy targets driving the market in the
medium and long terms.

207
 Total Addressable Market (TAM) for Solar String Inverters
Total Market Comments
Estimated TAM, TAM as % of
Region Size, 2022 (USD
2022 (USD Bn) Total Market
Bn)
The TAM for on-grid-type solar string
inverters for up to 100 kW is driven
Global 4.3 2.84 66% by aggressive renewable energy
practices pushed by government
policies.
The TAM market will be driven by
installations in commercial
Americas 1.07 0.70 65.3% complexes and EV charging stations
in order to adopt renewable energy
practices.
The market is very mature but offers
potential for residential rooftop
installations to handle peak power
EMEA 0.65 0.43 66.9%
demand, which will drive demand for
on-grid-type inverters of less than 100
kW.
National renewable energy targets are
expected to drive demand for on-grid
APAC w/o India 1.80 1.23 68.4% rooftop solar, especially in residential
and small commercial buildings in
China and Japan (and India).
Demand for solar string inverters is
expected to come from commercial
and industrial segments such as
India 0.778 0.50 64%
educational institutions, automotive
and transportation, and power
generation and distribution.
TAM calculated for the following products: on-grid-type inverters up to 100 kW

Overview of Indian Solar String Inverters Market

The Indian solar string inverter market was valued at USD 778.14 million in 2022 and is forecasted to grow at a
CAGR of 10.6% to reach USD 1290.6 million in 2027. India is the second-largest market in Asia Pacific
occupying more than 25-30% of the Asia pacific market for solar string inverters.

Figure 5.7: Solar String Inverter Market Size and Growth Estimates, India, (USD
Million), 2018-2027F
1400.0 1290.6 12.0%
10.8% 11.1%
9.7% 10.0% 10.5% 10.8%
1165.2 10.0%
1200.0
1048.5 10.6%
8.0%
1000.0 709.7 946.1
778.1 856.3 6.0%
Revenue (USD Million)

3.2%
800.0 702.0 723.6 4.0%
687.4

600.0 2.9% 3.1% 2.0%

0.0%
400.0
-2.0%
200.0
-4.0%
-5.0%
0.0 -6.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
(2022-2027)

India, the second-largest market in Asia, installed about 10 GW of solar PV capacity in 2019. The Indian solar
PV market is expected to register strong growth as the country attempts to meet its revised target of 227 GW of
PV installations by 2022. The Indian government focuses on proactive policies including subsidies, such as a 10-

208
year tax holiday, to drive investment. About 77% of the solar capacity in 2021 was from grid-connected utility-
scale projects, 20% was from grid-connected Solar rooftops, and 3% was from mini or micro off-grid projects.
Industries can access solar power either by installing their own solar rooftops or through open-access solar
installations. Open access solar installations witnessed year-on-year growth of 22% to 513 MW in Q1 2022.

String inverters dominate residential, commercial, and industrial installations, which are medium-size and mostly
rooftop. The fastest-growing segments are commercial and industrial installations in educational institutions,
automotive and transportation, and power generation and distribution. Customers prefer string inverters to central
inverters because of their reliability, modular design, ease of installation, and low maintenance.

Figure 5.8: Solar String Inverter Market Size and Growth Estimates by End User,
India, (USD Million), 2018-2027F
1290.6
1165.2
1048.5
Revenue (USD Million)

946.1
856.3
702.0 723.6 778.1
687.4 709.7

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Resid. & Comm 125.5 129.3 122.9 126.8 138.7 152.0 167.8 186.7 209.2 235.8 11.2%
Industrial 496.3 511.6 486.0 501.6 550.7 607.1 671.2 743.6 824.5 914.8 10.7%
Others 80.2 82.7 78.6 81.3 88.7 97.2 107.1 118.2 131.5 140.0 9.6%

‘Others’ includes industries such as chemicals, textiles, pulp and paper, water that are not mentioned in the list | Industrial includes
Automotive, Transportation & Defense; Communications, Consumer Electronics, Semiconductors, Building Automation and Data Center;
Oil & Gas, Petro Chemicals, Steel & Cement, Pharmaceuticals, Food & Beverages, FMCG; Power Generation & Distribution and Labs

Total Addressable Market (TAM) for the Indian Solar String Inverters Market
Total Market, 2022, Estimated TAM, TAM as % of Total Product subcategories considered for
(Mn USD) 2022 Market* TAM*
USD 778.14 USD 498.0 Mn 64% • on-grid type up to 100kW
* Note: The total market includes the entire Solar String Inverters market

Competitive Landscape of Solar String Inverters Market

Key Industry players - Global & India

Huawei, Growatt, SolarEdge, Delta, SMA, Sungrow, Fimer, kSolare, PowerOne, GoodWe, ABB, TMEIC & Rishabh

Globally, the solar inverters market is dominated by Chinese manufacturers such as Huawei that have turned their
focus on overseas markets after the domestic solar PV industry slowdown. These manufacturers have exclusive
access to their home market, where high barriers to entry restrict other participants. The top 3 participants
command 54.1% of the market. In the Americas, the market is dominated by residential, commercial and industrial
installations and SolarEdge is the preferred brand for rooftop installations. In EMEA, string inverters are preferred
for utility installations. Huawei and Sungrow are the major participants, followed by GoodWe. In Asia-Pacific,
Sungrow and Huawei dominate, followed by Growatt and other players such as Solis and SMA solar.

209
 Solar String Inverters, Market share assesment,
2022, Global

Huawei, 23.0%
Others, 36.1%

Sungrow, 21.0%

Growatt, 2.5%

GoodWe, 7.3%
Solaredge, 10.1%

Note: Total Market Size = USD 4.3 Billion, 2022

In India too, the market is dominated by Chinese players. Sungrow and Huawei are the market leaders. Huawei
has gained access through its partnership with Waaree Energies Ltd and promoted its products through the sales
and service network. Sungrow has been steadily gaining market share and topped the market in 2021. The
company has bagged large utility projects and recently announced an increase in its Bengaluru factory capacity
from 3 GW to 10 GW to cater to future demands. Rishabh Instruments is the first company in India to design,
develop, and manufacture Solar String Inverters end to end and it holds 0.13% market share in the Solar String
Inverters segment (w.r.t the TAM).

Solar String Inverters, Market share assesment,

2022, India

Others, 41.9% Sungrow, 33.2%

Huawei, 22.7%
PowerOne, 0.4%

kSolare, 1.4%
Growatt, 0.4%

Note: Total Market Size = USD 778.1 Million, 2022

Others Include Delta, SMA, Fimer (ABB), Huawei, SolarEdge, Fronius, Statcon Energia, Kstar, Consul Neowatt,
Havells, PowerOne, KACO, Enertech

210
Technology Trends

Trend Description
IoT-based energy management String inverters are being equipped with sensors and cloud-based weather
centers monitoring software tools to become intelligent energy management devices.
String inverters are being developed with autonomous features to accommodate
smart grids. Autonomous features include reporting of grid abnormalities to
Smart inverters for smart grids
utility operators and detection of arc fault circuit (interrupters that detect whether
the arc fault is at the inverter or module level).

Drivers & Restraints

Global Driver 1: National and regional renewable energy targets

The prevalence of renewable energy sources and the need to convert DC to AC for these sources is expected to
lead to higher inverter demand. The global commitment to sustainability and climate change will require focus
on efficient energy utilization and shift towards sustainable and renewable sources of energy. This will drive the
demand for energy solutions. Following the Paris Agreement, several developed and developing countries have
adopted national RE targets to reduce their carbon emissions.

As of 2019, 85 countries have included unconditional renewable power pledges in their current nationally
determined contributions (NDCs) while 135 countries have non-NDC domestic renewable energy targets.
National governments are expected to update or enhance their NDCs in 2020. These national and regional
renewable energy targets have led to the growth in renewables-based power generation in various regions of the
globe.

Figure 5.12: Renewable Energy Inverters Market: Regulatory Environment, Global, 2019 – 2025

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

Global Driver 2: Falling renewable energy installation costs

Solar PV module prices are at their lowest ever, resulting in the commoditization of solar PV systems. The
Levelized cost of electricity (LCOE) for solar energy sources is becoming comparable with conventional sources
primarily because of technological advancements in solar PV power components such as solar modules. The costs
of renewable energy systems are forecast to continue declining as further savings are made because of economies
of scale, technological development, and production automation. The 31/5 Policy in which China cut support for

211
and effectively halted utility- and distributed-scale PV projects in the country created an oversupply of solar PV
products in the global market, leading to a further short-term decrease in prices and making more projects viable,
resulting in higher demand for inverters. This driver is expected to have a high impact in the medium term and a
medium impact in the long term.

Figure 5.13: Renewable Energy Inverters Market: Levelized cost of electricity, Global, 2019

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

India Driver 1: National renewable energy targets

India has been at the forefront in adhering to policies to reduce emissions and has a commitment to reduce GHG
emissions by 33% to 35% below 2005 levels by 2030. The Intended Nationally Determined Contribution (INDC)
aims to install 500 GW of renewable power by end of 2030 as per its submission to UNFCCC, in addition to
setting a target of 40% of total energy production in renewable power by 2030. The National Solar Mission (NSM)
was established in 2010 to turn India into a global leader in solar energy. The initial target to install 20 GW of
solar power by 2022 increased to a target of 300 GW by 2030. India ranks 5th globally in solar power deployment.
Given that the country has only achieved one-third of its 2022 target, there is plenty of growth potential in the
short to medium term, which is increasing the demand for solar string inverters.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

The Government of India also is promoting smaller Solar plants up to 15 HP (11.2 kW) for farmers under the PM-
KUSUM scheme, which will increase the demand for smaller string inverters (5 kW, 7.5 kW, 10 kW, and 12 kW).
In addition, the Indian Government is supporting Make in India initiatives by proposing to increase Basic Customs
Duty (BCD) from 5% to 20% on imported Solar inverters, thereby driving indigenous manufacturing.

India Driver 2: Falling renewable energy installation costs

The declining prices of solar PV modules have resulted in increased adoption and commoditization of solar PV
systems. While tariffs are influenced by multiple factors including financing and equipment costs, government
incentives, and OPEX, falling equipment prices and increased competition have been the major factors in

212
declining LCOE, which was as low as INR2.62 per KWh in 2017 ($0.036/KWh). Module costs account for
approximately 20% of LCOE, while financing costs account for almost 56%. Declining module costs contributed
to lower LCOE. Module costs fell from INR2.62/KWh ($0.036/KWh) in 2017 to ₹2.38/KWh ($0.033 per KWh)
in 2019, declining by almost 10%. Maturing RE technologies have lowered risk premiums attached to the
financing of projects further bolstered by policy support and increased competition that resulted in equity investors
recalibrating return expectations, which has reduced financing costs.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

Figure 5.14: Cost of Electricity from Solar PV, India, 2017 – 2022

Global Restraint 1: Grid saturation

As the most mature market in terms of renewable energy installations, Europe has seen more than a decade of
renewable energy development in Germany, Spain, Italy, and Greece. For instance, Germany generated
approximately 43% of net electricity consumption from renewable energy sources in 2018. Solar PV power can
cover as much as 45% of momentary electricity demand on sunny weekdays, with the coverage rate reaching as
high as 60% on weekends and holidays. This places a heavy burden on grid networks, leading governments to cut
back feed-in-tariff (FiT) schemes in order to prevent the oversaturation of renewable energy installations. This
trend could extend to other parts of the globe as renewable energy sources become a significant part of the energy
mix.

The high saturation rate compels governments to slow renewable energy uptake, which would reduce the demand
for inverters.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

Global Restraint 2: Restructuring and reduction of renewable energy incentive programs

Renewable energy, particularly solar power, is reliant on government support. FiTs, tax benefits, import duty
exceptions, rebate programs, and fund allocations affect market dynamics. A cut in incentive programs reduces
the growth potential of solar PV, at least during the time it takes for the market to adjust to the change. The
Chinese solar PV market felt the effects of solar incentive program restructuring in 2018, and the contraction
resulted in a significant slowdown in the global market. The reduction of investment tax credit (ITC) or federal
solar tax credit in the United States, along with the migration from a tariff to a net metering scheme in Canada,
restrains the growth of the North American solar PV market. The decline in FiTs for solar projects in Japan
resulted in a considerable drop in the country’s solar PV installations, directly translating into a decrease in
demand for renewable energy inverters.

213
The effect of this restraint is particularly apparent in developing countries where policy support can reduce the
cost of system financing and operational risks.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

India Restraint 1: Risks associated with RE projects

While the Ministry of Renewable Energy has taken several initiatives in de-risking RE projects to encourage
investors, there still are challenges that decelerate the growth of solar projects. Utility-scale projects in India are
marked by off taker risk, which refers to non-compliance of the PPA terms by an offtaker. This is usually in the
form of payment delays of up to 12 months, which is much higher than the average of 30 to 60 days. This results
in higher working capital requirements, thereby increasing tariffs. It also increases risk as investors demand higher
returns causing higher financing costs.

The Ministry of Power recently issued an order mandating letter of credit for payments by DISCOMs, which, if
implemented effectively, could be a solution for payment delays. Another major risk factor for developers is
associated with land acquisition, which, when delayed, can impede the timely setup of solar parks. Government
initiatives in facilitating land acquisition will expedite RE project development

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

India Restraint 2: Restructuring of open access fees

Most states in India announced amendments to open access regulations in 2018, including the withdrawal of
benefits for open access transactions. To promote the use of renewable energy by corporates, most states had
provided banking benefits that allowed accounting duration of longer than 15 minutes (as opposed to the 15-
minute duration for other energy sources) facilitating banking of surplus that could be used during subsequent
months in the same financial year. Indian states in the last few years have capped the duration at 15 minutes or
restricted withdrawal of banked energy to a few months. Karnataka had been at the forefront in promoting
renewable energy by issuing waivers on open access charges, but those were not extended beyond 2018.
Maharashtra Electricity Regulatory Commission (MERC) recently reduced the flexibility of corporate PPA
consumers by having more than one open-access supplier. Haryana withdrew its blanket 10-year open access
charges waiver except for captive power projects. Such steps by state governments are expected to impede the
growth of solar PV deployments.

Impact – Med Term Impact – Long Term

Product Category
(3-5 yrs.) (6-10 yrs.)
Solar String Inverters

OVERVIEW OF ALUMINIUM HIGH PRESSURE DIE CASTING (HPDC)

Overview

Note: In this report, Aluminium High Pressure Die Casting includes applications in automobile and automation
industries only.

Aluminium Die Casting is the process of creating aluminium alloy-based products by forcing the molten metal
into a die casted mold cavity. Aluminium Die Casting is usually done with a cold chamber under high pressure
because aluminium alloys have a lower melting point. High Pressure Aluminium Die Casting is particularly
employed for high-volume manufacturing for automotive components. The high pressure die casting tooling (or

214
die casting mold) is generally made of hardened steel to withstand high pressure and temperature. The die usually
consists of two halves with negative geometry of the part to create the form factor. Frost & Sullivan estimates
Global Aluminium High Pressure Die Casting market at USD 83.9 billion in 2022. The market is estimated to
grow at a 6.1% CAGR from 2022 to 2027 and reach USD 112.9 billion. Automotive will remain the highest
revenue contributor across all regions. APAC will lead revenue growth in the next five years.

The High-Pressure Aluminium Die Casting market in India is mature and has continuously grown in production
capability to meet both domestic and global requirements. Companies manufacture components including engine
blocks, bed plates, and several other thin wall castings. The automotive industry is the largest revenue contributor
for the high-pressure aluminium die casting market. India has a well-developed ecosystem of material suppliers,
support services, skilled labor, and equipment suppliers for both global and domestic players to support the
growing demands for high-pressure aluminium die cast parts.

Overview of Global Aluminium High Pressure Die Casting Market

High-Pressure Aluminium Die Casting is mainly used for fabricating components for automotive and industrial
applications. The Global High-Pressure Aluminium Die Casting market was USD 83.9 Bn in 2022. The market
is forecast to grow at CAGR of 6.1% between 2022 and 2027, to reach USD 112.9 Bn by 2027. The ratio of High-
pressure Aluminium die casting market in automotive to that in industrial (the 2 sectors that are covered in this
report) is ~ 4:1.

Figure 6.1: Aluminium High Pressure Die Casting Market Size and Growth
Estimate, Global, (USD Billion), 2018-2027F
112.9
120.0 105.0 10.0%
87.8 98.4
96.9 80.4 83.9 92.6 6.8% 7.5%
6.2%
100.0 92.8 5.5% 5.0%
4.3% 4.6%
3.2%
4.5% 6.1%
77.9
80.0 0.0%
Revenue (USD Billion)

60.0 -4.2% -5.0%

40.0 -10.0%

20.0 -15.0%
CAGR
-16.1%
(2022-27)

0.0 -20.0%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F

Demand for high-pressure aluminium die casting is high for automotive power train components such as cylinder
heads, engine blocks, and transmission cases. Light weighting of vehicle structures such as longitudinal members,
shock towers, and subframes are creating new opportunities. EV motor and battery housings generate demand.
EVs require aluminium components to increase drive range, charging speed, and safety. Recovery in automotive
production and growth in EV play a central role in growth of the Aluminium High Pressure Die Casting market
in the next 5 years.

215
 Figure 6.2: Aluminium High Pressure Die Casting Market Size and Growth
120.00 112.9
Estimate by Region, (USD Billion), 2018-2027F
105.0 7.38 8.4%
96.9 98.4 6.72
100.00 92.8 92.6
5.44 87.8 6.16
4.96 80.4 83.9 5.68
77.9 5.27
80.00 4.64 4.93
3.68 56.26
52.19 6.5%
45.73
Revenue (USD Billion)

43.49 48.71
43.19 45.69
60.00 41.16
37.64 39.41

40.00 5.3%
25.83 25.11 26.79
25.13 21.47 22.48 23.70
20.37 19.90 20.70
20.00
22.45
5.6%
19.92 19.23 16.21 16.49 17.12 17.86 18.73 19.78 21.02

0.00
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Americas EMEA APAC w/o India India (2022-2027)

Figure 6.3: Aluminium High Pressure Die Casting Market Size and Growth
Estimate by End User, Global, (USD Billion), 2018-2027F
21.85 4.6%
20.62
16.32 16.89 19.57
18.70
Revenue (USD Billion)

18.00
16.93 17.44
17.55

6.5%
91.02
80.60 84.42
75.92 78.78
69.79 73.88
63.50 66.46
60.36

CAGR (2022-
2027F)
6.5%
2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Automation Automotive

Regional Overview

Recovery of the automotive industry in the Americas is driving the growth in short-term. Americas market is
estimated to grow from USD 17.12 billion in 2022 to USD 22.45 billion in 2027 at a 5.6% CAGR. Light weighting
is a major focus area for leading automotive OEMs such as Ford, Jeep, and Tesla. Many are investing in large
giga press high-pressure die casting machines to produce large single-piece aluminium parts in body structures.

216
 Figure 6.4: Aluminium High Pressure Die Casting Market Size and Growth
Estimate by End User, Americas, (USD Billion), 2018-2027F
4.3%
6.01
5.70
4.62
Revenue (USD Billion)

4.77 5.43
5.20
5.01
4.86
4.94 4.74

6.0%
16.44
15.29 14.45 15.32
13.53 14.35
12.26 12.85
11.27 11.75

CAGR (2022-
2027F)

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Automation Automotive

EMEA market is estimated to grow from USD 20.7 billion in 2022 to USD 26.8 billion in 2027 at a 5.3% CAGR.
Major automakers BMW, Daimler, and Volkswagen are expected to achieve 20% electrification (the percentage
of EV cars sold) by 2025. Volvo Cars is leading the segment and aims to electrify 100% of its cars by 2030. In
February 2022, Volvo Cars announced plans to invest in mega casting techniques similar to Tesla to build next-
generation EVs that are lighter, stronger, and more efficient.

Figure 6.5: Aluminium High Pressure Die Casting Market Size and Growth
Estimate by End User, EMEA, (USD Billion), 2018-2027F
4.2%
5.90 7.49
6.11 7.06
Revenue (USD Billion)

6.72
6.45
6.10 6.25
6.36 5.93

5.7%
19.94 19.02 19.30
18.05
16.03 16.98
14.60 15.22
14.01 13.97

CAGR (2022-
2027F)

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Automation Automotive

Aluminium High Pressure Die Casting in APAC excluding India is estimated to grow from USD 41.2 billion in
2022 to USD 56.3 billion in 2027 at a 6.5% CAGR. APAC is characterized by large number of OEMs and
suppliers and a competitive production cost. The region’s high population, consistent demand for vehicles, low
cost of production, and China’s focus on EVs and its dominance in manufacturing are the driving forces. South
Korea and Japan are other leaders in EV adoption. The region is the largest Industrial Automation market because
of expanding industrialization and digitalization activities.

217
 Figure 6.6: Aluminium High Pressure Die Casting Market Size and Growth
Estimate by End User, APAC (Excluding India), (USD Billion), 2018-2027F
7.66 5.2%
7.21
6.81
5.33 6.47
Revenue (USD Billion)

5.52 6.19
5.96
5.76
5.74

48.60 6.7%
44.98
40.40 41.90
37.98 39.22
35.20 37.00
31.90 33.65

CAGR (2022-
2027F)

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Automation Automotive

Total Addressable Market (TAM) for the Aluminium High Pressure Die Casting Market
Total Market
Estimated TAM, TAM as % of
Region Size, 2022 (USD Comments
2022 (USD Bn) Total Market
Bn)
Global 83.9 83.9
Americas 17.12 17.12
20.70 20.70 TAM is 100% at global and all regional
EMEA
levels since the market size is assessed for
100%
41.16 41.16 automotive and industrial automation, the
APAC w/o India
two sectors in scope
4.9 4.9
India

TAM calculated for the following products: Applications in automobiles & automation industries

Overview of Indian Aluminium High Pressure Die Casting Market

Aluminium High Pressure Die Casting market in India is estimated to grow from USD 4926.8 million in 2022 to
USD 7377.0 million in 2027 at a CAGR of 8.4%. Government incentives (FAME II), stringent emission standards,
the push for cleaner fuels, and lower operating cost will drive EV adoption in India. This combined with the
ongoing recovery of automotive sales indicates high demand for aluminium cast parts in the country for the next
5 to 10 years. Demand for Aluminium high pressure die casting for automation products is expected to be lower
than in the automotive segment. The demand for aluminium enclosures and housings for automation products and
electric motors will witness sustained growth during the forecast period.

218
 Figure 6.7: Aluminium High Pressure Die Casting Market Size and Growth
Estimate by End User, India, (USD Billion), 2018-2027F
0.70 5.8%
0.65
0.61
Revenue (USD Billion)

0.47 0.58
0.55
0.49 0.53
0.51

0.51 6.68 8.7%

6.07
5.55
4.97 5.10
4.47 4.72
4.13 4.40

3.17
CAGR (2022-
2027F)
8.7%

2018 2019 2020 2021 2022 2023F 2024F 2025F 2026F 2027F CAGR
Automation Automotive

Total Addressable Market (TAM) for the Indian Aluminium High Pressure Die Casting Market
Estimated TAM, 2022 TAM as % of Total Market Product subcategories considered for TAM
USD 4.9 Bn 100% Applications in automobiles & automation industries

Competitive Landscape of Aluminium High Pressure Die Casting Market

Key Industry players - Global & India

Consolidate Metco, Nemark, Faist Group, Alcast Technologies, Arconic, Dynacast International, Gibbs Die Casting,
Bodine Aluminum, Martinrea Honsel, Leggett & Platt, Endurance, Sunbeam auto Pvt. Ltd., Rockmancycle, Endurance
technologies, Kailas toolings, MRT Castings, Oswal Castings & Lumel

The Global Aluminium High Pressure Die Casting market is characterized by large, medium, and small-scale
companies catering to the OEM and after-market requirements. With more than 1000 competitors, the market is
considered highly fragmented. The market size estimates of leading global companies (having presence across
major economies) indicate that 11 companies constitute a 15.1% market share. The United States alone has more
than 200 companies in the small and medium-scale revenue category (below USD 200 million). Many other
companies are based in China and Europe, given the strong presence of the automotive industry in these places.
Lumel holds 0.09% market share in the overall EMEA Aluminium High Pressure Die Casting Market.

Figure 6.8: Aluminum High Pressure Die Casting Market Share

Estimate, 2022, Global, (in %)

4.4% 2.9% 1.2% 1.1%

0.9%
1.5% 0.8% Nemak
0.8%
0.7% 0.4% Linamar Corporation
0.4%
Martinrea International
Aludyne
Consolidated Metco, Inc.
GF Casting Solutions
Dynacast
84.9% Fagor ederlan taldeo
Ryobi Die Casting

Note: Total Market Size = USD 83.9 Billion, 2022

219
The Indian market also is fragmented, with 100 to 200 companies operating in it. The top 3 companies hold a
combined 21.3% market share. The majority of participants are home-grown, and most do not have manufacturing
plants outside India though they serve both domestic and foreign clients.

Figure 6.9: Aluminium High Pressure Die Casting Market Share

Assessment, India, 2022
Endurance Technologies
7.9%
Jaya Hind Industries
7.6%

Rockman Industries
5.8%

Rico Auto
5.1%

Others Sunbeam
70.1% Lightweighting
Solutions
3.6%

Note: Total Market Size = USD 4926.8 Million, 2022

Technology Trends

Trend Description
Mega casting (also known as Giga-casting) is gaining popularity in the automotive
industry to reduce the number of components and weight of the vehicles.
Mega castings (large volume Italy-based Idra Group and LK Group are the only two suppliers of this high pressure die
castings, high force application) casting equipment. Idra’s equipment can handle high clamping force of 55 kN to 61 kN
and can push 80 Kg of molten aluminium into the casting mold.
Tesla pioneered the use of the Giga-press to produce chassis for its Tesla Y model.

Drivers & Restraints

Global Driver 1: Vehicle light weighting

Automakers are responding to climatic and environmental concerns about vehicle emissions by reducing vehicle
body weight to make them more fuel efficient. Electric Vehicles must be lighter than vehicles with IC Engines to
improve drive range and battery performance. To lower body weight by as much as 40% without compromising
safety, automakers are resorting to aluminium die cast parts because the material has outstanding mechanical
properties, high volume manufacturability at low cost, high dimensional accuracy, and higher stability of the
formed part. Aluminium is only one-third the weight of steel and has high malleability, which makes it easy for
rapid conversion of molten metal into a net shape-3D material.

Electric Vehicle sales is poised to grow at a 27% CAGR from 7 million in 2019 to 30 million in 2025. The shift
to EVs (and Hybrids) will be significant in Europe, the United States, and China where IC engine vehicle account
for more than 90% of sales. By 2030, more than 90% of vehicles sold in the United States and Europe, and more
than 60% in China, will be Hybrids and EVs, for which average cast content of aluminium will be double that of
ICE vehicles.

ICE Hybrid (PHEV) EV (BEV)

Average Aluminium Content per vehicle (Kg) 99 189 180

Impact-Medium Term Impact-Long Term

Product Category
(3 – 5 years) (6 – 10 years)
Aluminium High Pressure Die
Casting:

220
India Driver 1: Favorable policy changes

The Government of India is promoting its Make in India initiative with the Production Linked Incentive (PLI)
scheme, which attracted investment from Automotive companies worth USD 9480.3 million over a period of five
years starting Apr 2022. The primary objective of the PLI scheme is to boost the domestic manufacturing of
Advanced Automotive Technology (AAT) products by attracting investments across the manufacturing value
chain. The PLI scheme is expected to overcome cost barriers and create a robust supply chain to support
advancements in the industry including EVs. The overwhelming investment proposal that exceeds target
combined with political stability and favorable policy will boost automotive manufacturing in the country and
require aluminium die casting capability and capacity to meet those needs.

Impact-Medium Term Impact-Long Term

Product Category
(3 – 5 years) (6 – 10 years)
Aluminium High Pressure Die
Casting

Global Restraint 1: High cost

Aluminium Die Casting requires significant investment for initial equipment purchase and regular operation.
Companies that provide Aluminium High Pressure Die Casting look for long-term commitments from customers
before they invest in a new die. Because of the high cost of manufacturing, cannot commit to multiple suppliers.

Impact-Medium Term Impact-Long Term

Product Category
(3 – 5 years) (6 – 10 years)
Aluminium High Pressure
Die Casting

India Restraint 1: High initial and operating costs

The high cost involved in procuring and operating Aluminium Die Cast equipment hampers market growth
opportunities. However, market participants are betting on growing demand for automotive and electrical products
in the country backed by government initiatives to expand the domestic manufacturing value chain so the impact
of this restraint will be low during the forecast period. Few players such as Rishabh Instruments have already
incurred such costs and hence are ahead of the curve.

Impact-Medium Term Impact-Long Term

Product Category
(3 – 5 years) (6 – 10 years)
Aluminium High Pressure
Die Casting

MEGA TRENDS AND CRITICAL SUCCESS FACTORS

Key growth drivers

1. Favorable demographics
India is one of the fastest-growing economies, driven by a large population and favorable demographics.
A key reason behind its high growth is the large proportion of young working-class people that drives
strong consumer demand. From the 5th-largest economy in 2022 (nominal GDP), India has the potential to
become the 3rd-largest by 2030.

The working-age population is expected to grow from 65.7% in 2015 to 68% in 2030.

221
 PROPORTION OF POPULATION BY AGE GROUP, INDIA,
2015 AND 2030F

5.60% 8.50%

65.70%
68.00%

28.70% 23.50%

2015 2030F

0 - 14 years 15 - 64 years Above 64 years

Source: UN; World Bank; Frost & Sullivan

Figure 7.1: Proportion of Population by Age Group, India, 2015 and 2030F

In 2014, India’s median population age stood at 26.7 years (it was 37.0 in China, 45.9 in Germany, and
37.6 in the United States). India’s median age represents a large young population in the working-age
category, which fuels consumerism.

Working Age Population (15

2015 (in Bn) 2030F (in Bn) Trend
– 64 years)

India 0.86 1.03

China 1.01 0.97

Source: UN; World Bank; Frost & Sullivan Research

Figure 7.2: Working Age Population, India and China, 2015 and 2030F

In India, more than 140 million middle-income households are expected to be added between 2018 and
2030. Middle- and high-income households are expected to boost India’s incremental consumption spend
by about USD 4 trillion by 2030F. In addition, the increase in working-age population boosts talent
availability for technology and manufacturing companies. As a result of the growth in working-age
population and formal employment, India’s tax revenue will increase, and the government will use it to
invest in infrastructure.

Therefore, India is expected to witness high demand for additional manufacturing capacity, infrastructure
investments, and energy to meet the requirements of a growing working-age population and a booming
middle class. A result is that Indian Electrical Automation and Portable Test and Measurement market is
expected to grow at 7.8% and 5.1%, respectively, from 2022 to 2027F.

2. Urbanization
As of 2020, more than 4.3 billion people (more than half of world’s population) lived in urban areas. A UN
report estimates that people will continue to migrate from rural to urban areas to have a better standard of
living. By 2050, more than 6.6 billion people will live in cities, representing 67% of the global population.
Asia and Africa will witness the fastest urbanization rates. In India, the number of people living in urban
areas will increase from 483 million in 2020 to 876 million in 2050—an increase from 35% to 52.9%.
Between 2020 and 2030, India is expected to witness urbanization growth at 2%, while Africa will witness
the fastest growth at 3.1%.

Urban Population CAGR

2020 2030F 2050F
(in Bn) (2020 - 2050F)
Global 4.4 5.2 6.7 1.4%

222
 Urban Population CAGR
2020 2030F 2050F
(in Bn) (2020 - 2050F)
Americas 0.8 0.9 1.1 1.1%
Europe 0.5 0.6 0.6 0.6%
Asia 2.4 2.8 3.5 1.3%
India 0.4 0.6 0.9 2.7%
Africa 0.6 0.8 1.5 3.1%
Source: UN; Frost & Sullivan Research

Figure 7.3: Urban Population, 2020, 2030F, 2050F

Due to the overall growth in urbanization, governments across the world seek city-level solutions to
address local problems, resulting in the development of new products and new business opportunities that
bolster the industrial panel device and portable test and measurement equipment market. Product
categories are expected grow between 4% and 8% over the next 5 years. Companies that have local
presence in high-growth places such as India can capitalize on regional demand.

Urbanization in India will be driven by FDI in special economic zones, national affordable housing
schemes, and development of 100 smart cities. Consequently, the number of Mega Cities in India will
increase from 5 in 2019 to 7 by 2030, with Hyderabad and Ahmedabad entering the fray. As metro cities
reach saturation, rapid urbanization will begin in Tier II and Tier III cities. It is critical for companies to
cater to the boom in demand from Tier II and Tier III cities as well.

• In India, southern and western states such as Tamil Nadu, Telangana, Kerala, Maharashtra, and
Gujarat will see urbanization rates in excess of 50% by 2030.
• Northern and eastern states such as Bihar, Himachal Pradesh, and Assam will continue to have a
sizeable rural population (greater than 75%).

3. Digital consumption
The internet user base (a key indicator for digital consumption) is growing every year due to increasing
digitalization that reflects in the way we work, learn, and shop, and how businesses and governments
operate. Globally, end users rely on digital solutions to make financial transactions and connect with
people, for entertainment, and for other reasons that have a positive effect on lifestyle. The number of
internet users globally is forecast to grow at 3.9% to reach 5.6 billion by 2025. The majority of growth will
come from developing and underdeveloped nations.

2018 2019 2020 2021 2022 Trend

Internet Users (in Bn) 3.7 4.1 4.6 4.9 5.3

Annual Growth 9.4% 10.5% 11.4% 7.0% 8.2%

Global Population (in Bn) 7.6 7.7 7.8 7.8 8

Annual Growth 1.1% 1.1% 1.0% 1.0% 2.6%

Internet Penetration 48.9% 53.5% 59.0% 62.5% 66.3%

Population without
3.9 3.6 3.2 2.9 2.7
Internet (in Bn)
Source: UN; ITU; Frost & Sullivan

2019 2025 Trend

Internet Users, India (in Bn) 0.65 0.94

Credit & Debit PoS Growth, India (between 2019 & 2025) 400%

Internet Penetration, India 45% 65%

Figure 7.5: Internet User Statistics in Comparison to Population, Global & India, 2018-2022

223
 Figure 7.6: Internet User Statistics by Region, BN, 2022
9.0 100.0%
8.0 83.2% 89.5% 90.0%
8.0

7.0 80.0%
76.7%
70.0%
6.0 70.3%
5.30
66.3% 60.0%
5.0 4.4
64.3%
50.0%
4.0
39.7% 40.0%
2.83
3.0
30.0%
2.0 1.4 20.0%
1.00.86 1.1 1.06
1.0 0.7 0.61 0.5 0.45 10.0%
0.33
0.0 0.0%
Global Americas Asia Pacific Europe Middle East Africa India

Total Population (Bn) Population using Internet % Population using Internet

Source: UN: ITU; Frost & Sullivan

In India, the internet penetration rate is expected to increase to 65% by 2025. This is because a large portion
of financial transactions will become digital, enabling India to transition from a cash-based economy to a
digital economy. The number of cash payments is expected to decline from 4 in 5 transactions to 1 in 5
transactions between 2015 and 2025. The number of credit and debit card point-of-sale (POS) transactions
in India is expected to grow 4.5x times between 2019 and 2025.

Digital consumption has also increased significantly in the B2B sector. For instance, Zoom, a virtual
conference hosting software, grew its revenue more than 4X times in 2020 because the way companies
interact with their employees and clients changed. Metaverse is gaining traction to monitor industry
operations and to create virtual meeting rooms for clients and employees alike. B2B customer interaction
is poised to transform to digital platforms in the coming years.

Digitization is expected to directly drive demand for Sensors and Transmitters; Digital meters including
Multimeters, Panel Meters, and Multifunctional Instruments; and other industrial panel devices and
portable test and measurement equipment that enable automated data collection, analysis, and decision-
making.

4. Increasing industrialization

Industrialization is one of the pillars of growth for the Industrial Panel Devices and Portable Test and
Measurement market. Though the industrial contribution to GDP has hovered around 27% since 2015, the
absolute dollar value grew at a CAGR of about 10% between 2015 and 2020 (including the impact of
COVID-19), indicating a continuous capacity expansion across industries.

224
 Figure 7.6: Contribution of Industrialization to overall real GDP, Global,
2015-2022
120.0 28.5%
97.3 101.0
100.0 28.0%
86.1 87.5 85.2 28.0%
81.0 27.5%
75.0 76.3
80.0 27.2% 27.2%
27.0%
60.0 26.3%
26.8% 26.7% 26.5%
26.8%
40.0 26.2% 28.3
23.4 23.4 22.3 26.5 26.0%
20.1 20.1 21.7
20.0 25.5%

0.0 25.0%
2015 2016 2017 2018 2019 2020 2021 2022

Industrial Contribution to GDP (USD Tn)

Real GDP (USD Tn)
Industrial Contribution to GDP (% Contribution)

Source: World Bank, Frost & Sullivan

Industrial Contribution includes construction (physical infrastructure such as bridges and houses and
all public infrastructure), manufacturing, mining, electricity, water, and gas. Sale of Real Estate and
sale of constructed houses is not accounted.

Frost & Sullivan expects that the industrial contribution to GDP will grow beyond the average of 27% in
the coming years due to the easing of supply constraints, enhanced operational efficiency, and growing
consumer demand. Supply issues are exacerbated by the surge in demand for electronics and geopolitical
issues surrounding the Russo-Ukrainian War and the US-China trade war. Industries and governments
across the globe have developed new strategies to restrengthen the supply chain ecosystem.

An emphasis on improving industrial output through use of next-generation technologies is outlined in the
United Nations’ Sustainable Development Goals 2030. Initiatives to implement Industry 4.0 principles are
gaining traction across all verticals as companies experience benefits such as lower labor dependency,
enhanced efficiencies, better product quality, and increased agility to develop new revenue streams and
business models. Leading companies have also started to conceptualize Industry 5.0 to enhance
virtualization, better integrate value chains, and improve decision-making processes. The implementation
of Industry 4.0 and 5.0 concepts require the integration of sensors, devices, digital platforms, and
automation systems at various levels in the factory.

Figure 7.7: CAGR of industrial output contribution to GDP, global and

selected countries, 2009 to 2022

Global 2.7%

United Kingdom 0.7%

Japan 1.3%

USA 1.8%

Germany 2.2%

India 4.9%

China 7.1%

225
 Source: World Bank, Frost & Sullivan

India in particular stands to gain from the easing of supply chain problems and the increased focus on
manufacturing. Government initiatives such as Make in India and incentives for FDIs are attracting
electronics and semiconductor manufacturers from around the world. India’s industrialization contribution
has been growing significantly over the last decade and is second only to China. Industrial output has grown
approximately by 2.1% from 2009 to 2022, despite the impacts of a recession and COVID-19. Over the
next five years, it is expected that higher labor costs and geopolitical issues in China will divert global
industrial investment plans towards India and increase demand for all electronic products including
Industrial panel devices and portable test and measurement instruments.

5. Rising infrastructure investments

Infrastructure investments are increasing globally, specifically in the water and energy sector to meet
sustainability goals. Sustainability and Net Zero are key focus areas of this decade, and industries are
developing strategies and making investments to reduce their carbon footprint. Governments across the
globe are creating policies to support green infrastructure development. For instance, government agencies
in India are implementing regulatory and funding mechanisms to open the water and wastewater treatment
market for private investments. Investments in power infrastructure have increased with adoption of smart
online sensors to enhance energy efficiency by optimizing asset performance.

Figure 7.8: Solar PV Annual Capacity Addition Forecast by

Region (in GW), 2021 and 2030F
Europe North America Latin America Asia Pacific Middle East Africa

249.23
9.25 18.7%
9.9
15.8%

135.2
191.6 8.8%
6
1.98
2.64

89.97
5 2.2%
4.1 35.42
5.1%
16.95
21.08 33.08
8.5%
2021 2030 CAGR
Source: Frost & Sullivan Research

Across the globe, sustainability goals are pushing investments specifically in green energy such as Solar
PV plants. The global solar PV capacity is expected to increase from 135 GW in 2021 to 250 GW by 2030
at a CAGR of 7%.

In summary, increasing investments in water, wastewater treatment, power distribution, and the renewable
energy sector will boost growth opportunities for solar inverters, electrical automation systems and
metering, and control and protection devices. Such infrastructure investments result in increased demand
for Electrical Automation equipment such as Sensors and Transmitters, HMI etc.; Portable Test &
measurement equipment such as Digital Multimeters, Electrical testers, Logic analyzers, Network
analyzers, Power meters etc.; and Metering, Control and Protection Devices. These product categories are
expected to witness a growth between 5% and 8% over the next 5 years.

226
Mega Trends

A. Autonomous World

Advancements in electronics, connectivity, and communication technologies have led to the rise of a digital-
centric world and enabled the emergence of autonomy across multiple industries. Autonomous solutions are
a combination of software and hardware entities that can function independently on behalf of the owner. The
solutions, a part of the technical environment, sense a system’s current state and perform actions on it in
pursuit of its preprogrammed or self-learned goals.

Autonomous solutions will become essential for end users and enterprises alike. Use cases are:

✓ Personal use, e.g., household tasks such as cleaning and lawn maintenance; transportation; healthcare
✓ Professional applications, e.g., updating inventory availability status; pricing based on demand
forecasting; fraud detection etc.
✓ Industrial applications, e.g., managing inventory; helping workers carry out routine and high payload
tasks; process and quality control; equipment maintenance etc.

Impact – Impact –
Product Category Med Term Long Term Comments
(3 – 5 yrs.) (6 – 10 yrs.)
The demand for sensors, temperature controllers, electrical
transducers, and I/O converters will increase for data
Electrical generation, collection, and transmission needed to realize
Automation autonomous applications in industries and commercial setups.
Automation will drive demand for products catering to
autonomous solutions.
There will be a rise in demand for smart power measurement
Metering, Control
and management instruments such as power factor controllers
and Protection
and digital panel meters that enable autonomy of industrial,
Devices
commercial, and utility systems.
Test and measurement equipment is required to validate product
performance in R&D, manufacturing, and certification stages of
various electronic and electrical components that go into
Portable Test and
autonomous systems. DAQ, network analyzers, power clamp
Measurement
meters, electrical testers, and digital multi-meters will be
required to validate the performance and functionality of the
systems.
As the shift to renewable energy such as solar power increases,
Solar String
inverters with autonomous smart features will be required for
Inverters
intelligent energy and grid management.
Growth in Autonomous Vehicles and the resulting need for
Aluminium High lightweight structures (e.g., Connectors, Sensor and lidar
Pressure Die Casting housings) for the body will positively impact the Aluminium
Die Casting market.
Source: Frost & Sullivan Analysis

Automation is expected to be the biggest driver for the Industrial Panel Devices and Portable T&M market.
Sensors, Controllers, Test & Measurement systems, and electromechanical systems will be the building
blocks for a world rich in automation.

B. Connected Living

By 2030, it is expected that there will be more than 20 connected devices per human. Over the last decade,
we have been rapidly moving to an environment where all of us are always connected.

2020 2030F CAGR

Connected Device
30.4 200.0 20.7%
Sales (Bn)
Source: Frost & Sullivan Research
Figure 7.9: Connected Devices Sales, Global, (Units in Bn)

227
 An increasingly digital/connected way of living will have a profound effect on a wide range of applications
at home, at work, across cities, and across industries. Consumers now expect fluid, personalized, and unified
experiences that can be achieved only when devices seamlessly connect, data flows, and networks work in
perfect harmony. Connected living through connected cities, connected homes, and connected workplaces
will lead to the emergence of new product applications, business models, technologies, platforms, and
services. IoT devices, 5G/6G, AR/VR devices, connected cars, digital platforms, and automation and control
systems will witness significant growth. As the world moves towards ubiquitous connectivity, the need for
more data centers is expected to surge (data is set to increase to 163 ZB by 2025). The need to enable
connectivity, test connected devices across various stages of the product life cycle and implement remote
monitoring systems will be a key driver for the Industrial Panel Devices and Portable T&M market.

Impact – Impact –
Product Category Med Term Long Term Comments
(3 – 5 yrs.) (6 - 10 yrs.)
The demand for sensors, transmitters, HMIs, and I/O converters
Electrical
will directly increase as a result of this Mega Trend to connect
Automation
all assets, facilities, and personnel.
Metering, Control There will be a rise in demand for connected, smart power
and Protection measurement and management instruments as cities, utilities,
Devices and residential buildings look to modernize their facilities.
The need to develop and deploy electronic devices with
continuous connectivity requires multidimensional testing
Portable Test and including basic electronic and electrical parameters and RF and
Measurement power parameters. Therefore, network analyzer, power clamp
meters, DMMs, and electrical testers will witness increased
demand.
The need for sustainable living will increase the demand for
Solar String solar string inverters that are connected to the cloud and can
Inverters perform energy consumption analysis and inform the user
accordingly.
Aluminium High High Pressure Aluminium Die Cast components will witness
Pressure Die Casting increased demand as it will find application in connected cars.
Source: Frost & Sullivan Analysis

C. Industry 5.0

Automation and connectivity have percolated across all spheres of life including the manufacturing supply
chain, and companies have gradually implemented Industry 4.0 principles over the last decade. Industry 4.0
primarily focuses on automation to improve efficiency and productivity. Interconnectivity between
machines, Mass customization, intelligent supply chain, reducing human involvement, and manufacturing
of smart products are the main themes.

228
Source: Frost & Sullivan Research
Figure 7.10: Key Aspects of Industry 5.0

As Industry 4.0 reaches maturity over the next 5 to 10 years, global leaders are looking at Industry 5.0, which
is considered the next frontier in industrial revolution (5th Industrial Revolution or 5IR). Industry 5.0 will
center on building smart and sustainable factories based on autonomy to develop solutions that enhance the
customer experience. Design-centric product life cycle management, hyper customization, responsive and
distributed supply chain, human-machine collaboration, and interactive products are its main characteristics.
Industrial Panel Devices and Portable Test & Measurement equipment will play a pivotal role in this
evolution.

In Industry 5.0, with better automation of the manufacturing process, businesses will be able to generate
more revenue from the servicization of products. This will be possible with effective data monetization and
real-time data coming in from the field. The number of connected sensors and systems that will enable
advanced factory and industrial automation will grow from 3.7 billion in 2021 to 11.7 billion in 2026 at a
CAGR of 22.8%.

Impact – Impact –
Product
Med Term Long Term Comments
Category
(3 – 5 yrs.) (6 - 10 yrs.)
As factories invest in more automation and autonomous production,
Electrical the demand for all electrical automation components (sensors and
Automation transmitters, HMI, temperature controllers, chart recorders, electrical
transducers, I/O converters) will increase.
Metering,
Control and The focus on sustainable production and operation will increase
Protection demand for energy- efficient power management systems.
Devices
Advancing factory automation requires product development in
accordance with technologies that are fast, reliable and safe.
Portable Test Therefore, Digital Multimeter (DMM), and Electrical Testers will
and witness more demand to validate the performance during
Measurement commissioning and operation of factory systems. Network Analyzers
and Power meters will be required to validate RF-related devices in
the Industry 5.0 ecosystem.
As factories shift to renewable energy sources, demand will increase
Solar String
for solar string inverters that are the mainly found in rooftop
Inverters
installations.

229
 Improved electrical performance of automation systems is required as
Aluminium Industry 5.0 implementation begins. It will require Aluminium High
High Pressure Pressure Die Casted electrical enclosures, housings, and heat sinks.
Die Casting Electric motors required in capacity expansion will further add
demand for High Pressure Die Casting.
Source: Frost & Sullivan Analysis

D. Digital Reality

Digital Reality refers to the use of Augmented Reality, Virtual Reality, and Mixed Reality to enhance user
experience. Digital Reality has value in industry (e.g., wide implementation of digital twins, improved
guidance for equipment operation and maintenance, faster product innovation etc.) and consumer uses (e.g.,
games, social media, retail showcasing, connected cars etc.). While Digital Reality will accelerate the growth
of hardware such as AR/VR headsets, gaming consoles, PCs and Laptops, it will also generate significant
demand for data centers to sustain the software platforms that enable virtual worlds, virtual experiences,
NFTs, and virtual meeting rooms. Connected cars is another attractive segment that will embed VR in ride
sharing, retail experience, and for collaborative design efforts.

Automotive VR CAGR (2023F –

2023F 2030F
market 2030F)
Connected Cars with
Built-in VR (Sales in 0.1 8.0 78.3%
Mn)
Source: Frost & Sullivan Research
Figure 7.11: Automotive VR Market: Connected Cars with Built-in VR, Global, (Unit Sales in Mn)

Impact – Impact –
Product Category Med Term Long Term Comments
(3 – 5 yrs.) (6 - 10 yrs.)
The demand for sensors, transmitters, electrical transducers, and I/O
Electrical
converters will increase in order to manufacture AR/VR headset and
Automation
devices.
Metering, Control
Metering, Control and Protection Devices will be used in power
and Protection
management of data centers that enable digital reality experiences.
Devices
Portable T&M instruments will find demand to develop AR/VR headsets
Portable Test and and verify operation of data centers that enable digital reality on a wide
Measurement range of applications. DMMs, Electrical testers, Network analyzers, and
power meters will witness a positive impact from this trend.
Solar String This Mega Trend is not expected to affect the solar string inverters
Inverters market in the medium or long term.
Aluminium High
This Mega Trend has no direct impact on the market.
Pressure Die Casting
Source: Frost & Sullivan Analysis

E. Data as 21st Century Oil

Data as 21st century oil refers to the act of productizing data and trading it through bartering, brokering,
and/or business intelligence models that analyze it to offer critical insights. The amount of data generated is
witnessing a growth curve like never before. Businesses and economies are looking into more and more ways
to capture this raw data and analyze it using the latest data science methods to reveal powerful insights that
shape future decisions.

2020 2025F CAGR

Global volume of data
64.2 180 22.8%
generated (in zettabytes)
Source: Frost & Sullivan Research
Figure 7.12: Growth of data, Global

The electrical automation market consisting of sensors that collect data and data acquisition systems that
aggregate and communicate data are expected to witness the highest growth. Data-driven business models

230
 for power management, test and measurement, and electrical automation products offer new growth
opportunities based on this Mega Trend.

Impact – Impact –
Product Category Med Term Long Term Comments
(3-5 yrs.) (6-10 yrs.)
The demand for sensors and transmitters, electrical transducers,
Electrical
HMIs, and I/O converters will increase for data generation,
Automation
collection, and transmission applications.
There will be a rise in demand for smart power measurement
Metering, Control instruments such as digital panel meters and management
and Protection instruments such as power factor controllers that enable
Devices companies to extract data from the field. Using this data,
companies can create new data-driven business models.
Growth in data consumption has triggered a continued
investment in data centers, which are projected to grow at a
Portable Test and
CAGR of 11.1% from 2021 through 2031. DMMs, Electrical
Measurement
testers, Power analyzers, and power meters are expected to
witness increased demand.
As the shift to solar power increases, smart features can be
Solar String Inverters
embedded in inverters to collect, analyze, and monetize data.
Automation solutions, which are critical for collecting and
Aluminium High monetizing data effectively, require high-performance
Pressure Die Casting enclosures and housings, thereby positively affecting the Al
HPDC market.
Source: Frost & Sullivan Analysis

F. Smart Retail

Dynamic trends in consumer behavior and an increase in demand for personalized experiences have
transformed the global retail industry. Physical retail stores are expected to become smart, automated,
sustainable, and serve as a bridge to eCommerce to enhance the brand experience.

Smart retail refers to the use of IoT-based devices and technology to enhance the conventional customer
experience and improve sales efficiency. This is achieved by implanting smart sensors and devices at the
storefront to collect various types of data and offer customers a more personalized and seamless brand
experience. In the backend, the store makes use of smart energy management systems and next-gen
renewable power sources to enhance energy sustainability. New power management systems comprising
current transformers, digital panel meters, and power factor controllers with improved safety and reliability
will be vital to the realization of smart retail shops. In addition, rooftop solar systems for renewable energy
harnessing will become a necessity for green facilities.

This Mega Trend will increase the demand for industrial automation components such as sensors and
temperature controllers. Power management systems such as Metering, Control and Protection Devices and
solar string inverters market are also expected to be impacted positively by this trend because of the demand
for smart, energy-efficient, and sustainable retail chains.

2019 2027F CAGR

Global smart retail devices
17.4 74.7 19.9%
market size (USD Bn)
Source: Frost & Sullivan Research
Figure 7.13: Smart retail devices market size, Global

Impact – Impact –
Product Category Med Term Long Term Comments
(3-5 yrs.) (6-10 yrs.)
The demand for sensor and transmitters, electrical transducers,
Electrical
HMIs, and I/O converters will increase as new smart retail
Automation
stores will require the basic equipment and IoT infrastructure.

231
 There will be a rise in demand for power measurement and
Metering, Control
management instruments such as current transformers, digital
and Protection
panel meters, and multifunctional equipment as companies look
Devices
to make their retail stores more energy efficient.
Smart retail adoption will drive growth in validating
performance of IoT devices and the operational verification of
Portable Test and
systems. DMMs and Electrical testers will find major adoption
Measurement
in verifying the automation and electrical systems deployed in
smart retail.
Retail stores will use renewable energy as the power source,
Solar String especially in developing economies. As most will be rooftop
Inverters solar PV installations, there will be a rise in demand for solar
string inverters.
Aluminium High
Die cast components may be used for some advanced
Pressure Die
autonomous machines.
Casting
Source: Frost & Sullivan Analysis

G. Uberization of Industries

Uberization refers to the development of new business models that capitalize by connecting various kinds
of service providers to customers over a digital platform. On-demand access to services, location-based
services, mobile-based digital platforms, demand-based pricing, and removing the middleman are salient
characteristics of an uberised business model.

Uberization unlocks value for customers and suppliers. For customers, it reduces costs extensively and
ensures the highest level of service availability; for suppliers, it ensures enhanced asset utilization, higher
revenue, and flexible work arrangements. Uberization is a digital-first approach that utilizes the power of
data, IoT technology, and the internet to efficiently deliver and streamline complex services.

Examples are on-demand, app-based transportation services, healthcare and wellness services, educational
services, home cleaning and maintenance services, and legal services.

Impact – Impact –
Product Category Med Term Long Term Comments
(3-5 yrs.) (6-10 yrs.)
The demand for sensors and transmitters, HMIs, and I/O
Electrical
converters will increase slightly as the demand for new
Automation
industrial machinery such as 3D printers increases.
Metering, Control
The demand for Metering, Control and Protection Devices such
and Protection
as power supplies and battery chargers are expected to increase.
Devices
Uberization of industries will lead to setting up of extensive
networking capabilities in factories, which will result in demand
Portable Test and
for field test instruments to test network and operational
Measurement
conditions of equipment responsible for providing
manufacturing services.
Solar String This Mega Trend is inclined toward services and software rather
Inverters than products, so the impact is low.
Aluminium High On-demand manufacturing of custom parts has a moderately
Pressure Die Casting positive impact on Aluminium High Pressure Die Casting parts.
Source: Frost & Sullivan Analysis

H. Towards Zero

Climate change is a global reality that governments and industries are taking steps to address without
sacrificing economic growth. Towards Zero is a vision to build a world with zero carbon emissions, zero
carbon, and zero pollution. The Paris Agreement also focuses on the mission of achieving net zero by the
second half of the 21st century.

Implementation of sustainability principles has gained significant momentum primarily because of the
increasingly stringent regulations imposed by governments across industry sectors and customer demand for

232
 sustainable practices. Sustainability is becoming a core business strategy for many companies. Access to
cheaper capital, increased interest from investors, government incentives, and enhanced brand image have
led companies to consider sustainability as a pillar of growth. The shift toward a green economy is
influenced by the Sustainable Development Goals that the United Nations developed in 2012. The
framework suggests two ways to realize net zero: decrease energy waste by adopting efficient energy
management practices and reduce non-renewable energy usage by switching to sustainable power sources.

Both approaches have a very high impact on the Industrial Panel Devices and Portable Test & Measurement
market. Renewable energy practices will increase demand for power management components such as
inverters and power transmission components. Electrical automation and portable test and measurement also
will benefit.

2021 2025F CAGR

Investment (USD Tn) 37.8 53 8.8%
Source: Frost & Sullivan Research
Figure 7.14: Investment in Environmental, Social, and Governance Assets, Global

Impact – Impact –
Product Category Med Term Long Term Comments
(3-5 yrs.) (6-10 yrs.)
This is expected to be due to the rise in demand for electrical
Electrical automation components such as temperature controllers, chart
Automation recorders, and I/O converters for integrating sensors into PLCs,
driven by the need for facilities to become sustainable.
The trend is expected to increase demand for retrofitting old
Metering, Control
power management systems and increase need for energy-
and Protection
efficient power management and distribution systems for newer
Devices
buildings.
Surge in penetration of Electric Vehicles and renewable energy
Portable Test and
systems will drive demand for T&M instruments in R&D,
Measurement
manufacturing, and field applications.
The global move toward renewable energy sources and
Solar String
sustainable energy practices will directly impact solar string
Inverters
inverters for solar PV installations.
Aluminium High Aluminium Die Cast parts will be required to manufacture low
Pressure Die Casting body weight vehicle structures for EVs.
Source: Frost & Sullivan Analysis

SWOT Analysis for the Indian Market

Electrical Automation

STRENGTHS WEAKNESSES

• Strong demand in process industries such as oil • Slow rate of digital transformation in Indian
and gas, petrochemicals and semi conductors, industry, especially among SMEs
mainly because of digitization initiatives • Most electrical automation components are
• Upcoming government investments in new smart imported. A weak manufacturing base in India
city and smart building projects expand the market puts the industry at risk
for sensors, transmitters, and other electrical
automation components.
• Government incentives to set up semiconductor
manufacturing and fabrication ecosystem.

OPPORTUNITIES THREATS

• Upcoming demand in the automotive sector for • Indian players risk of losing out to global players
sensors and transmitters, especially in the EV if manufacturing of electrical automation
manufacturing segment components is not strengthened in India.
• Building automation and energy management is a • Acquisition of Indian players by global players to
fast-growing consumer segment in India, and capture market share.
demand for electrical automation components will
grow.

233
Metering, Control and Protection Devices

STRENGTHS WEAKNESSES
• Manufacturing base of India is very strong in this • The market is consolidating at the top in India.
market segment. Almost all major market players Major players are acquiring competitors’ business
have production facilities across India to cater to to increase market share. This may lead to the top
domestic demand. 3-4 players limiting market growth and restricting
• The presence of global players in the Indian new entrants.
market ensures high availability of high-quality • The market is still price sensitive and there is a
products to cater to critical end-user industries. tendency to buy lower-priced products, which
may compromise quality.
OPPORTUNITIES THREATS
• Upcoming government infrastructure projects in • Global companies have a strong brand presence,
new metro stations and railway stations will brand equity, and distribution network, which will
present an opportunity for market expansion. pose market entry and sustenance challenges for
• Retrofit and replacement activities in industries to local players.
ramp up energy efficiency will accelerate market
demand.

Portable Test & Measurement

STRENGTHS WEAKNESSES
• Regulations set by government, industry, and • Low CAPEX allocation by end users for test
standards bodies to ensure desired level of instruments hampers revenue growth.
performance and safety of products mandate use • Demand for low-cost instruments increases
of portable test and measurement equipment. competition and drives down revenue.
• Favorable demographic growth drives
consumerism, which results in the need to validate
electronic, digital, and power systems.
OPPORTUNITIES THREATS
• The Make in India initiative will drive capacity • Geopolitical disruption causing supply chain and
expansion activities in end-user industries operational challenges
including electronics and automotive, which will
present more demand for Portable T&M.
• Emergence of Industry 4.0 emphasis on data-
based decisions drives the demand for test
instruments with advanced features. It enables test
equipment OEMs to overcome technology
maturity and price challenges.

Solar String Inverters

STRENGTHS WEAKNESSES
• High domestic demand for string inverters as • The market is driven by price, warranty, and after-
residential, commercial, and industrial end users sales service.
shift to sustainable energy practices • Inverters are all imported. A weak manufacturing
• Technology advancements are making string base in India puts the industry at risk. Prices are
inverters preferrable over central inverters even determined by Chinese players.
for utility projects with bigger capacity designs.

OPPORTUNITIES THREATS
• String inverters are replacing central inverters • The market is dominated by Chinese players,
because of their low LCOE. threatening entry and sustenance of Indian
• Demand for renewable energy and sustainable players.
practices in commercial buildings will present
new opportunities for market expansion.

234
Aluminium High Pressure Die Casting

STRENGTHS WEAKNESSES
• A well-established automotive industry value • The highly fragmented nature of the market
chain (especially the presence of OEMs) in India affects financial margins.
• The growing purchasing power of consumers and • High barrier to market entry and capacity
the increasing demand for 2W and 4W vehicles expansion due to the high capital cost of
will continue to drive the market. equipment

OPPORTUNITIES THREATS
• EV is growing at a rapid pace globally. Given that • The growing focus on securing local supply
Aluminium Die Casting companies export chains by governments globally may have an
products to European and US customers, the impact on the export market.
opportunity should be capitalized through • Global geopolitical disruption impacts the supply
strategic partnerships with overseas OEMs and of semiconductors to the automotive industry.
secure contracts. This reduces orders for aluminium die cast
• The Make in India initiative to expand the components as a chain reaction.
automotive industry especially EV market will
present more demand for Aluminium High
Pressure Die cast components in the next five
years. EV manufacturer Tesla expected to make a
significant investment in India to explore
opportunities in electric mobility and commercial
space sector.

Critical Success Factors

Product Segment Critical Capabilities Key Technologies

• The electrical automation market is led by established
players that already possess strong brand equity. To
effectively compete, a strong brand equity is essential. • IoT-based innovations in
• A wide portfolio of high-value products is important products, including cloud
Electrical Automation
because end users prefer to use one vendor for all connectivity, edge computing
automation-related products.
• After-sales service and maintenance support build trust
and renewable business.
• Advanced Metering, Control
• The mature market has large, established players, so
and Protection Devices based
competitive price positioning is important to gain
on IoT concepts provide
Metering, Control and market access.
better protection,
Protection Devices • Product availability through a deep dealer and
measurement, and isolation
distribution network is imperative to develop brand
features.
value and compete with international players.
• Cloud connectivity and
software-enabled remote data
management capabilities for
portable instruments is
• Competitive pricing of reliable products can win more gaining significance to better
Portable Test and customers. manage a large number of
Measurement • Ease of use, advanced feature integration, and after-sales tests.
support are important to customers.
• Integration of multiple
functions in one tester reduces
the need to carry numerous
devices.
• Most market leaders are Chinese manufacturers. Local
manufacturing infrastructure ensures reliable supply and
reduces dependence on foreign manufacturers. • IoT-based energy
• After-sales service and a long product warranty management software and
Solar String Inverters demonstrate vendor commitment and build trust with solutions
customers. • Easy-to-install and
• Partnerships with local renewable project developers -maintain designs
and distributors open access to big-ticket commercial
and utility orders.

235
 • Investments in large die
• Reduction of scrap, high product quality, timely
casting machines to produce
delivery, low cost, and faster returns on investment are
large structures is gaining
competitive advantages.
traction.
Aluminium High • R&D investments to advance production process
• The degree of automation in
Pressure Die Casting capabilities and develop and manufacture new
machines is increasing to
aluminium alloys are important, as is manufacturing
improve, production
flexibility.
efficiency, traceability, and
material handling capabilities.

Key Differentiators of Rishabh Instruments

Rishabh is a leading technology-driven engineering company engaged in the global manufacturing of electrical
and electronic products and aluminium high pressure die castings catering to a variety of industries. Rishabh is a
global leader in manufacturing and supply of analog panel meters and is among the leading global companies in
terms of manufacturing and supply low voltage current transformers. Lumel is one of the leading non-ferrous
pressure casting players in Europe. With over 145 product lines and catering to over 3000 customers globally,
Rishabh Instruments has undisputedly positioned itself as a leading player within the space.

Key market positioning of Rishabh Instruments, globally and locally:

Global

❖ Global leader in manufacturing and supply of Analog panel meters

❖ Leading global companies in terms of manufacturing and supply of Low voltage current transformers
❖ The most popular brand in Poland for meters, controllers, and recorders (Lumel).
❖ Lumel is a leading player in non-ferrous pressure casting in Europe. The Lumel Alucast factory melts
20 tons of aluminium per day and produce 35,000 castings per day. European car production is 9.9
million units/annum and Lumel produces 3 million of aluminium cast housing for the car compressor
makes it one of the leading die-cast players in Europe.
India

❖ Number 1 player in Electrical transducers in India

❖ Number 1 player in Split Core Current Transformers in India
❖ Number 3 player in the Digital Panel Meters in India
❖ Number 2 player in Portable Test & Measurement (multimeter and clamp meter) and an emerging player
in insulation testers
❖ First company in India to Design, Develop & Manufacture Solar String Inverters end to end.

Key strengths of Rishabh Instruments are

1. Vertically integrated State-of-the-art operation facilities, backed by strong manufacturing

capabilities: Rishabh Instruments is currently operating 5 manufacturing facilities (of which 2 are in
Nasik, India) spread across 3 countries: India, Poland and China. All facilities are vertically integrated
with end-to-end product development capabilities from concept design to bulk manufacturing, with
dedicated R&D units. Rishabh believes in extensive investments in infrastructure including plant,
machinery and modern equipment’s. The DNA of the organisation is to develop one product having
global acceptance.

• Rishabh has a product portfolio with over 145 product lines, 0.13 million product SKUs and
0.24 million total SKUs including spares.
• Having manufacturing facilities across the globe provides flexibility to seamlessly migrate
production processes from different facilities in case of emergencies.
• In addition, it has 2 modification centers – one each in UK & USA.
• At Rishabh Instruments, under all product segments, 99% of manufacturing operations are done
in-house (in India) and only 1% of the total turnover is spent on outsourcing processes.

This flexibility between manufacturing facilities has allowed Rishabh to plug gaps in product offerings across
price and performance parameters

236
 2. Comprehensive Product Test Facility: Rishabh operates a NABL-accredited testing lab that facilities
EMI-EMC testing, Environmental testing, Safety testing, Life Cycle testing and Electro-technical
calibration.

EMI-EMC Testing - EMI (Electromagnetic Interference) affects the functioning of an electronic device. Sources
of EMI can sometimes occur naturally, but more often, the EMI source is another electronic device or electrical
system. EMI (Electromagnetic Compatibility) is a measure of a device's ability to operate as intended in its shared
operating environment while it should not affect the ability of other equipment within the same environment to
operate as desired. These testing are extremely essential and critical part of any electronic device performance.

Rishabh has state of the art EMI-EMC (NABL accredited) test facility with Radiated 3m Shielded Semi An-echoic
Chamber. The facility is equipped with world-class infrastructure, high-end latest generation instruments to
conduct accurate analysis and test for EMI / EMC compliance as per requirements of International standards. The
testing is performed automatically and controlled through software

The EMI/ EMC laboratory provides below mentioned test facilities

▪ Radiated Immunity / Susceptibility Test
▪ Radiated Emission (Re) Test
▪ Electrostatic Discharge (Esd) Test
▪ Voltage Dips and Interruption Test
▪ Electrical Fast Transient/Burst Immunity Test
▪ Electrical Fast Transient/Burst Immunity Test
▪ Surge Immunity Test
▪ Radio Frequency Conducted Susceptibility
▪ Power Frequency Magnetic Field Test

The in-house NABL accredited EMI-EMC test facility provides Rishabh a unique leading edge over its
competitors and brings down the cycle time of product development resulting into overall reduction in the Go To
market time. The lab also provides an opportunity to test the products of other companies generating a separate
business revenue model for the company.

3. Strong and diversified Product Portfolio and Services: Rishabh is an extremely customer centric
organization which listens to customers regularly and develop/ modify products/services regularly,
resulting in strong and diversified product portfolio and services. Rishabh provides a wide range of
products in each of the following product segments: Electrical Automation; Metering, Control, and
Protection Devices; Portable Test and measurement, Solar String Inverters, High Pressure Aluminium
Die Casting. The High-pressure Aluminium die casting business from Lumel also helps the company to
bring new customers for the electronic and electrical products. As the Aluminium die castings are mainly
used by big automotive, automation and other industrial customers, it eventually opens business doors
for products from the other segments thus building synergy between the two business units. The
diversified product portfolio helps Rishabh to retain its customers and strengthen cross-selling efforts
across product portfolios

• Rishabh also provides strong software platform solutions (MARC) under ESL (Energy Solution
Lab), which supports total integration of intelligent products supplied by all types of
manufacturers.

• Key services that Rishabh provides are

➢ Electronic Manufacturing Services (EMS) - Rishabh is an emerging player in one of

the fastest growing EMS business segments which is currently lead by players like
Syrma SGS Technology Pvt Ltd, Dixon Technologies India Ltd, Amber Enterprises
India Ltd etc. providing huge future growth opportunity for the company. (The total
addressable EMS market in India is expected to grow to USD 135 Billion in FY26 with
a CAGR of 30.3%)

➢ Mould Designing and Manufacturing

237
 ➢ EMI/EMC Testing

4. Global Customer Base: Serving over 3000 customers globally, Rishabh has an extremely wide customer
base spread across the globe ensuring the avoidance of business risk due to concentration and dependency
on a few big customers. At the same time, the product developed for these customers has wide
applicability which avoids risk of ceasing any product line due to the loss of a particular customer. In the
electrical segment, Rishabh's top 5 domestic customers account for 14.67% sales revenue and the top 5
overseas customers account for 6.30% sales revenue. In the High-pressure aluminum die casting
segment, Lumel's top 5 customers in Poland account for 14.83% sales revenue and the top 5 International
customers account for 49.61% sales revenue.

Figure 7.15 – Revenue contribution by region, and by customers, 2022-23

5. Extensive network of sales partners in India and across the globe: In India, Rishabh has an extensive
network of 175 distributors across 81 districts with direct sales conducted through 8 sales and marketing
offices which house 53 engineers and 24 sales personnel. 8 Sales and Marketing office locations in India
are at New Delhi, Kolkata, Mumbai, Ahmedabad, Pune, Chennai, Bangalore, Hyderabad, and resident
sales engineers in 10 cities.

Globally, Rishabh has access to over 100 countries through 5 sales and marketing offices and a 339
strong global network of distributors with as of May 31st, 2022. Rishabh has 164 stockists to catering to
international customers across 70 countries including Germany, USA, UK, Australia, Middle East, etc.
Lumel has 15 stockists in Poland and 20 stockists outside Poland. Lumel resident sales engineers are in
UAE, Hungary, Taiwan, Spain, Germany & Cyprus. This extensive network allows the company to
provide an array of delivery options while servicing multiple delivery locations despite local-level sales
or distribution disruptions.

6. Strong R&D Focus: Rishabh is technology-driven company, and its R&D centers are present across
India (Nashik), Poland (Zielona Góra) and China (Shanghai), housing a team of more than 84 skilled
engineers. Within India, Rishabh’s R&D center is recognized by the Government of India’s Department
of Scientific & Industrial Research (DSIR)—a recognition that Rishabh has leveraged to enhance its
R&D effort through Government incentives. In Poland, Lumel has a PCA (Polish Centre for
Accreditation) accredited facility that has in-house engineering and manufacturing capabilities.

The R&D team focuses on 3 core functions:

- Electronic Design and Development for smart products

- Mechanical design for Plastic components
- Tool R&D for manufacturing of molds for plastic components

• The R&D Centre in Poland focuses on design capabilities for trimming dies and CNC
(Computer Numerical Control) tools.

238
 • Rishabh holds 2 patents in India, Poland, and the United States, including for clamp meter rotary
jaw (Patent No.: US 7,944,197 B2 since 2011), digital clamp meter safe trigger mechanism
(Patent No.: US 8,120,350 B2 since 2012).

• Rishabh introduced Touch Screen Meters in innovative housing and easy plug-and-play
connections with RJ12 CT's, setting the new benchmark in the Indian market.

• Rishabh was the 1st player to introduce a Transducer with display in the Indian market, which
is completely modular on site and also the first one to introduce a panel-mounted
multichannel/Multi-Load monitor meter with display (A device that can monitor 4x 3 phase and
12 single phase load at a time).

• Some of the key innovative and differentiating factors of Rishabh products are - compact
housing in panel meters, meters with complete onsite programmability & upgradability, easy
click fit mounting, scale interchangeability safety ingress protections ranging from IP 20 to
IP67, automatic blocking system for Digital Multimeters, and smooth plug and play RJ 12
connection. The ethos of the company is not only to meet the customer expectation but also to
surpass and exceed the same.

• Rishabh is the only player in the world to introduce a touch screen-operated Insulation Tester
along with an audio readout feature and operating the meter with the help of Bluetooth
technology. The device is capable to work even under extremely inductive environment event
at 765kV substation.

7. Well-established and recognized brands:

Rishabh brands Rishabh and Lumel are well-known and established in multiple countries with
registration for “Rishabh” for over 40 years and “Lumel” for over 69 years. Lumel has brand recognition
in both electronic files as well as Aluminum Die Casting fields with major Industrial Users and OEMs.
Another subsidiary of Rishabh is Sifam Tinsley Inc. Under this brand the products are mainly sold in the
US and UK markets and are very strong brands in both the markets. The brand name ‘Sifam’ has existed
for over 75 years; and the brand name “Tinsley” has existed for over 118 years. Both in India and outside
India through the Subsidiaries, company sells approximately half of our products in respective domestic
market and export the rest

8. Cost Competitiveness:
• Rishabh has a widespread, efficient supply chain network across the globe that brings the cost
competitiveness for all product segments.
• In-house manufacturing and a strong global purchase team makes Rishabh very cost competitive
and provides an additional advantage of quality consciousness due to in-house process control.
• Redesigning of existing products not only cut down the development time (vis-à-vis complete
development of a new product), but also brings the cost advantage due to adaptation of
contemporary engineering and technology practices. This global business model allows the
company to manage the costs well.

• The Government of India has always encouraged the export of Indian goods. The Foreign Trade
(Development and Regulation) Act, 1992 (read with Foreign Trade Policy 2023) supports the
export of Indian goods. Rishabh has always taken advantage of such policies and incentives
schemes under section ATHSC, 10A, 10B (100% Export oriented unit of the Indian income tax
act) of the income tax act and 35 2AB for development of R&D in India.

• Various incentive schemes provided by the Government of India under the foreign trade and
Indian income tax act makes Rishabh product offerings the most cost competitive in the market.
Some of the schemes are RoDTEP (remission of duties and taxes on export products), packing
credit (low rate of interest from banks in dollars under export laws), DEPB - Duty Entitlement
Passbook Scheme, and AEO – Authorized Economic Operator Programme.

239
 9. Automation Culture:

Rishabh has a separate in-house Automation Department setup with the following business objectives:
• Design and develop automation facilities in order to reduce manufacturing cycle time
• Enhance the process efficiencies
• Optimize the worker efficiencies
• Deskilling critical manufacturing operations
• Optimum utilization of resources
• Enhance the product quality
• Increase the overall productivity

The major Automation Test setups include:

• Automatic Camera Detection Setup (ACS)
• Automatic Testing Setup (ATS)
• Auto Balancing System (ABS)
• Laser Marking/Printing
• Auto Screwing Machine
• Closed Loop Test Jig
• Automatic Box Packing Setup
• Temperature & Humidity Monitoring on Manufacturing Lines
• Automatic Test Setups

10. Global Certifications and Green Initiatives: As a strong quality objective, Rishabh has compliance for
all its products with different types of certifications that include RoHS, REACH, CE, UK-CA UL, CSA,
and ASTA. Rishabh also provides EMI-EMC reports along with Type Test Reports (TTR)—both internal
report from Rishabh’s NABL lab and external report from ERDA Lab—for all products.

• All Rishabh products follow important safety Standards (IEC 61010) that include level of
operating voltage with proper creepage and clearance, Category Protection (CAT III or IV),
level of transient and impulse handling, pollution degree, Enclosure protection (UL 94 V-0)
self-fire extinguishing within 10 seconds, and non-drip property and HV test measurement.

• Each product goes with relevant product standards that include IEC 61557-12 (for entire Power
Monitoring Device PMD), IEC 62053-22/23 for energy monitoring devices, IEC 60688 for
Transducer, IEC 60529 IP standard, IEC 61869-2 for Current Transformers, IEC 60947 for Cam
Switches, IEC 61557-1/2 for Insulation Tester, and many more.

• Rishabh Instruments has taken various GO Green Initiatives and started paperless
documentation to save paper and eventually to support the environment. The major steps are E-
TC (Electronic Test Certificate) & E-Manual (Electronic Manual) for all Meters.

Future Opportunities for Rishabh Instruments

Product Segment Opportunities in Key End-user Verticals Opportunities in Customer Regions

1. The unique demands of today's networked
manufacturing plants rely on reliable strong
connectivity solutions to optimize the
available resources. It needs an end-to-end
IoT-based solution to monitor real-time data
like consumption of water, air, gas, electricity Asia-Pacific markets especially China,
(WAGEs) and various types of analog signals Japan, and India are witnessing expansion
Electrical
with help of sensors, transmitters, transducers, of data centers, smart cities, and smart
Automation
and multi-function devices. Industry 4.0 building projects initiated by the
clearly states transparency of the working government.
systems that include simple switch operation to
critical equipment working on a single
platform (IoT-based software).
2. Automotive and electric vehicle
manufacturing. Demand for Sensors,

240
 transmitters, temperature controllers, I/O
converters that are embedded into various
electric vehicle systems will provide new
market opportunities.
3. Traction in smart lighting segment for
building automation will provide new market
opportunities for sensors, transmitters, and I/O
converters for creating smart infrastructure.
4. Data centers and upcoming utility projects will
increase demand for Field instruments,
temperature controllers, and HMIs that are
used in building automation projects.
1. Retrofitting of old Metering, Control and
Protection systems in industrial end-user
verticals such as pharmaceuticals and FMCG
will provide new opportunities for the overall
metering, control and protection devices
market.
2. New construction projects in development of
transportation infrastructure, residential and Post-pandemic recovery across the globe is
Metering, Control commercial buildings will directly improve leading to increasing construction activity
and Protection opportunities for current transformers, panel in residential, commercial, and government
Devices meters, and power factor controllers. projects in the Middle East, Europe, and
3. With new Make in India initiatives many Americas.
manufacturing industries are establishing in
India, providing opportunities for overall
metering, control and protection devices.
4. Changing utility norms to maintain PF and
kVAh billing will increase the opportunities
for Current transformers, Power factor
controllers, meters, and protection relays.
1. The demand for energy generation is
increasing day by day, which cannot be met
without the extension of networks on
substations. The impact of this will result in
more and more products required for operation
and maintenance in the T&M sector. When we
bring extensions in the networks of
substations, it warrants more devices, and
more devices warrants more T&M products for
testing of these devices.
2. One of the new trends in testing is the handheld
and desktop instruments with Bluetooth
technology to avoid physical contact with the
devices under test. So, growth in demand for Electric vehicle uptake has already
such products is inevitable. Even the testing of increased in the Western economies of
the devices with the help of mobile Apps of Europe, the United States, and China, and is
Portable Test & meters is started. Demand for portable test and gaining high traction in the 2W vehicle
Measurement measurement equipment enabled with wireless segment in India.
Equipment communication is going to increase.
3. Growing focus on reliable power will require Renewable energy capacity expansion is
continuous monitoring of equipment, systems, gaining global significance, with higher
and power utilities, which will result in more focus in India, Europe, and the United
demand for testing the power quality at various States.
installation levels and would hike the demand
for portable power quality testers/analyzers.
4. E-vehicle is the upcoming future. Testing of
batteries for these e-vehicles is going to see
high demand, for which many test and
measurement devices would be required like
Multimeters, clamp-on meters, battery
analyzers, etc.
5. Similarly, upcoming electric trains would also
result in an increase in testing of inverters, and
motors in electric vehicle power trains will
demand testing and measuring equipment

241
 1. Increased adoption of renewable energy
sources will drive demand for solar rooftop
power systems in residential and commercial
buildings.
2. Technologically better design will lead to
Large-scale utility projects are being set up
Solar String implementation of string inverters in data
in Africa, Middle Eastern, and Asia-Pacific
Inverters centers and large renewable projects.
countries especially India and China.
3. The Government of India is supporting Make
in India initiatives by proposing to increase
Basic Customs Duty (BCD) from 5% to 20%
on imported Solar inverters, thereby driving
indigenous manufacturing.
1. The aluminium content per vehicle is Advanced economies of the United States,
increasing due to the focus on light weighting China, and Europe are purchasing more
Aluminium High to increase fuel efficiency. EVs use more EVs than emerging economies in the 4W
Pressure Die aluminium content (at least 15% more) than IC segment. In the 2W segment, India
Casting engines. Hence, growth in EV (for applications witnesses a large number of conventional
in power train, battery housing, rear under and new OEMs venturing into the EV
structure) will gain significance. market.

CHAPTER 8 – COMPETITOR PROFILES

What follows is a snapshot of how Rishabh Instruments competes with top companies globally and in India across
its 5 product categories.
Comparative Analysis of Leading companies- India and Global
Electrical Automation Metering, Control and Protection Portable T&M Solar String Inverters Aluminium High Pressure Diecasting

Masibus P Schneider Electric P Meco Instruments C kSolare C Sunbeam auto pvt ltd C

Selec Controls P Secure Meters P Metravi C PowerOne C Rockmancycle C

Domestic Secure Meters P Elmeasure P Waco C GoodWe C Endurance technologies C

Delta P Selec Controls P Motwane P ABB C Kailas toolings C

Multispan P Automatic Electric P HTC C SMA C MRT Castings C

Yokogawa C Socomec P Fluke C Huawei C Consolidate Metco C

Chino P Janitza P Kyoritsu C Growatt C Gibbs Die Casting C

Global Omron P Entes P Megger P SolarEdge C Faist Group C

Phoenix P MBS P Hioki C Sungrow C Alcast Technologies C

Allen Bradley P Chint P Sonel P Fimer C Arconic C

Complete Portfolio: C
Partial Portfolio: P
Source: Company Websites

Figure 8.1: Product map of top Global & India competition across product categories, 2023

Key Financial Performance indicators

Figure 8.2: Key Financial indicators, Rishabh Instruments vs Select Competition, 2023

242
 OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 18 for a discussion of the risks and uncertainties related to those statements, and also “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 31, 320 and 406, respectively, for a discussion of certain factors that may affect
our business, financial condition or results of operations. Our actual results may differ materially from those
expressed in or implied by these forward-looking statements.

Unless otherwise indicated or the context otherwise requires, the financial information for the Fiscals 2021, 2022
and 2023, included herein is derived from the Restated Consolidated Financial Information, included in this
Prospectus, which have been prepared in accordance with Section 26 of Part I of Chapter III of the Companies
Act, 2013 as amended, the SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the ICAI, as amended from time to time. For further information, see “Financial
Information” on page 320. Our financial year ends on March 31 of each year, and references to a particular
year are to the 12 months ended March 31 of that year.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Market Assessment of Electrical Automation; Metering, Control and Protection Devices; Portable Test &
Measurement Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India”
dated July 19, 2023 (the “F&S Report”) prepared and released by Frost & Sullivan (India) Private Limited and
commissioned and paid for by our Company in connection with the Offer. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year refers to such information for the relevant calendar year. The F&S Report was
made available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Also see, “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation – Industry and Market Data”
on page 16.

In this section, unless the context otherwise indicates, references to “we”, “us”, “our” and similar terms are to
our Company together with its Subsidiaries.

OVERVIEW

We are a global energy efficiency solution company focused on electrical automation, metering and measurement,
precision engineered products, et al. with diverse applications across industries including power, automotive and
industrial sectors. We supply a wide range of electrical measurement and process optimization equipment, and
are engaged in designing, developing and manufacturing, and sale of devices significantly under our own brand
across several sectors. We provide comprehensive solutions to our customers looking for cost-effective ways to
measure, control, record, analyse and optimise energy and processes through our array of products. We also
provide complete aluminium high pressure die casting solutions for customers requiring close tolerance
fabrication (such as automotive compressor manufacturers and automation high precision flow meters
manufacturers), machining and finishing of precision components. Our Company is a global leader in
manufacturing and supply of analog panel meters, and we are among the leading global companies in terms of
manufacturing and supply of low voltage current transformers (Source: F&S Report). Lumel is the most popular
brand in Poland for meters, controllers, and recorders and Lumel Alucast is one of the leading non-ferrous pressure
casting players in Europe (Source: F&S Report).

We are a vertically integrated player involved in designing, developing, manufacturing and supplying (a) electrical
automation devices; (b) metering, control and protection devices; (c) portable test and measuring instruments; and
(d) solar string inverters. In addition, we manufacture and supply aluminium high pressure die casting through
our Subsidiary, Lumel Alucast. For six years (Fiscals 2005, 2006, 2008, 2009, 2011 and 2012), the Engineering
Export Promotion Council, India, recognised us as a ‘Star Performer’ in the product group of miscellaneous
instruments and appliances (large enterprise). We also provide certain manufacturing services which include
mould design and manufacturing, EMI/EMC testing services, Electronic Manufacturing Services, and software
solutions (e.g., MARC).

243
Electrical automation products include energy management software, transducers and isolators, paperless
recorders (chartless) and dataloggers, temperature and humidity recorders, I/O converters and temperature
controllers among others. Our metering, control and protection devices consist of analog panel meters, rotary cam
switches, current transformers, shunts, digital panel meters, multifunction meters, multi-load monitoring meters,
power quality meters, power quality analyzers, power factor controllers, LV and MV relays, genset controllers,
synchronizing units, power supply and battery chargers among others. Under our portable test and measuring
instruments portfolio, we manufacture various categories of digital multimeters, digital clamp meters, digital
insulation testers, digital earth testers and environmental products such as ultrasonic level/thickness meter, digital
luxmeter, non-contact tachometers, DB meter, submarine cable fault locator among others. We also manufacture
solar string inverters in India designed for use in photovoltaic installations connected to the grid. In terms of our
aluminium high pressure die castings, we serve global automation, automotive and other industries with our in-
house designed tools (which include die casting moulds and CNC fixtures) and various post casting processes
such as high precision machining, surface treatment and heat treatment. Our product portfolio consists of over
145 product lines and 0.13 million stock keeping units as of May 31, 2023. In Fiscals 2023, 2022 and 2021, we
manufactured an aggregate of 16.21 million units, 14.02 million units and 13.35 million units of products,
respectively, across our product lines. Over the last three financial years, i.e. Fiscals 2023, 2022 and 2021, we
have served customers in over 100 countries. We are diversified in terms of end users of our products, serving
industrial (FMCG, pharmaceutical, cement, steel, railways), power (generation, transmission and distribution,
renewable energy, oil and gas), OEM industries (transformer, motor, cable and special machine manufacturers)
and new applications (data centre, laboratories, semiconductors, consumer electronics, and building automation).
We believe that our consistent focus on innovation which is supported by our robust R&D centres provides us
with long-term growth opportunity, helps us align ourselves with the projected demand of our product segments
and market, and better position ourselves to meet the evolving requirements of our customers.

We are a technology and R&D focussed enterprise concentrating on innovation of our products, processes and
applications to add value to our customers as well as the industry. Our R&D centres in India are accredited
nationally and internationally. Our R&D centres in India, Poland and China are staffed with a team of 95 engineers
as of May 31, 2023. As a result of our consistent focus on R&D, we have been granted two patents for clamp
meters with rotary jaw mechanism and clamp meter safe trigger mechanism in India and inter alia the United
States (since 2011 and 2012 respectively), Poland and United Kingdom and three design registrations in relation
to multimeter, current and voltage transducer and power transducer in India. Further, from time to time, we have
in the past also entered into technical collaborations and technology purchases with international players through
which we believe we have gained technical proficiency and assimilated the technology in order to further develop
and improve not only products but processes as well. For instance, following a technology purchase related to the
manufacturing of solar string inverters, we further improved the solar string inverter to make it portable and added
numerous additional features such as GSM connectivity to remotely monitor and control energy generation data.
Our Manufacturing Facilities house equipment procured from various countries across the world and hold multiple
accreditations.

We manufacture all our products in-house from our five manufacturing facilities – two in India, two in Poland
and one in China. Products manufactured at all our Manufacturing Facilities (other than Poland Manufacturing
Facility II) are tested and certified by testing laboratories for certifications such as CE, ROHS, UKCA etc. In
India, both the manufacturing facilities are situated in Nashik, Maharashtra. Nashik Manufacturing Facility I is a
vertically integrated facility with end-to-end product development capabilities from concept design to testing.
Nashik Manufacturing Facility II is also a vertically integrated facility with a tool design facility. Both the Nashik
Manufacturing Facilities hold ISO 9001:2015 certification of quality management system. In Poland as well, we
have two manufacturing facilities both situated at Zielona Góra, Poland – Poland Manufacturing Facility I and
Poland Manufacturing Facility II. Poland Manufacturing Facility I is a dedicated facility for production of
electrical and electronics products. Poland Manufacturing Facility II has an aluminium die casting facility
comprising a foundry, CNC machining, post processing facility (shot blasting, powder coating, painting, washing
lines), tool shop and a laboratory. Both the Poland Manufacturing Facilities hold various accreditations including
ISO 9001:2015, ISO 14001:2015 and IATF 16949:2016. Our China Manufacturing Facility located in Shanghai,
China houses a production facility and an R&D unit and holds ISO 9001:2015 certification of quality management
system. Products manufactured at our China Manufacturing Facility are tested and certified by testing laboratories
for certifications including CE, ROHS, UKCA. Our subsidiary, ESL, focuses on developing software solutions
such as MARC, and their capabilities allow us to integrate software capabilities in our products.

Our Company was founded in 1982 by Narendra Joharimal Goliya who is our Promoter, as well as our Chairman
and Managing Director. He holds a bachelor’s degree in technology (electrical engineering) from the Indian
Institute of Technology, Bombay and a master’s degree in science from the Leland Stanford Junior University.

244
He has over four decades of experience in the manufacturing and electrical industry. Anchored by our 40-year
presence in India, we strategically expanded our operations to overseas markets and have acquired and/or
established seven foreign Subsidiaries – three in Poland, one in the United Kingdom, one in the United States of
America, one in China and one in Cyprus. Further, in September 2013, South Asia Clean Energy Fund, an India-
focused clean energy private equity fund, through its subsidiary, SACEF, acquired a stake in our Company and
currently holds 19.33% of the pre-Offer capital of our Company on a fully diluted basis. For further details, see
“Capital Structure” and “History and Certain Corporate Matters” on pages 101 and 287, respectively.

We primarily follow a business-to-business model which is purchase order based for all our segments except
portable test and measuring instruments which is also sold on a merchant basis. We have an extensive network of
175 authorized distributors/stockists across 81 districts in India with direct sales conducted through eight sales
and marketing offices which collectively house 53 engineers and 24 sales personnel. The eight locations of our
sales and marketing offices across India are New Delhi, Delhi, Kolkata, West Bengal, Mumbai, Maharashtra,
Ahmedabad, Gujarat, Pune, Maharashtra, Chennai, Tamil Nadu, Bangalore, Karnataka and Hyderabad,
Telangana. Apart from sales and marketing offices, we also have resident sales engineers in 10 cities across India.
Globally we have served customers in over 100 countries in the last three financial years, i.e. Fiscals 2023, 2022
and 2021 through five sales and marketing offices and a strong global network of 339 authorized
distributors/stockists as of May 31, 2023. Globally (outside India) our Company has over 164 authorized
distributors/stockists catering to international customers across 70 countries including Germany, the United States,
the United Kingdom, Australia, the Middle East, etc. Lumel has 15 authorized distributors/stockists in Poland and
over 20 authorized distributors/stockists outside Poland. Lumel also has resident sales engineers situated at the
UAE, Hungary, Taiwan, Spain, Germany and Cyprus. In Fiscals 2023, 2022 and 2021, the revenue generated
from our Indian operations accounted for 34.26%, 32.14% and 32.25%, respectively, of our total revenue from
operations. In Fiscals 2023, 2022 and 2021, the revenue generated from our overseas operations accounted for
65.74%, 67.86% and 67.75% of our total revenue from operations, respectively.

Our growth in revenue and profitability can be credited to our operational efficiency, which we achieve by
streamlining our operational activities and ensuring that we maintain economies of scale. Set forth below are
certain key financial information from our business.
(in ₹ million, except percentage and ratio)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from operations 5,695.40 4,702.50 3,899.56
EBITDA(1) 863.17 826.32 700.21
EBITDA margin(2) 15.16% 17.57% 17.96%
Profit/(loss) after tax 496.87 496.52 359.40
PAT margin(3) 8.57% 10.35% 8.93%
Capital expenditure 158.30 223.55 317.99
Net cash generated from operations 275.08 132.82 529.34
ROCE(4) 13.77% 15.20% 12.16%
ROE(5) 12.39% 14.58% 12.01%
Debt/equity ratio(6) 0.26 0.28 0.31
Asset turnover ratio(7) 1.12 1.17 1.27
(1)
EBITDA is earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year
plus tax expense, finance cost, depreciation and amortization expenses.
(2)
EBITDA margin is the percentage of earnings before interest, tax, depreciation and amortization and is calculated as the restated profit
for the period or year plus tax expense, finance cost, depreciation and amortization expenses.
(3)
PAT margin is the percentage of the amount that remains after a company has paid off all of its operating and non-operating expenses,
other liabilities and taxes.
(4)
ROCE is calculated using two components, i.e. earnings before interest and tax and capital employed and is calculated by earnings
before interest and tax divided by total assets less current liabilities.
(5)
ROE is calculated on the basis of net profit after tax divided by shareholder’s equity and is calculated by profit after tax divided by our
net worth (share capital and other equity).
(6)
Debt/equity ratio (times) is the ratio calculated by dividing the Company’s debts by Shareholders’ equity. This metric is a measurement
of the Company’s financial leverage..
(7)
Asset turnover ratio – Considered Total Assets and Total Income

For a detailed discussion on our financial performance, see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and “Financial Information” on pages 406 and 320,
respectively.

INDUSTRY OPPORTUNITY AND REGULATORY SUPPORT

The segments in which we supply our products and services each present an attractive industry opportunity as
described below:

245
• Electrical Automation: The market for electrical automation components is very mature globally (Source:
F&S Report). Digitization and Industry 4.0 initiatives are pushing every industry to transform their
operations to become more efficient and flexible, thus positively impacting the electrical automation
components market (Source: F&S Report). The global electrical automation market is valued at USD 147.5
billion in 2022 and is expected to grow at CAGR of 7.8% to reach USD 215.1 billion by 2027 (Source:
F&S Report). India is forecasted to grow the fastest and largest, driven by industrial end users (Source:
F&S Report).

• Metering, Control and Protection Devices: The metering, control and protection devices market is well
established globally (Source: F&S Report). The global COVID-19 pandemic has caused a slowdown in
multiple industries, notably delaying construction activities and new investments in retrofits of building
systems (Source: F&S Report). The market is expected to improve when economic investments gain
momentum (Source: F&S Report). The global metering, control and protection devices market is estimated
at USD 34.08 billion in 2022 and is expected to witness a 4.8% CAGR to reach USD 43.04 billion by 2027
(Source: F&S Report). Resumption of infrastructure development is expected to push adoption from
commercial and utility applications across the globe (Source: F&S Report).

• Portable Test and Measuring Instruments: Portable test and measurement equipment play a central role in
enabling digital transformation, IoT, Industry 4.0 and autonomous living as the need for highly reliable and
advanced electronic device increases (Source: F&S Report). F&S estimates the portable test and
measurement market at USD 5.1 billion in 2022. The market is expected to grow at 5.1% and reach USD
6.6 billion by 2027 (Source: F&S Report). Growth by region will be led by India and APAC (Source: F&S
Report). The end-users that will drive demand includes automotive and power industries (Source: F&S
Report).

• Solar String Inverters: In respect of the industry outlook for solar string inverters, the global revenue for
solar string inverters is expected to increase from USD 4.3 billion in 2022 to USD 6.6 billion in 2027, at a
CAGR of 9.1% (Source: F&S Report). Commercial and residential rooftop solar installations are driving
the market’s growth (Source: F&S Report). APAC (excluding India) is the fastest growing region (Source:
F&S Report).

• Aluminium High Pressure Die Casting: For aluminium high pressure die castings, F&S estimates the global
aluminium high pressure die casting market is at USD 83.9 billion in 2022 (Source: F&S Report). The
market is estimated to grow at 6.1% CAGR from 2022 to 2027 and reach USD 112.9 billion by 2027
(Source: F&S Report). Automotive will remain the highest revenue contributor across all regions (Source:
F&S Report). APAC will lead revenue growth in the next five years (Source: F&S Report).

Our business in India benefits from the GoI’s ‘Aatmanirbhar Bharat Abhiyaan’, or Self-Reliant India, campaign,
which provides a range of incentives to attract and localise manufacturing and production in the country. Make in
India initiative, a part of the ‘Aatmanirbhar Bharat Abhiyaan’ (Self-reliant India), would provide an additional
boost to country’s business operations by encouraging substitution of imports of low-technology products from
other countries and generating demand for local manufacturing (Source: F&S Report). Industries that benefit from
‘Aatmanirbhar Bharat Abhiyaan’ includes electronics, pharma and steel (Source: F&S Report). The country also
introduced the modified Electronics Manufacturing Clusters Scheme (EMC 2.0), which aims to enhance the
infrastructure base for the electronics industry and broaden the electronics value-chain (Source: F&S Report). The
policies are expected to create more number of players across the semiconductor value chain (from design to
service) (Source: F&S Report).

We are also eligible for the Modified Special Incentive Package Scheme (“M-SIPS”), which provides a capital
subsidy of 25% for investment in capital expenditure on plant and machinery to units situated outside SEZs who
are engaged in designing and manufacturing of electronic and nano-electronic products and their accessories.
Additionally, subject to compliance of the Maharashtra Electronics Policy, 2016 and Package Scheme of Incentive
Policy, 2019, the Government of Maharashtra has granted certain financial incentives to us basis the level of fixed
capital investment that we undertake to manufacture certain products at our Nashik Manufacturing Facility I. See
“Key Industry Regulations and Policies in India – Modified Special Incentive Package Scheme” on page 284.

In addition, we are eligible for certain indirect tax benefits under the Central Goods and Services Tax Act, 2017 /
the Integrated Goods and Services Tax Act, 2017 and applicable State Goods and Services Tax Act, 2017, as well
as the Customs Act, 1962 and the Customs Tariff Act, 1975. For further details see “Statement of Possible Special

246
Tax Benefits” on page 154. These incentives are subject to various conditions, including meeting certain minimum
and cumulative targets, and the amount of incentive we will be able to receive will depend on our ability to meet
or exceed those targets and other conditions. We expect these incentives to contribute to the profitability of our
diversification initiatives into new industries and service offerings.

STRENGTHS

Ability to drive technology and innovation through advanced research and development capabilities

We are a technology and R&D focussed enterprise striving to set trends for the industry and concentrating on
innovation of our products, processes as well as applications to add value to the industry and to our customers.
Our global presence affords us exposure to the latest technologies for our core segments and we accordingly strive
to drive both our product portfolio and service offerings with our R&D capabilities. Our ability to develop and
integrate technology allows us to provide innovative and customizable solutions to our customers more efficiently.

We have been granted two patents for clamp meters with rotary jaw mechanism and clamp meter safe trigger
mechanism in India and inter alia the United States (since 2011 and 2012 respectively), Poland and United
Kingdom and three design registrations in relation to multimeter, current and voltage transducer and power
transducer in India.

Further, from time to time, we have in the past also entered into technical collaborations and technology purchases
with international players through which we believe we have gained technical proficiency and assimilated the
technology in order to further develop and improve not only products but processes as well. For instance,
following a technology purchase related to manufacture of solar string inverters, we further improved the solar
sting inverter product to make it portable and added numerous additional features such as GSM connectivity to
remotely monitor and control energy generation data. Our manufacturing facilities house equipment procured
from various countries across the world and hold multiple accreditations.

In the Fiscals 2023, 2022 and 2021, we spent ₹ 134.51 million, ₹ 93.56 million and ₹ 96.33 million towards R&D
expenses which represents 2.36%, 1.99% and 2.47% of our total revenue from operations. Our R&D centres in
India, Poland and China are staffed with a team of 95 engineers as of May 31, 2023. In India, our R&D centre at
Nashik Manufacturing Facility I is recognised by the Department of Scientific & Industrial Research, GoI. This
R&D centre is sub-divided into sections for mechanical R&D including component design and mould design;
electronics R&D design including PCB design, hardware design, firmware writing and software writing; and
product testing. In Poland, Poland Manufacturing Facility I has in-house R&D, engineering manufacturing and
testing capabilities. In Poland Manufacturing Facility II, we have an in-house design facility which comprises
design optimization, engineering drawings and 3D documentation. Poland Manufacturing Facility II also includes
the design capability for aluminium moulds, trimming dies and computer numerical control (CNC) tools. For
further details see “– Innovation and Research & Development” below on page 265.

Global engineering solution provider operating in large addressable markets and well positioned to benefit
from mega industrialisation trends

As a global energy efficiency solution company providing electrical measurement and process optimization
equipment, and engaged in the designing, development and manufacturing of devices primarily across power and
industrial sectors, we believe that we are well positioned to leverage our market position to tap the opportunities
from the mega industrialisation trends. Our established manufacturing facilities and processes, our global footprint
and exposure in over 100 countries, our wide distribution network, and our track record of innovation and research
and development, position us advantageously to capture modern engineering requirements.

According to F&S, the 2022 global total addressable market for the electrical automation market is estimated to
be USD 52.36 billion or 35.5% of the total market (Source: F&S Report). The emergence of global mega trends
such as connected living, Industry 5.0, digital reality, data as the oil of the 21 st century, smart retail, smart cities,
autonomous vehicles, towards zero emission, artificial intelligence supply chain management etc. rely on seamless
connectivity, where our product portfolio having communication enabled devices have application. This is
particularly evident in the products from our electrical automation and industrial panel devices product segment
which uses MODBUS RS 485, WiFi, ProfiNet, ethernet, BACnet, MQTT industrial protocols for communication
with each other and with external devices.

247
The rise of process automation which is taking place across multiple industries is one of the significant industrial
trends. We believe that automation has always been part of our engineering DNA and we have always focused on
automation in products and processes for captive as well as external applications. We have a separate in-house
automation department at each of our Manufacturing Facilities, formed with an objective of designing and
developing automation facilities in order to reduce manufacturing cycle time, enhance process efficacies, optimize
manual efficiency, de-skill critical manufacturing operations, optimize utilization of resources, enhance product
quality and increase the overall productivity. A few key automation set ups include auto-balancing system or
ABS, laser marking/printing, auto-screwing machine, automatic de-burring machine etc. As per the F&S Report,
automation will drive demand for products catering to autonomous solutions, and we have various products such
as I/O converters, process transducers, data loggers, energy management software etc. which are poised to benefit
from this demand driver.

According to F&S, the 2022 global total addressable market for the metering, control and protection devices
market is estimated to be USD 7.09 billion or 20.8% of the total market (Source: F&S Report). Globally, the
TAM is driven by development of smart grid, EV charging stations, new data centers and smart buildings which
are focused on efficient energy management (Source: F&S Report). According to F&S, the 2022 global total
addressable market for the portable test and measurement market is estimated to be USD 2.69 billion or 52.7% of
the total market (Source: F&S Report).

The global commitment to sustainability and addressing climate change will require focus on efficient energy
utilization and shift towards sustainable and renewable sources of energy. This will drive the demand for energy
solutions (Source: F&S Report). With this industry marker in view, we developed capabilities for solar string
inverters by initially gaining technical proficiency through a technology purchase and thereafter developing a
portable version of the solar string inverter in-house.

Vertically integrated operations, backed by strong manufacturing capabilities

We believe that our geographically distributed Manufacturing Facilities make us among the leading global
companies in terms of manufacturing and supply of low voltage current transformers (Source: Frost & Sullivan
Report) and our vertical integration makes us a cost and time efficient supplier of our products to our customers.
Our fully integrated operations comprise worldwide procurement of raw materials, injection moulding of
engineering plastics, turning, punching and forming of metal components, surface mounting and through hole
assembly of electronic components, conversion into sub-assemblies, integration of sub-assemblies into finished
products, calibration and automated testing of finished products. Additionally, all our Manufacturing Facilities
are vertically integrated with end-to-end product development capabilities from concept design to prototype
testing, along with dedicated R&D units.

In India, both Nashik Manufacturing Facilities are vertically integrated and have end-to-end product development
capabilities from concept design to prototype testing, with R&D units. We have an NABL accredited testing
facility which includes EMI-EMC testing and is capable of both immunity and emission testing. We utilize high
precision imported and machinery including EDM, Wire EDM (Agie Charmilles), CNC SPARK EDM and
Vertical Milling Machines (Makino) along with high end calibrators. We also provide advanced software solutions
such as MARC, which is a cloud-based next generation IoT platform that enables energy optimization, cost saving
and efficiency improvement, and contains built-in applications for efficiency, productivity, conditioning, control,
predictive maintenance, demand site management and process monitoring.

Both our manufacturing facilities in Poland are also vertically integrated. While Poland Manufacturing Facility I
is engaged in manufacturing energy and industrial use products, Poland Manufacturing Facility II has an
aluminum die casting facility which has 9 die casting machines including six automated DC cells 550T up to
840T, and a component manufacturing facility which houses 49 CNC machines. It also houses fully automated
cells, a coordinate measuring machine, and deploys CAD/CAM software. Leveraged against in-house engineering
and manufacturing, we provide complete die casting solutions for customers requiring close tolerance fabrication
(such as automotive compressor manufacturers and automation high precision flow meters manufacturers),
machining and finishing of precision components. European car production is 9.90 million units per annum, and
Lumel Alucast produces 3.00 million units of aluminium cast housing for car compressors which makes Lumel
Alucast one of the leading die cast players in Europe (Source: F&S Report).

Our China Manufacturing Facility located in Shanghai, China houses a production facility and an R&D unit and
holds ISO 9001:2015 certification of quality management system. Products manufactured at our China

248
Manufacturing Facility are tested and certified by testing laboratories for certifications including CE, ROHS,
UKCA.

Diversified product portfolio

Our Company is a global leader in manufacturing and supply of analog panel meters, and we are among the
leading global companies in terms of manufacturing and supply of low voltage current transformers (Source: F&S
Report). Lumel is the most popular brand in Poland for meters, controllers, and recorders and Lumel Alucast is
one of the leading non-ferrous pressure casting players in Europe (Source: F&S Report).

We have a product portfolio of over 145 product lines and 0.13 million stock keeping units as of May 31, 2023.
In the Fiscals 2023, 2022 and 2021 we manufactured an aggregate of 16.21 million units, 14.02 million units and
13.35 million units of products across our product lines, respectively. Our panel instruments are used not only in
the electrical switch boards which are used for distribution of electricity, but also for industrial applications such
as multiload monitoring, cloud and connectivity, and energy monitoring systems. In a fragmented portable TMI
market where both Indian and Chinese players limit themselves to low-end maintenance and repair solutions
(Source: F&S Report), we have extended our offerings to professional industrial TMI products capable of serving
needs in modern laboratories and even aerospace. In terms of the utility sector, our products cover measurement
and control of all vital electrical parameters in the power frequency range. We also provide manufacturing services
which consist of mould design and manufacturing, EMI/ EMC testing, Electronic Manufacturing Services as well
as providing software solutions such as MARC developed by Energy Solution Labs.

We diversify our product portfolio such that our products are customised for the technology, parameters, features
and scale for each of the geographies we serve. We believe that our diversified product portfolio helps us retain
our customers and strengthen our cross-selling efforts across product portfolios. For the Fiscals 2023, 2022 and
2021, revenue from sales to new customers accounted for 11.89%, 18.01% and 9.07% of our total revenue from
operations, while revenue from sales to our existing customers 88.11%, 81.99% and 90.93% of our total revenue
from operations for the same periods.

Wide customer base

We have a wide customer base and we are not dependent on any specific customer for our total revenue from
operations for our electrical automation products, metering, control and protection devices, and portable test and
measuring instruments. Thanks to our broad product portfolio, we are diversified in terms of end users, serving
industrials (FMCG, pharmaceutical, cement, steel, railways), power (generation, transmission and distribution,
renewable energy, oil and gas), OEM industries (transformer, motor, cable and special machine manufacturers)
and new applications (data centre, laboratories, semiconductors, consumer electronics, and building automation).
Our long-standing and diversified customer base also includes blue chip customers such as ABB India Limited,
Siemens Limited, Pronutec S.A., Lucy Electric India Private Limited and Perel OY. As of May 31, 2023, we have
3,000 sales touch points which includes direct customers and distributors.

We have limited customer concentration as, in the global electrical segment, top five customers from Indian
operations account for 14.67% sales revenue and the top five customers from overseas operations account for
6.30% sales revenue in Fiscal 2023. Also, in our aluminium high pressure die casting business, our top five
domestic customers (from Poland) account for 14.83% sales revenue and our top five overseas customers account
for 49.61% sales revenue in the total sales of this segment.

Our top 10 global customers accounted for only 31.92% of global sales revenue in Fiscal 2023, respectively, and
our top 20 global customers accounted for only 42.70% of our global sales revenue and our top 30 global
customers accounted for only 49.28% of our global sales revenue in the Fiscal 2023.

Some of our domestic and the overseas customers, Siemens Limited and Lucy Electric India private Limited, have
been with us for over five years, while ABB India Limited, Gama Electrical Trading (LLC), Perel OY, Pronutec
S.A. and Lucas-Nulle GmbH, have been with us for over 8 years.

Customers from our Indian operations who have been with us for three years (span 2.9 years - 3.9 years), accounted
for 0.92%, 0.85% and 0.70% of our total revenue from operations for the Fiscals 2023, 2022 and 2021,
respectively, whereas customers from our overseas operations who have been with us for three years (span 2.9
years - 3.9 years) accounted for 3.34%, 2.99% and 2.28% of our total revenue from operations for the Fiscals
2023, 2022 and 2021, respectively. Customers from our Indian operations who have been with us for five years

249
(span 4.9 years – 5.9 years), accounted for 1.18%, 1.27% and 1.77% of our total revenue from operations for the
Fiscals 2023, 2022 and 2021, respectively, whereas customers from our overseas operations who have been with
us for five years (span 4.9 years – 5.9 years) accounted for 0.46%, 2.25% and 1.74% of our total revenue from
operations for the Fiscals 2023, 2022 and 2021, respectively.

Customers from our Indian operations who have been with us for over ten years, accounted for 16.91%, 15.48%
and 15.85% of our total revenue from operations for the Fiscals 2023, 2022 and 2021, respectively, whereas
customers from our overseas operations who have been with us for over ten years accounted for 19.59%, 27.73%
and 27.52% of our total revenue from operations for the Fiscals 2023, 2022 and 2021, respectively.

In our aluminium high pressure die casting business, we have a strong though limited customer base since each
project lasts typically for five-seven years and each component has a dedicated tool. Each project has a specific
alloy and we typically limit the number of alloys since each alloy requires a separate melting and holding furnace.
In Poland we have leading automation and automotive companies as our customers such as Endress + Hauser
Flowtec AG, Valeo Compressor Europe s.r.o and Sanden Manufacturing Poland Sp. Z.o.o.

Track record of successful integration of acquired businesses or entities across geographies

Anchored against our presence in India, we steadily extended our global reach by way of strategic acquisitions in
Europe, the United Kingdom and China, and with every acquisition we worked towards integrating our
acquisitions and achieving synergies. Lubuskie Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna was
state-owned at the time of its acquisition and post our acquisition we restructured the business into two separate
companies, Lumel Alucast (for our high pressure die casting business) and Lumel SA (for production of electrical
and electronics products). We introduced modern management systems such as SAP – ERP. In 2020, Lumel SA
completed the construction of modern electronics factory on a land of 12,000 sq. mt. Also, in the same premises
we constructed a sport complex (ARENA) for the benefit of our employees and their families keeping in mind
our integration objectives.

We also achieved synergies as a result of our acquisition of Lubuskie Zakłady Aparatów Elektrycznych “Lumel”
Spółka akcyjna during Fiscal 2012. Not only did we gain a platform for further penetration in European markets,
but we also gained access to a pool of customers where there were overlaps in our product offerings. We were
accordingly well placed to offer such customers our more distinct offerings which allowed us to address product
gaps and create a complete basket offering to the market.

For instance, our Company had a limited range of temperature controllers as represented in the below graphic in
grey. Combined with the broader range offered by Lumel SA across performance and price parameters as
represented below in green, our combined offering was well-positioned to address the full spectrum of market
demand from basic to high-end products.

We also implemented specific strategies to promote the Lumel brand name and Lumel branded products in India.
We have eight dedicated distributors and one designated “flag bearer” engineer from each sales office along with

250
one exclusive all India sales personnel. For this business we have a separate price list for customers and also have
a dedicated training module for flag bearers.

Global and integrated business model increasing cost competitiveness and de-risking customer supply chain

We began with a single office in Nashik, Maharashtra in 1982 and have since steadily extended our presence not
only in India but globally as well. We now have a total of five manufacturing facilities spread across India, Poland
and China, and have an extensive network of authorized distributors/stockists, sales and marketing offices,
resident sales engineers. We also operate two modification centres, one in Essex, United Kingdom through our
Subsidiary Sifam UK and the other in Kennesaw, Georgia, the United States through our Subsidiary Sifam USA.
Our modification centres are supplied with ‘virtually finished goods’ from our manufacturing facilities and are
equipped to complete the full products/ reprogram to suit the customer requirements for onwards sale. This
supports our cost optimization goals as the modification centres are capable of modifying products locally and are
not dependent on the supplying manufacturing facility for fulfilling local customer needs.

Our vertically integrated operations have created cost efficiencies particularly in terms of being able to
manufacture components in-house which would otherwise have been expensive to procure. For instance, Nashik
Manufacturing Facility II has a mould shop capable of making plastic injection moulds and mechanical assemblies
in-house.

Our global business model allows us to manage costs. As labour intensive products are expensive to manufacture
in Poland, we shifted the manufacturing of current transformers to India. All our current transformers are
manufactured and supplied from Nashik Manufacturing Facility I in India under the Lumel brand and sold
globally.

Globally we have served customers in over 100 countries in the last three financial years, i.e. Fiscals 2023, 2022
and 2021 through five sales and marketing offices and a strong global network of 339 authorized
distributors/stockists as of May 31, 2023. Globally (outside India) our Company has over 164 authorized
distributors/stockists catering to international customers across 70 countries including Germany, the United States,
the United Kingdom, Australia, the Middle East, etc. Lumel has 15 authorized distributors/stockists in Poland and
over 20 authorized distributors/stockists outside Poland. Lumel also has resident sales engineers situated at the
UAE, Hungary, Taiwan, Spain, Germany and Cyprus. Our extensive network allows us to provide an array of
delivery options while servicing multiple delivery locations. With our presence not concentrated to particular
geographies, we are in a position to service multiple delivery locations despite local-level sales or distribution
disruptions.

Well-established and recognised brands

Our brands ‘Rishabh’, ‘Lumel’, ‘Sifam’ and ‘Tinsley’ are well recognised in multiple countries. We have held a
trademark registration containing the name ‘Rishabh’ for over 37 years and a trademark containing the name
‘Lumel’ has been in existence for over 55 years. ‘Lumel’ has brand recognition both in the electronics field and
the high-pressure aluminium die casting field with OEM customers and industrial users alike. Having well
recognised brands which are local to the geographies we sell to is beneficial, particularly in Europe. In Fiscals
2023, 2022 and 2021 the revenue generated from our Indian operations was ₹ 1,951.10 million, ₹ 1,511.58 million
and ₹ 1,257.70 million, respectively, accounted for 34.26%, 32.14% and 32.25%, respectively, of our total revenue
from operations, and the revenue generated from our overseas operations was ₹ 3,744.30 million, ₹ 3,190.92
million and ₹ 2,641.86 million, respectively, accounting for 65.74%, 67.86% and 67.75%, respectively.

Strong and demonstrated management capabilities

Our Company was founded in 1982 by Narendra Joharimal Goliya who is our Promoter, as well as our Chairman
and Managing Director. He holds a bachelor’s degree in technology (electrical engineering) from the Indian
Institute of Technology, Bombay and a master’s degree in science from the Leland Stanford Junior University.
He has over four decades of experience in the manufacturing and electrical industry. He is supported by a
management team comprising Dineshkumar Musalekar (President and Chief Executive Officer of Lumel), who
has been overseeing our operations in Europe for over nine years; Nitinkumar Sudhir Deshpande (Head –
Marketing, Business Development and Profit Centre Head), who was previously associated with ABB Limited,
Siemens Limited and Schneider Electric India Private Limited; as well as Anand Purshottam Laddha (Director
Finance, Lumel) and Vishal Prabhakar Kulkarni (Chief Financial Officer) who have been associated with us for

251
over eight years. For details see “Our Management – Key Managerial Personnel and Senior Management” on
page 311.

The strength of our management capabilities is well demonstrated by the successful integration of our acquisitions.
See “– Track record of successful integration of acquired businesses or entities across geographies” above on
page 250.

STRATEGIES

Enhance product innovation, engineering and design competence while focussing on higher value addition

We are a technology and R&D focussed enterprise and we seek to utilise our technical know-how and R&D
capabilities since product innovation is an important and consistent objective for us. We seek to continue to
improve the innovation capabilities, design processes and in-house testing facilities which we rely on. We seek to
add resources and technically competent manpower while continuing to explore opportunities for collaboration
and inorganic growth.

In terms of product innovation in existing segments, we seek to focus on developing products with advanced
technology such as IIoT, bluetooth capabilities and advanced technical specifications along with miniaturization
of the product size and adding more features to provide value adding benefits to our customers. In electrical
automation, we propose to introduce multifunction transducers, self-powered current transducers, Lumel EPM
(pollution transducer), Lumel KD6 – 96x96 (recorders with universal inputs) and Lumel SMP (a new neutron
detector system). In our portable test and measuring instruments segment, we propose to introduce economical
versions of our digital clamp meters, digital earth testers, digital leakage clamp meters and signal calibrators. We
also propose to build on recently acquired product lines, such as medium voltage protection relays from Relpol
S.A., to not only expand our product offerings but to also further strengthen our sales of high margin products. In
our metering, control and protection devices segment we propose to introduce din rail mounted multifunction
meters, power factor controllers (3 CT version), protection relays (under voltage with a timer facility), economical
versions of power supply and battery chargers, economical version of current transformers, Lumel CR4 – CZIP
(MV and LV protection), Lumel CR4 – CZIP-Linux and Lumel power quality analyzer ND50. We also propose
to introduce solar string inverters which are 3 kW to 9 kW and 100 kW.

In terms of product process development, in our aluminium high pressure die casting segment we seek to introduce
advanced manufacturing process development such as increasing the number of robo-deburring stations, setting
up an impregnation plant, increasing and enhancing the number of fully automated CNC cells, and introducing
customized high precision cleaning lines, friction stir welding, conformal cooling systems, 3D printing of mould
forming elements VR technology, automated assembly cells and poka-yoke automation.

Expanding geographical footprint

We propose to capitalize on our presence in India and expand our network of stockists/distributors supported by
opening up of branch offices in Tier II cities. In addition, we propose to upgrade existing branches to include
regional technical training and service centres which will make our product offerings more accessible and allow
us to provide product and application training along with calibration and repair services as well.

Internationally, we propose to expand our sales office and distribution network to other geographies, such as
Brazil, South Africa, Peru, France, Spain, the Kingdom of Saudi Arabia etc. We also propose to sell products from
our different manufacturing locations to bring more synergy and establish product customization centres for local
customers.

Continue to pursue our strategy for inorganic growth

Anchored against our presence in India, we steadily extended our global reach by way of strategic acquisitions in
Europe, the United Kingdom and China. Starting with the acquisition of Lubuskie Zakłady Aparatów
Elektrycznych “Lumel” Spółka akcyjna in Poland during Fiscal 2012, which (together with Lumel) has a 69-year
operating history, we gained a platform for further penetration particularly in Central and Eastern European
markets.

Since then, we have acquired businesses in China during Fiscal 2020, through which we gained an additional
environmental TMI products portfolio, and subsequently in Poland during Fiscal 2021 we acquired a division of

252
Relpol S.A. gaining a medium voltage relay offering. We propose to continue to pursue inorganic growth
opportunities in relatively larger markets and/or developed economies such as the United States, Brazil and
Turkey.

Target new customers and expand existing customer accounts

We have had prior success with attempts to cross-sell and we intend to continue to target new customers and
expand existing customer accounts. We have the ability to implement localization of products across our Nashik
Manufacturing Facilities, Poland Manufacturing Facilities. In India, we produce and sell products under the Lumel
brand and in Europe, Lumel SA sells “Rishabh” branded products. This flexibility between manufacturing
facilities has also allowed us to plug gaps in our product offerings across price and performance parameters. We
complement our product cross-selling, with cross manufacturing of suitable products at our manufacturing
facilities in India and Poland.

Given our access to global market and our ability to offer products manufactured from multiple locations under
multiple brands and our prior success with attempts to cross-sell, we intend to continue to explore cross-selling
opportunities with our existing customers. Our objective is to address more applications with the same set of
customers to increase our wallet share. In any market we target, our product innovation strategy allows us to
understand and address market needs more effectively. We have been white labelling and brand labelling our
products in domestic as well as international markets, and we propose to continue with this strategy to expand our
product offering with both existing as well as new customers.

Explore opportunities to tap emerging products and services segments

Given the dynamic nature of the engineering industry, we seek to explore new opportunities by introducing new
products and services leveraging our experience and established track-record. For instance, our entry into solar
string inverters began with a technology purchase through which we gained requisite technical know-how. As we
have done before, we intend to explore opportunities in upcoming areas while weighing our ability to assimilate
the related technology and production processes whether through technology purchase or otherwise, as well our
perception of attractive market indicators in such areas. Any proposal to enter new areas such as active harmonic
filtering, STATCOM, EV charging stations or other electricity pollution management systems would be
undertaken only after we have explored the same in minute detail.

Promote product localization

We entered into a five-year bilateral license agreement dated March 31, 2022, for product localization with Lumel
SA (the “Product Localization Contract”) under which we have established a framework to roll out localized
Lumel products in the Indian market. This will allow us to manufacture Lumel products at our Nashik
Manufacturing Facilities which will be sold as Lumel branded products in India, thereby increasing the brand
presence of Lumel here in India. In parallel, we propose to continue to manufacture products at our Poland
Manufacturing Facilities which will be marketed and sold in our target markets in Europe, thus allowing us to
capitalise on the benefit of having manufacturing facilities which are local to the markets we propose to serve.

IMPACT OF COVID-19 PANDEMIC AND THE SUBSEQUENT TURNAROUND

An outbreak of COVID-19 was recognized as a global pandemic by the WHO on March 11, 2020. In response to
the COVID-19 outbreak the governments of many countries, including India, had taken and may continue to take
preventive or protective actions, such as imposing country-wide lockdowns, restrictions on travel and business
operations and advising or requiring individuals to limit time spent outside of their homes. As a consequence of
these lockdowns, our supply chain was disrupted, large parts of our workforce were unable to attend work at our
factories, and social distancing requirements imposed further restrictions on the number of people who could work
in our production lines. A new COVID-19 variant named Omicron was detected in November 2021 and which
also caused significant supply chain disruptions.

We undertook strict implementation of social distancing norms and isolation protocols which were monitored by
our COVID-19 response team in accordance with our internal policy for management of COVID-19. The
lockdowns in India and in other countries, specifically China (due to its zero-COVID policy), caused major supply
chain disruptions in Fiscal 2023, 2022 and 2021 particularly in China, including shortages of semiconductors,
microcontrollers, cold-rolled grain-oriented steel, polycarbonate and other material and components. The
nationwide lockdown in India during April 2020 resulted in the full closure of our Nashik Manufacturing Facilities

253
for the 22 days in Fiscal 2021, resulting in no production for that period. Subsequent social distancing
requirements also meant that significantly fewer workers were able to come into our Nashik Manufacturing
Facilities, which materially reduced our production capacity. Overall, our manufacturing facilities were shut down
for a period of 34 days in India, for a period of 12 days in Poland and for a period of 79 days in China (since the
date Shanghai VA was acquired by us) due to the COVID-19 pandemic. These factors resulted in our total revenue
from operations decreasing to ₹ 3,899.56 million in Fiscal 2021. Please also see “Risk Factors – 16. The
continuing impact of the COVID-19 pandemic on our business and operations is uncertain and it may be
significant and continue to have an adverse effect on our business, operations and our future financial
performance” on page 50.

In an effort to contain the impact of the COVID-19 pandemic on the financial services sector and provide some
relief to borrowers, the RBI released guidelines relating to the COVID-19 regulatory package on March 27, 2020,
April 17, 2020 and May 23, 2020. This included a three-month moratorium on the payment of all principal
amounts and interest falling due between March 1, 2020 and May 31, 2020. The RBI subsequently extended the
moratorium on loan instalments by another three months, from June 1, 2020 to August 31, 2020. On April 7, 2021,
the RBI issued further instructions to banks to refund or adjust ‘interest on interest’ for all borrowers during the
moratorium period, in effect cancelling any charge of compound interest during the moratorium period. As a
responsible financially strong company, we chose to not avail any of the moratoriums in India, against loans.

On May 18, 2020, with the objective of providing more liquidity, the Government of India notified a reduction in
the provident fund contributions payable by all employers and employees in India from 12.00% to 10.00% for the
months of May, June and July in 2020. We complied with the said notification as applicable to employers. On
March 31, 2020, the Polish Government declared a relief package under which Lumel Alucast received a sum of
₹ 41.97 million during the months of April 2020, May 2020 and June 2020.

From the first quarter of Fiscal 2022, with increased vaccination and relaxation in social distancing norms,
operations in our facilities partially stabilized. Since then we experienced a higher demand for our products caused
due to the pent up industrial demand and higher levels of operations in our customers as the recovery from the
pandemic driven economic downturn became more apparent. While our total revenue from operations was
affected by the COVID-19 pandemic, the impact was limited and we recouped to pre-pandemic levels by Fiscal
2022. In Fiscal 2021 our total revenue from operations reduced to ₹ 3,899.56 million. Driven by the subsequent
recovery, our total revenue from operations increased by 20.59% to ₹ 4,702.50 million in Fiscal 2022, which was
higher than our pre-pandemic revenue from operations and further increased by 21.11% to ₹ 5,695.40 million in
Fiscal 2023.

Our working capital cycle reflects our management of inventory, trade receivables, trade payables and GST/VAT
input credit. We increased our inventory levels in response to the global shortage of materials, components and
other inputs, and to guard against further COVID-19 related disruption. We increased our raw material inventory
by ₹ 91.28 million and to a lesser extent, increased work-in-progress inventory as well by ₹ 12.92 million during
Fiscal 2021. This decreased our working capital cycle to 94 days in Fiscal 2021, compared to 115 days in Fiscal
2020. In Fiscal 2022, our working capital days increased to 124 days and we also increased inventory levels of
finished goods as well as work-in-progress goods by ₹ 73.92 million and ₹ 93.63 million, respectively. In Fiscal
2023, our working capital days increased to 147 days and we also increased inventory levels of finished goods
but decrease the work-in-progress goods by ₹ 59.17 million and ₹ 13.00 million, respectively in compare with
Fiscal 2022. This reflects the ongoing recovery from the effects of the COVID-19 pandemic and the gradual
normalization of payment cycles, with inventory built up to cover the semiconductor shortage and keep the
production cycles intact. The efficiency of our capital allocation and utilization across our business is illustrated
by our capital employed turnover, which was 13.77%, 15.20% and 12.16% for Fiscals 2023, 2022 and 2021.

Our Product Portfolio

Over the years, we have developed a wide range of products to meet the evolving requirement of our customers.
We offer a wide range of products primarily categorised under five segments – (a) electrical automation; (b)
metering, control and protection devices (which together with electrical automation comprise industrial panel
devices); (c) portable test and measuring instruments; and (d) solar string inverters. We also offer aluminium high
pressure die casting products. Set forth below are details of our products across segments, their applications/ end
use industries together with details of their contribution to our total revenue from operations (on a consolidated
basis):

254
 Product Select products from Applications / end-use Fiscal 2023 Fiscal 2022 Fiscal 2021
category this category industries Revenue % of Revenue % of revenue Revenue % of revenue
revenue
Electrical • Energy management • Power generation, 564.72 9.92 637.60 13.56 522.16 13.39
automation software; transmission,
• Transducers and distribution and
isolators; renewable energy;
• Paperless recorders • Industrial (FMCG,
(chartless) and data pharmaceutical,
loggers; cement, steel etc.);
• Temperature and • Railways;
humidity recorders; • Oil and gas;
• I/O converters; and • Pharmaceuticals and
• Temperature petrochemicals;
controllers. • Consumer electronics
and semiconductors;
• Data centres; and
• System integrators.

Metering, • Analog panel meters; • Energy (generation, 2427.24 42.62 2,086.34 44.37 1,646.34 42.22
control and • Rotary CAM transmission,
protection switches; distribution,
devices • Current transformers; renewable energy)
• Shunts; • Industrial (FMCG,
• Digital panel meters; pharmaceutical,
• Multifunction meters; cement, steel etc.)
• Multiload monitoring • Railways
meters; • Medium voltage
• Power quality meters; installations
• Power quality • BMS
analyzers; • Oil and Gas
• Power factor • Petrochemicals
controllers; • Laboratories
• LV Protection relays; • Defence
• Medium voltage • Consumer electronics
protection relays; and Semiconductors
• Genset controllers; • Data centres
• Synchronizing units; • Controlling power
and factor of installations
• Power supply and • Residential and
battery chargers. commercial
complexes
• DG set Ems

Portable test • Digital multimeters; • Energy (generation, 408.93 7.18 156.36 3.32 114.59 2.94
and • Digital clamp meters; transmission,
measuring • Digital insulation distribution,
instruments testers; renewable energy)
• Digital earth testers; • Industrial (FMCG,
• Environmental pharmaceutical,
instruments products cement, steel etc.)
such as ultrasonic • Railways
level/thickness meter, • Defence
digital luxmeter, non- • Laboratories
contact tachometer, • Building automation
DB meters and phase and communication
detectors • Consumer electronics,
• Submarine cable fault data centres and
locator semiconductors
• OEM manufacturers
(motors, cables and
transformers)
• Service industries
• Oil and gas industries
Solar string • Solar string inverters • Renewable energy 37.90 0.67 51.46 1.09 34.33 0.88
inverters (10 kW to 50 kW) (including micro grid
applications)

Aluminium • Precision high • Automotive 2,256.61 39.62 1,770.74 37.66 1,582.14 40.57
high pressure aluminium • Industrial automation
pressure die castings • Telecommunication
castings • Consumer durables
• EV Industry

255
Product Select products from Applications / end-use Fiscal 2023 Fiscal 2022 Fiscal 2021
category this category industries Revenue % of Revenue % of revenue Revenue % of revenue
revenue
• Street light industry

Electrical Automation

Our electrical automation business refers to manufacturing of products which streamline industrial systems,
monitors, converts and control various applications for power up and down on command, process monitoring and
controlling. We have a wide portfolio of electrical automation products catering to several industries across the
world. Our electrical automation products include energy management software, transducers and isolators,
paperless recorders (chartless) and dataloggers, temperature and humidity recorders, I/O converters and
temperature controllers among others. Instruments use a universal language called MODBUS RS 485 for
communication with each other and with external devices. This is an open-source communication protocol for
automation of electrical systems. Wireless communication, ethernet, BACnet, MQTT etc. are few others by which
our products are capable of interconnection.

The market for electrical automation components is very mature globally (Source: F&S Report). Digitization and
Industry 4.0 initiatives is pushing every industry to transform their operations to become more efficient and
flexible, thus positively impacting the electrical automation components market (Source: F&S Report). The global
electrical automation market is valued at USD 147.5 billion in 2022 and is expected to grow at CAGR of 7.8% to
reach USD 215.1 billion by 2027 (Source: F&S Report). India is forecasted to grow the fastest and largest, driven
by industrial end users (Source: F&S Report).

Our total revenue from electrical automation business was ₹ 564.72 million, ₹ 637.60 million and ₹ 522.16 million
in Fiscals 2023, 2022 and 2021, respectively, which accounted for 9.92%, 13.56% and 13.39% of our total revenue
from operations in the Fiscals 2023, 2022 and 2021, respectively.

Manufacturing

While all of our electrical automation products are manufactured in-house, specialised production processes such
as hexavalent chromium plating, chemical composition analysis of the material and master batching are
outsourced. These electrical automation products are manufactured in India at our Nashik Manufacturing Facility
I and in Poland at our Poland Manufacturing Facility I. All these manufacturing facilities are vertically integrated
with automated manufacturing and in-house dedicated R&D centres at the production sites.

Products

We have a wide portfolio of electrical automation products catering to several industries across the world. We
currently manufacture and provide I/O converters, transducer and transmitters, EMS, paperless recorder,
dataloggers, and temperature and humidity recorder among others. These find application in power generation,
transmission and distribution, renewable energy, FMCG, pharmaceutical, cement, steel, oil & gas and railways
sectors.

We are in the process of expanding our electrical automation product portfolio to add communication protocols
converters, high end recorders, multifunction transducer, pollution transducer, and humidity with temperature
transmitter with wireless communication. We are also planning to introduce certain new products in the electrical
automation segment which include neutron detectors and temperature monitors.

Set forth below is a list of our electrical automation product portfolio.

Product Product application

I/O Converters • Telemetering (eg: remote transmission of
electrical parameters to regional distribution
center)
• SCADA (Supervisory Control & Data
Acquisition)
• Field data conversion over communications

256
 Product Product application
Transducer and isolator • Telemetering (e.g. remote transmission of
electrical parameters to regional distribution
center)
• SCADA
• Process control where accurate & reliable
monitoring of Electrical parameters is
desired (eg: energy co-generation)
• Input to recorders/indicators
• Pollution board/monitoring
Paperless recorder and • Process industries
data logger • Conveyor monitoring and recording
• Solar data monitoring and recording
• Special purpose machine (SPM), Data
monitoring and recording

Temperature and • Temperature and humidity recording for use

humidity recorder in industrial installations, pharmaceuticals,
cement manufacturing, steel and data
centres

Temperature Controller • Furnace control

• Boiler control
• Temperature & Humidity monitoring and
control for various types of chambers
• Climate control & monitoring
• Process control (Pharma & Chemical
applications)

Proposed products
Transducer (multi- • Telemetering (e.g. Remote transmission of
function, self powered) electrical parameters to regional distribution
and pollution transducer center)
(EPM) • SCADA
• Process control where accurate & reliable
monitoring of Electrical parameters is
desired. (E.g. Energy co-generation)
• Input to recorders/indicators
Lumel KD10 (144x • Process industries
144) KD6 (96x96) • Conveyor monitoring and recording
recorders with universal • Solar data monitoring and recording
inputs • Special purpose machine (SPM), Data
monitoring–and recording

Lumel PD20 - RS485 to - • SCADA

USB converter • Field data conversion over MODBUS–
communications
Lumel SMP - New - • Detectors for neutron detection
neutron detector system

Customers

In electrical automation products category, we have served an aggregate of 280, 297 and 314 customers from
India in the Fiscals 2023, 2022 and 2021, respectively. Some of the significant customers for our automation
products category include ABB India Limited, Elko Vertriebs GmbH Seit 1988, Sang Chai Meter Co. Ltd, Gama
Electrical Trading Co (LLC,) Pt.Amptron Instrumindo and Siemens Limited.

Metering, Control and Protection Devices

257
Our metering, control and protection devices are used for measuring, controlling, recording, analysing and
protecting the electrical power system. We have a wide portfolio of metering, control and protection devices
catering to several industries across the world. These include analog panel meters, rotary cam switches, current
transformers, shunts, digital panel meters, multifunction meters, multi-load monitoring meters, power quality
meters, power quality analyzers, power factor controllers, LV and MV relays, genset controllers, synchronizing
units, power supply and battery chargers among others. We promote the wide range of our products basket to
panel builders with the slogan “Think Panel Think Rishabh”.

These metering, control and protection devices use a universal language called MODBUS RS 485 and MODBUS
TCP/IP over ethernet for communication with each other and with external devices. This is an open-source
communication protocol.

The metering, control and protection devices market is well established globally (Source: F&S Report). The global
COVID-19 pandemic has caused a slowdown in multiple industries, notably delaying construction activities and
new investments in retrofits of building systems (Source: F&S Report). The market is expected to improve when
economic investments gain momentum (Source: F&S Report). The global metering, control and protection
devices market is estimated at USD 34.08 billion in 2022 and is expected to witness a steady growth at 4.8%
CAGR to reach USD 43.04 billion by 2027 (Source: F&S Report). Resumption of infrastructure development
activities is expected to push adoption from commercial and utility applications across the globe (Source: F&S
Report).

Our total revenue from metering, control and protection devices was ₹ 2,427.24 million, ₹ 2,086.34 million and ₹
1,646.34 million in the Fiscals 2023, 2022 and 2021, respectively, which accounted for 42.68%, 44.37% and
42.22% of our total revenue from operations in the Fiscals 2023, 2022 and 2021, respectively.

Manufacturing

All of our metering, control and protection devices are manufactured in-house at our Nashik Manufacturing
Facility I and in Poland at our Poland Manufacturing Facility I. All these manufacturing facilities are vertically
integrated with automated manufacturing and in-house dedicated R&D centres at the production sites. Labour
intensive low value-added specialised production processes such as silver plating on contacts, blackodizing on
screws, tin / zinc plating, chemical composition of the material and master batching are outsourced.

Products

We have a wide portfolio of metering, control and protection devices catering to several industries across the
world. We currently manufacture and provide analog panel meter, rotary CAM switch, low voltage and medium
voltage protection relay, current transformer, shunt, digital panel meter, multifunction meters, multiload monitor,
power quality monitor, power quality analyzer, synchronizing unit, power factor controller, genset controllers,
power supply and battery chargers. These find application in power generation, transmission and distribution,
renewable energy, FMCG, pharmaceutical, cement, steel, defence, oil, gas and petrochemicals, medium voltage
installation, building management system, laboratories, data centers, controlling power factor of installation, DG
set, EV charging industries, UPS and SPM manufacturers and railways sectors.

We are in the process of expanding our metering, control and protection devices portfolio to add communication
protocols (such as MQTT, BACNet with an inbuilt FTP server, ProfiNet), wireless communication and meters
with complete modularity, DIN mounted multifunction meters, 3CT PFC, power supply and battery chargers and
basic protection relays. We are also planning to introduce certain new products in the metering, control and
protection devices segment which includes LM Series with MQTT, LM Series with BACNet, economical current
transformers, MV+LV protection relays and ND 50 advance power quality analysers etc.

Set forth below is a list of our metering, control and protection devices product portfolio.

Product Product application

Analog panel meter • All types of panels (electrical parameter
monitoring)
• Test benches
• Laboratories
• DG sets

258
Product Product application
Rotary CAM switch • All types of panels/ distribution boards
• Test benches
• Laboratories
• E- bikes
• DG sets
Current transformer • All types of panels
• Fuse switch disconnectors
• Load monitoring
• DG sets

Shunt • DC current measurements

• Battery charging and monitoring
• Uninterrupted power supply (UPS)
Digital Panel Meters • All types of panels (electrical parameter
monitoring)

Multifunction meter • All types of panels (electrical parameter

monitoring)
• Load monitoring
• Energy billing monitoring (sub- metering)
• Building management systems (BMS)

Multiload monitoring Same as above

meter

Power quality meter • Power quality analysis (critical loads and

main incoming 3 phase systems)

Power quality analyser Same as above

Power factor controller • Power factor correction system (APFC

panels)

LV protection relays • Electrical faults monitoring and protection

in LV system

Medium voltage • Electrical faults monitoring and protection

protection relay in MV system for network safety

259
Product Product application
Genset controller • DG sets

Synchronizing units • Power generation

• Transmission and distribution
• Renewable energy
• Steel

Power supply and • Special purpose machine (SPM)

battery charger • Battery charging stations

Analog Panel Meter - • All types of panels (electrical parameter

Phase sequence monitoring)
indicator • Test benches
• Laboratories
• DG sets

Rotary CAM switch - • Phase segregation distribution boards

with LED indications required in residential and commercial
buildings

LV Protection relays- • Electrical faults monitoring–and

basic earth leakage protection
relay

Lumel N32 (family) • All types of panels (electrical parameter

monitoring)

Proposed products
Current transformer - - • All types of panels
ANSI housing CT’s • Fuse switch dis-connectors
and economical • Load monitoring
version • DG sets
Digital Panel meters - • All types of panels
Multifunction Meters: • All types of panels
A) DIN rail MFMs; • Load monitoring
B) Panel Mount • Energy billing monitoring (sub-metering)
(High end and • Building management system BMS
economical version);
and
C) Direct current
operated meters (with
MID and without
MID)
Power factor controller - • Power factor correction system
(PFC) - 3 CT version
Lumel CR4 - CZIP • Electrical faults monitoring and protection
(MV+LV protection)
Lumel CR4 - CZIP-
Linux

260
 Product Product application
Lumel Power quality • Power quality analysis (critical loads and
analyzer ND50 main incoming three-phase systems)

Power Supply and - • Special purpose machine (SPM)

Battery Charger- • Battery charging stations
Economical versions

Customers

In the metering, control and protection devices category, we have served an aggregate of 842, 565 and 567
customers from India in the Fiscals 2023, 2022 and 2021. Some of the significant customers for our metering,
control and protection devices category include ABB India Limited, Siemens Limited, Pronutec S.A., L&T
Electrical & Automation (a unit of Scheider Electric India Private Limited), Hitachi Energy India Limited, Hical
Technologies Private Limited, OMEGA Electric Machinery Co. Ltd., Amptron (S) Pte Ltd., Dash Controls
Systems, Mantra Switchgear Co. Ltd., Lucy Electric India Private Limited and Perel OY.

Portable test and measuring instruments

Our portable test and measuring instruments business refers to manufacturing of products which are used by our
customers to inspect, test, calibrate, and measure parameters of a system, facility, instrumentation or process. We
have a wide portfolio of portable test and measuring instruments catering to various sectors. Our test and
measuring instruments include digital multimeters, digital clamp meters, digital insulation testers, digital earth
testers and environmental products such as ultrasonic level/thickness meter, digital luxmeter, non-contact
tachometers, DB meters and phase detectors, and submarine cable fault locators among others.

Portable test and measurement equipment play a central role in enabling digital transformation, IoT, Industry 4.0
and autonomous living, as the need for highly reliable and advanced electronic device increases (Source: F&S
Report). F&S estimates the portable test and measurement market at USD 5.1 billion in 2022. The market is
expected to grow at 5.1% and reach USD 6.6 billion by 2027 (Source: F&S Report). Growth by region will be led
by India and APAC (Source: F&S Report). The end-users that will drive demand includes automotive and power
industries (Source: F&S Report).

Our total revenue from the portable test and measuring instruments business was ₹ 408.93 million, ₹ 156.36
million and ₹ 114.59 million in the Fiscals 2023, 2022 and 2021, respectively, which accounted for 7.18%, 3.32%
and 2.94% of our total revenue from operations in the Fiscals 2023, 2022 and 2021, respectively.

Manufacturing

While all of our portable test and measuring instruments are manufactured in-house, labour intensive low value-
added specialised production processes such as nickle-gold plating on contacts and PCB of the material and master
batching are outsourced. Portable test and measuring instruments products are manufactured in India at our Nashik
Manufacturing Facility I, in Poland at our Poland Manufacturing Facility I and in China at our China
Manufacturing Facility. All these manufacturing facilities are vertically integrated with automated manufacturing
and in-house dedicated R&D centres.

Products

We have a wide portfolio of portable test and measuring instruments products catering to various industries across
the globe. We currently manufacture and provide digital multimeters, digital clamp meters, digital insulation
testers, digital earth testers and environmental products such as ultrasonic level/thickness meter, digital luxmeter,
non-contact tachometers and submarine cable fault locators among others. These find application in power
generation, transmission and distribution, renewable energy, FMCG, pharmaceutical, cement, steel, building
automation and communication, consumer electronics and semiconductor, data center, oil and gas, OEM
manufacturer (transformer, cable and motor), service industry and railways sectors.

261
We are also planning to introduce certain new products in the test and measuring instruments products segment
which include economical version of digital multimeters and clamp meters, digital earth tester, signal calibrators,
digital leakage clamp meters etc.

Set forth below is a list of our test and measuring instruments product portfolio.

Product Product application

Digital multimeter • Component testing (resistor, capacitor,
diode etc.)
• Battery testing
• Repair and maintenance in service industries
• Testing in panels
• Solar inverter testing
• Student use
• Axle counter testing at railway tracks
• Variable frequency drive testing
• Voltage and current testing in panels
• Used in accreditation laboratories
• Educational institutions

Digital clamp meter • Cable testing

• Busbar testing
• Motor testing
• Processing industries
• Battery Testing
• Repair and maintenance in service industries
• Voltage and current testing in panels
• Solar segment industries
• Educational institutions
• Phase-Phase and Phase-Neutral Voltage
measurement in Single and Three Phase
testing
Digital insulation tester • Substation (state utilities, power grid),
railway substations, cement and steel
substations)
• Transformer testing
• Motor testing
• Cable testing
• CT-PT testing
• Panel testing
• LA testing
• Other electrical devices testing
Digital earth testers • Earth pit testing industrial and commercial
applications
• Earth pit testing of power generation grid
• Earth pit testing of power transmission grid
• Earth pit testing of power distribution grid

Environmental • Liquid level in bottles (ultrasonic level

Products (ultrasonic meter)
level/thickness meter, • Automated process (ultrasonic level meter)
digital luxmeter, non • Robotics sensing (ultrasonic level meter)
contact tachometer • Proximity sensors (ultrasonic level meter)
portable, DB meter, • For measurement of amount of light on work
phase detector) surface (digital luxmeter)
• For measurement of revolution, speed and
rotation using laser infrared or light source
(tacho meter)
• For measurement of the environmental noise
(DB meter)
• Motor control (DB meter)

262
 Product Product application
• Radar and telecommunication system (DB
meter)
• Servo mechanisms (phase detector)
Tinsley precision • Cable fault finding
instruments - • Cable survey and tracking system
submarine cable fault
locator (model 5903)

Proposed products
Digital multimeter - • Component testing (resistor, capacitor,
(economical version) diode etc.)
• Battery testing
• Repair and maintenance in service industries
• Testing in panels
• Student use
Digital Clamp meter- - • Battery Testing
Economical version • Repair and maintenance in service industries
• Voltage and current testing in Panels
• Educational institutes
Digital leakage clamp - • To measure the process current 4-20mA
meter • To measure the leakage current in earth pits
• To measure the leakage current of panels
Digital Earth testers - • Earth pit testing (industrial and commercial
applications)
• Earth pit testing of power generation grid
• Earth pit testing of power transmission grid
• Earth pit testing of power distribution grid
Signal Calibrator - • Service Industries
• Laboratories
• Communication
• Defence
• Data centre

Customers

In the portable test and measuring instruments products category, we have served an aggregate of 228, 210 and
203 customers from India in the Fiscals 2023, 2022 and 2021. Some of the significant customers for our test and
measuring instruments products category include Sang Chai Meter Co. Ltd., Gama Electric Trading Co. (LLC),
Gossen Metrawatt GmbH, Endress+ Hauser Flowtec AG, Lucas-Nulle GmbH and Safetytest GmbH.

Solar String Inverters

We manufacture and supply solar string inverters to our customers which are used with solar arrays to convert the
energy that is generated (direct current) to usable electricity (alternating current) and also has micro-grid
applications. These solar string inverters include power classes from 10 kW to 50 kW. Our solar string inverter
have integrated data storage, USB connectivity and widescreen LED display. They even have inbuilt GSM
modules or remote monitoring with IoT module.

In respect of the industry outlook for solar string inverters, the global revenue for solar string inverters is expected
to increase from USD 4.3 billion in 2022 to USD 6.6 billion in 2027, at a CAGR of 9.1% (Source: F&S Report).
Commercial and residential rooftop solar installations are driving the market’s growth (Source: F&S Report).
APAC (excluding India) is the fastest growing region (Source: F&S Report).

Our total revenue from our solar string inverter business was ₹ 37.90 million, ₹ 51.46 million and ₹ 34.33 million
in the Fiscals 2023, 2022 and 2021, respectively, which accounted for 0.67%, 1.09% and 0.88% of our total
revenue from operations in the Fiscals 2023, 2022 and 2021, respectively.

263
Manufacturing

Our solar string inverters are manufactured in-house. We gained the technical capability from a prior technology
purchase and have since manufactured solar string inverters as per our own designs. These solar string inverters
are manufactured in India at our Nashik Manufacturing Facility I. This manufacturing facility is vertically
integrated with automated manufacturing and has an in-house dedicated R&D centre. Certain manufacturing
processes, such as the epoxy coated powder housing and blackodizing on screws, are outsourced.

Products

We manufacture solar string inverters with a wide range of power class. Our solar string inverters include power
classes from 10 kW to 50 kW and are designed for use in photovoltaic installations connected to the grid. These
solar string inverters have integrated data storage, USB connectivity and widescreen LED display. They even
have inbuilt GSM modules or remote monitoring with IoT module. These find application in power generation,
transmission and distribution and renewable energy sectors.

We are in the process of expanding our solar string inverter products portfolio to include products in power classes
from 3 kW to 9 kW and 100 kW.

Customers

In our solar string inverter products category, we have served an aggregate of 70, 89 and 81 customers from India
in the Fiscals 2023, 2022 and 2021. Some of the significant customers for our solar string inverter products
category include Adarsh Solar Power Solution, Agronova Solar, Ailis Energy Private Limited, Amogeo Ites India
Limited, Argus Solar Power, Bhavani Infra Projects, Codegreen Energy Private Limited, Inox Solar Energy,
Power Edge and Saicon Power System.

Aluminium high pressure die castings

We forayed into manufacturing of high pressure aluminium castings in through our acquisition of Lubuskie
Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna which was completed during Fiscal 2012. Lubuskie
Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjnawas state-owned at the time and post our acquisition
we restructured the business into two separate companies, Lumel Alucast and Lumel SA, with the high pressure
die casting business being housed in Lumel Alucast and production of electrical and electronics products being
housed in Lumel SA. We provide complete aluminium high pressure die casting solutions for customers requiring
close tolerance fabrication (such as automotive compressor manufacturers and automation high precision flow
meters manufacturers), machining and finishing of precision components. Our aluminium diecasting business is
headquartered in Poland and, as per the F&S Report, Lumel is the most popular brand in Poland when it comes
to meters, controllers, and recorders and is one of the leading non-ferrous pressure casting players in Europe.

264
For aluminium high pressure die castings, F&S estimates that the global aluminium high pressure die casting
market is at USD 83.9 billion in 2022 (Source: F&S Report). The market is estimated to grow at 6.1% CAGR
from 2022 to 2027 and reach USD 112.9 billion by 2027 (Source: F&S Report). Automotive will remain the
highest revenue contributor across all regions (Source: F&S Report). APAC will lead revenue growth in the next
five years (Source: F&S Report).

Our total revenue from aluminium castings business was ₹ 2,256.61 million, ₹ 1,770.74 million and ₹ 1,582.14
million in the Fiscals 2023, 2022 and 2021, respectively, which accounted for 39.62%, 37.66% and 40.57% of
our total revenue from operations in the Fiscals 2023, 2022 and 2021, respectively.

Manufacturing

Our aluminium high pressure die castings are manufactured in-house in Poland at our Poland Manufacturing
Facility II. Poland Manufacturing Facility II has an aluminium high pressure die casting facility comprising a
foundry, CNC machining, post processing, tool shop and a laboratory.

Products

We provide complete aluminium high pressure die casting solutions for customers requiring close tolerance
fabrication (such as automotive compressor manufacturers and automation high precision flow meters
manufacturers), machining and finishing of precision components. We have a wide range of castings capability.
These are sold in automotive, industrial automation, telecommunication, consumer durable, EV and street light
industries.

In terms of product process development, in our aluminium high pressure die casting segment we propose to
introduce advanced process development such as increasing the number of robo-deburring stations, setting up an
impregnation plant, increasing and enhancing the number of fully automated CNC cells, introducing customized
high precision cleaning lines, friction stir welding, conformal cooling systems, 3D printing of mould forming
elements VR technology, automated assembly cells and poka-yoke automation.

Order Book

Our order book for aluminium high pressure die casting (which represents our estimated revenue for ongoing
projects and new contracts awarded to us including orders for tools and first samples, orders received from
customers and does not include forecasts or estimations), as on May 31, 2023, was Euro 1.25 million or ₹ 112.06
million.

Customers

In our aluminium high pressure die castings products category, we have served an aggregate of 82, 61 and 58
customers from Lumel Alucast in the Fiscals 2023, 2022 and 2021. Our significant customers for our aluminium
high pressure die castings products category include Endress+Hauser Flowtec AG.

265
Innovation and Research & Development

We are a technology and R&D focussed enterprise. Our global presence affords us exposure to the latest
technologies for our core segments and we accordingly strive to drive both our product portfolio and service
offerings with our R&D capabilities. We have R&D centers in India, Poland and China, where R&D units are at
our Nashik Manufacturing Facilities, Poland Manufacturing Facilities and China Manufacturing Facility,
respectively, which as on May 31, 2023 housed 95 engineers on an aggregate basis. Our key product innovations
and patents are as follows:

Our R&D unit at Nashik Manufacturing Facility I is recognised by the Department of Scientific & Industrial
Research, GoI. Our R&D team in India is divided into three functional groups which support product development
from concept to bulk production. These are (a) Electronic Design and Development (for design and development
of embedded technology based smart products); (b) Mechanical Department (for plastic component designing);
and (c) Tool R&D (for design, development and manufacturing of moulds for plastic components).

Our R&D goals extend beyond product innovation and also focus on the efficiency of our product development
cycle. For instance, we deploy advanced prototyping technology such as 3D printing of plastic components in
order to freeze the concept. This helps us avoid issues which could arise from lengthy and extensive cycles of
mould designing and manufacturing. We also utilize an in-house PCB prototyping technology for faster
electronics design. This in-house set up diminishes the dependency upon third party developers which improves
efficiency and gives us greater control on overall process quality.

In Poland, Poland Manufacturing Facility I has in-house R&D, engineering manufacturing and testing capabilities.
In Poland Manufacturing Facility II, we have an in-house design facility which comprises design optimization,
engineering drawings and 3D documentation. Poland Manufacturing Facility II also includes the design capability
for aluminium moulds, trimming dies and computer numerical control (CNC) tools.

Our R&D efforts are focused on (a) the development of next generation innovative products with unique features;
(b) upgrading existing products to match current market requirements; (c) innovating and providing customers
with advanced products to ease of high-end applications; and (d) creating solutions to improve existing
manufacturing processes to improve manufacturing efficiency and manage the cost of manufacturing. This is
aligned with our product design objectives, which are manufacturing efficiency and avoiding human interference

266
in calibration and testing of products. Our automated closed loop systems for testing and calibrations, in particular,
are targeted at achieving this objective. All test results are stored on a cloud and which is easily accessible to our
customers who can access it anytime with necessary authentication.

Our ability to develop and integrate technology allows us to provide innovative and customizable solutions to our
customers more efficiently. Set forth below are instances where we innovated a product which resolved
operational issues in the field as well as where we made a cost-effective solution available to our customers in
India:

Case Study 1: A drawback of the existing clamp meters is that they are physically awkward to use or are at a
relatively inaccessible position, in situations where the conductor elements which need monitoring are tightly
placed in congested physical configurations. Under these circumstances, when the clamp jaws are placed around
a conductor, the display and the keys might be orientated in a position which makes reading the display and
operation of keys very difficult, if not impossible. This makes the measurement and online monitoring processes
cumbersome. Conductors that are either situated overhead or disposed in tight physical spaces such as an electrical
cabinet are examples of such situations. We invented and patented a clamp meter with rotary jaw which can be
rotated at various angles, in order to access conductor elements such as bus bars, cables or other conductors that
are placed in physically awkward or relatively inaccessible positions for measuring current. With the help of the
rotary jaw mechanism, the display of the meter, remains visible even when the clamps have been rotated. The
push buttons and function selection switches are easy to operate in the field situations.

Case Study 2: Insulation resistance tester is a special type of ohm meter used to measure the electrical resistance
of insulators. Over time insulation ages and its insulating performance deteriorates which can reduce the electrical
resistivity of the insulating materials, thus increasing leakage currents which could lead to incidents which may
be serious in terms of both safety and the costs of production stoppages. A major drawback of existing insulation
testers was the lack of features such as interference noise rejection current up to 8mA, DD test facility, short
circuit current up to 6mA, ingress protection IP65 and the difficulty of operating successfully in 400kV live
switch-yards. Such features were only available when purchased from international manufacturers and imported,
which not only increased costs but also created challenges with receiving prompt service. Our insulation resistance
testers being locally designed, developed and manufactured here in India, are cost efficient as they do not require
any additional import costs and are also equipped with the requisite features provided by international
manufacturers.

Our Operations

Our Manufacturing Facilities

We manufacture all our products in-house from our five manufacturing facilities – two in India, two in Poland
and one in China – these are Nashik Manufacturing Facility I, Nashik Manufacturing Facility II, Poland
Manufacturing Facility I, Poland Manufacturing Facility II and China Manufacturing Facility. In addition, we
have two modification centres one in Kennesaw, Georgia, United States and the other in Essex, England; and also
have warehouses in Nashik Manufacturing Facility I, Poland Manufacturing Facility I, China Manufacturing
Facility, as well as at both our modification centres in Kennesaw, Georgia, United States and in Essex, England.

Set forth below are the details of our manufacturing facilities.

Name Land Owned Products Facilities Accreditations

Area / leased manufactured
(sq. mt)
Nashik 10,240 Leased • Electrical • Workshop • Quality management
Manufacturing (95 year automation; • R&D centre system: ISO 9001:2015
Facility I lease) • Metering, control • Electronics
and protection production
devices; • Sales and
• Portable test and marketing,
measuring engineering,
instruments; and logistics,
• solar string planning,
inverters quality,
administration
and IT offices

267
 Name Land Owned Products Facilities Accreditations
Area / leased manufactured
(sq. mt)

Nashik 9,195 Leased • Tools and moulds • Mould shop • Quality management
Manufacturing (95 year • Energy • EMI-EMC system: ISO 9001:2015
Facility II lease) management laboratory • EMI-EMC laboratory:
software • R&D centre NABL accredited – IEC
(MARC) • Energy 17025:2017
Solution Labs

Poland 12,000 Owned • Electrical • Electronics • ISO 9001:2015, IATF

Manufacturing automation; production 16949:2016, ISO
Facility I • Metering, control • R&D centre 14001:2015,
and protection • Laboratory
devices; and • Sales,
• Portable test and engineering,
measuring logistics,
instruments planning,
quality,
administration
and IT offices
Poland 17,000 Owned • Aluminium • Foundry • ISO 9001:2015, IATF
Manufacturing castings • CNC 16949:2016, ISO
Facility II machining and 14001:2015
surface
treatment
• Tool shop and
engineering
• R&D centre
and laboratory
• Sales,
engineering,
logistics,
planning,
quality,
administration
and IT offices
China 1,531 Leased • Portable test and • Manufacturing ISO 9001:2015 and for
Manufacturing measuring • R&D centre products, CE, ROHS, UKCA
Facility instruments

The following table sets forth the installed capacity and the rate of capacity utilization of our manufacturing
facilities.

[Remainder of this page intentionally left blank]

268
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Analog 6 Days / Week
1,596,600 812,410 Week 50.88 2,140,800 13,47,420 62.94 2,140,800 1,118,220 6 Days / Week 52.23
Panel Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 Days / 3 Shift / Day
Current 6 Days / Week
840,000 659,783 Week 78.55 1,200,000 9,00,000 75.00 1,320,000 1,241,203 6 Days / Week 94.03
Transformer 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Digital Panel 6 Days / Week
120,000 63,253 Week 52.71 110,400 70,200 63.59 110,400 63,327 6 Days / Week 57.36
Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Multifunctio 6 Days / Week
144,000 56,886 Week 39.50 148,800 88,800 59.68 148,800 77,393 6 Days / Week 52.01
n Meter 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
Nashik
Rishabh 2 Shift / Day
Manufact 2 Shift / Day
1 Instruments Power 6 Days / 2 Shift / Day
uring 6 Days / Week
Limited Factor 37,200 18,959 Week 50.96 36,000 26,400 73.33 36,000 23,035 6 Days / Week 63.99
Facility I 51 Weeks /
Control 51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Power 6 Days / Week
48,000 13,299 Week 27.71 48,000 18,000 37.50 48,000 26,820 6 Days / Week 55.88
Supply 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Solar 6 Days / Week
2,160 401 Week 18.56 2,160 689 31.90 2,160 713 6 Days / Week 33.01
Invertors 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Transducer 85,200 43,509 Week 51.07 91,200 64,800 71.05 91,200 64,079 6 Days / Week 70.26
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day 1 Shift / Day
1 Shift / Day
Multimeter 57,000 33,396 6 Days / 58.59 66,600 40,872 61.37 66,600 51,413 6 Days / Week 77.20
6 Days / Week
Week 51 Weeks / Year

269
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
51 Weeks / 51 Weeks /
Year Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Switches 216,000 164,865 Week 76.33 240,000 1,44,000 60.00 240,000 118,334 6 Days / Week 49.31
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
Other 6 Days / 1 Shift / Day
6 Days / Week
Digital 115,200 41,985 Week 36.45 108,000 56,400 52.22 108,000 44,650 6 Days / Week 41.34
51 Weeks /
Products 51 Weeks / 51 Weeks / Year
Year
Year
Total 3,261,360 1,908,746 58.53 4,191,960** 2,757,581 65.78 4,311,960** 2,829,187 65.61
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Moulds 70 51 Week 72.86 70 61 87.14 100 92 6 Days / Week 92.00
51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
6 Days / Week
Press Tools 10 8 Week 80.00 10 5 50.00 10 3 6 Days / Week 30.00
51 Weeks /
Nashik 51 Weeks / 51 Weeks / Year
Year
Rishabh Manufact Year
2 Instruments uring 1 Shift / Day
1 Shift / Day
Limited Facility 6 Days / 1 Shift / Day
Die Casing 6 Days / Week
II 8 0 Week 0.00 8 0 0.00 8 5 6 Days / Week 62.50
Dies 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
1 Shift / Day
1 Shift / Day
6 Days / 1 Shift / Day
Jigs & 6 Days / Week
12 27 Week 225.00# 12 34 283.33# 12 10 6 Days / Week 83.33
Fixtures 51 Weeks /
51 Weeks / 51 Weeks / Year
Year
Year
Total 100 86 86.00 100 100 100.00 130 110 84.62
Multimeters 241,920 208,008 85.98 378,000 257,262 68.06 378,000 261,000 1.5 SHIFTS/ 69.05
Clamp Day
80,640 74,883 92.86 126,000 92,614 73.50 126,000 85,200 67.62
Meters 1.5 SHIFTS 5.5 days / week
Shanghai China Environment / Day 1.5 SHIFTS/ 42 weeks / Year
80,640 62,402 77.38 126,000 77,179 61.25 126,000 71,200 56.51
VA Manufact Meters 5.5 days / Day April and May
3
Instrument uring Power week 5.5 days / week complete
21,504 8,320 38.69 33,600 10,290 30.63 33,600 12,350 36.76
Co. Ltd Facility % Supply 42 weeks / 42 weeks / Year lockdown and
Water Meter 26,880 20,800 Year 77.38 42,000 25,726 61.25 42,000 32,700 factory closed. 77.86
Data Logger 26,880 8,320 30.95 42,000 10,290 24.50 42,000 5,000 June production 11.90
Calibrator 32,256 12,480 38.69 50,400 15,436 30.63 50,400 41,200 hampered 81.75

270
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
Thermomete
26,880 20,800 77.38 42,000 25,726 61.25 42,000 3,620 8.62
rs
Total 537,600 416,013 77.38 840,000@ 514,523 61.25 840,000 512,270 60.98
3 Shift / Day
Power 3 Shift / Day
6 days / 3 Shift / Day
network 6 days / Week
36,000 6,714 Week 18.65 36,000 8,485 23.57 36,000 16,908 6 days / Week 46.97
meters and 48 Weeks /
48 Weeks / 48 Weeks / Year
analyzers Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Digital 6 days / Week
57,600 10,763 Week 18.69 57,600 12,836 22.28 57,600 10,763 6 days / Week 18.69
meters 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
Transducers 6 days / 3 Shift / Day
6 days / Week
and 72,000 13,725 Week 19.06 72,000 15,394 21.38 72,000 16,637 6 days / Week 23.11
48 Weeks /
separators 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Temperature 6 days / Week
34,200 6,733 Week 19.69 34,200 7,579 22.16 34,200 6,844 6 days / Week 20.01
controllers 48 Weeks /
Poland 48 Weeks / 48 Weeks / Year
Year
LUMEL Manufact Year
4
SA uring 3 Shift / Day
3 Shift / Day
Facility I Power 6 days / 3 Shift / Day
6 days / Week
controllers 2,520 436 Week 17.30 2,520 458 18.17 2,520 391 6 days / Week 15.52
48 Weeks /
and SSR 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
6 days / Week
Recorders 900 200 Week 22.22 900 208 23.11 900 259 6 days / Week 28.78
48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
I/O modules, 6 days / 3 Shift / Day
6 days / Week
converters, 21,600 2,223 Week 10.29 21,600 2,234 10.34 21,600 2,086 6 days / Week 9.66
48 Weeks /
data loggers 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
Analog 6 days / Week
144,000 33,353 Week 23.16 144,000 38,647 26.84 144,000 31,777 6 days / Week 22.07
meters 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year

271
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
3 Shift / Day
SMP 3 Shift / Day
6 days / 3 Shift / Day
radiation 6 days / Week
180 2 Week 1.11 180 15 8.33 180 30 6 days / Week 16.67
monitor 48 Weeks /
48 Weeks / 48 Weeks / Year
systems Year
Year
Digital 3 Shift / Day
3 Shift / Day
security 6 days / 3 Shift / Day
6 days / Week
CZIP-PRO 3,456 10 Week 0.29 3,456 10 0.29 3,456 645 6 days / Week 18.66
48 Weeks /
and CZIP- 48 Weeks / 48 Weeks / Year
Year
2R-PRO Year
SHUNT
3 Shift / Day
(Earlier part 3 Shift / Day
6 days / 3 Shift / Day
of LSA 6 days / Week
396,000 90,829 Week 22.94 396,000 95,427 24.10 396,000 79,233 6 days / Week 20.01
MFG) 48 Weeks /
48 Weeks / 48 Weeks / Year
(Mechanical Year
Year
Assly)
3 Shift / Day
3 Shift / Day
6 days / 3 Shift / Day
PCBs (EMS 6 days / Week
12,528,000 2,958,172 Week 23.61 12,528,000 2,400,127 19.16 12,528,000 2,534,020 6 days / Week 20.23
Production) 48 Weeks /
48 Weeks / 48 Weeks / Year
Year
Year
Total 13,296,456 3,123,160 23.49 13,296,456 2,581,420 19.41 13,296,456 2,699,593 20.30
3 Shift / Day
3 Shift / Day
AUTOMOT 5 days / 3 Shift / Day
6 days / Week
IVE 4,500,000 3,000,000 Week 66.67 4,500,000 2,500,000 55.56 4,500,000 3,800,000 6 days / Week 84.44
48 Weeks /
(CASTING) 48 Weeks / 48 Weeks / Year
Year
Year
3 Shift / Day
NON 3 Shift / Day
5 days / 3 Shift / Day
AUTOMOT 5 days / Week
1,700,000 1,300,000 Week 76.47 1,700,000 1,660,000 97.65 1,700,000 1,670,000 6 days / Week 98.24
IVE 48 Weeks /
48 Weeks / 48 Weeks / Year
(CASTING) Year
Poland Year
Manufact 3 Shift / Day
LUMEL AUTOMOT 3 Shift / Day
5 uring 5 days / 3 Shift / Day
ALUCAST IVE (CNC 7 days / Week
Facility 4,000,000 2,390,000 Week 59.75 4,000,000 2,052,000 51.30 5,200,000 2,900,000 7 days / Week 55.77
MACHININ 48 Weeks /
II 48 Weeks / 48 Weeks / Year
G) Year
Year
NON 3 Shift / Day
3 Shift / Day
AUTOMOT 5 days / 3 Shift / Day
6 days / Week
IVE (CNC 1,600,000 1,210,000 Week 75.63 2,400,000 1,954,000 81.42 2,400,000 1,800,000 6 days / Week 75.00
48 Weeks /
MACHININ 48 Weeks / 48 Weeks / Year
Year
G) Year
MOULDS 3 Shift / Day 3 Shift / Day
3 Shift / Day
(TOOLSHO 45 24 5 days / 53.33 45 24 53.33 45 37 5 days / Week 82.22
5 days / Week
P) Week 48 Weeks / Year

272
 As at/for the financial year ended March 31, 2021 As at/for the financial year ended March 31, 2022 As at/for the financial year ended March 31, 2023
Installed
Assumption
Installed Capacity Installed
s Capacity
Capacity as Actual Capacity as at Actual Assumptions Capacity as at Actual Assumptions Capacity
Manufac (No of shifts Utilizatio
Sr at March 31, Production Utilization March 31, Productio (No of shifts / March 31, Production (No of shifts / Utilization
Company turing Product / Working n
No. 2021 (Units (Units) (in %) 2022 n (Units) Working Days 2023 (Units (Units) Working Days / (in %)
Facility* Group Days in a (in %)
per Annum) (Annual) (F=E/D*1 (Units per (Annual) / Working per Annum) (Annual) Working weeks, (L=K/J*100
week/ (I=H/G*
(Annual) (E)## 00) Annum) (H) days, etc.) (Annual) (K) etc.) )
Working 100)
(D) (Annual) (J)
days etc.)
(G)
48 Weeks / 48 Weeks /
Year Year
3 Shift / Day
TRIMING 3 Shift / Day
5 days / 3 Shift / Day
TOOL 5 days / Week
15 3 Week 20.00 15 5 33.33 15 17 5 days / Week 113.33
(TOOLSHO 48 Weeks /
48 Weeks / 48 Weeks / Year
P) Year
Year
3 Shift / Day
CNC 3 Shift / Day
5 days / 3 Shift / Day
FIXTURES 5 days / Week
15 8 Week 53.33 15 12 80.00 15 21 5 days / Week 140.00
(TOOLSHO 48 Weeks /
48 Weeks / 48 Weeks / Year
P) Year
Year
12,600,075
Total 11,800,075 7,900,035 66.95 *** 8,166,041 64.81 13,800,075*** 10,170,075 73.70
TOTAL OF ALL
All
MANUFACTURING 28,895,591 13,348,040 46.19 30,928,591 14,019,665 45.33 32,248,621 16,211,235 50.27
Products
FACILITIES (1 to 5 above)
As certified by certificate dated August 8, 2023 by Manish M Kothari, Chartered Engineer.
**The installed capacity at the Nashik Manufacturing Facility I increased: (i) in Fiscal 2022 from 3,261,360 units per annum to 4,191,960 units per annum due to product wise profit center concepts introduced and consequent addition to factory building, plant &
machinery and other manufacturing equipment, and (ii) in Fiscal 2023 from 4,191,960 units per annum to 4,311,960 units per annum due to the increase in the installed machineries.
***The installed capacity at the Poland Manufacturing Facility II increased: (i) in Fiscal 2022 from 11,800,075 units per annum to 12,600,075 units per annum due to the addition of new machinery, and (ii) in Fiscal 2023 from 12,600,075 units per annum to
13,800,075 units per annum due to the addition of new machinery.
@
During Fiscal 2022, the installed capacity of the China Manufacturing Facility, increased from 537,600 units per annum to 840,000 units per annum due to shifting of the manufacturing facility of Shanghai VA Instrument Co. Ltd from the Earlier Chinese
Manufacturing Facility to the current location in January 2021.
# During Fiscals 2021 and 2022, the capacity utilisation of the Nashik Manufacturing Facility II for manufacturing jigs and fixtures was 225.00% and 283.33%, respectively due to receipt of smaller size of jigs and fixtures requirements which consumes lesser
machine cycle time allowing production of larger quantity.
## With respect to the China Manufacturing Facility, sales of accessories for finished products have also been considered as part of the calculation of the actual units produced. In the table above, for the computation of the units produced at the China Manufacturing
Facility, the accessories have been considered as a percentage of the value of the related finished products per unit.
% The manufacturing facility of Shanghai VA Instrument Co. Ltd shifted from 881 Yecheng Rd, Jia Ding District, Shanghai 201821, China (the “Earlier Chinese Manufacturing Facility”) to its current location in January 2021. References to and details in relation
to the China Manufacturing Facility in the table above are to the Earlier Chinese Manufacturing Facility and the current China Manufacturing Facility as applicable.

Note:
1. Assumptions mentioned in the table with respect to number of shifts per day and number of working days in a week and number of weeks at a particular manufacturing facility in a financial year are assumptions for the installed capacity of such manufacturing
facility and the assumptions have been included on the basis of available resources like tools, machineries along with manpower and the period for which such manufacturing facility was shut-down during the Financial Year.

273
1. Our Manufacturing Facilities in India

Our Nashik facilities comprise two facilities Nashik Manufacturing Facility I and Nashik Manufacturing Facility
II (together “Nashik Manufacturing Facilities ”). Both our Nashik Manufacturing Facilities in India are operated
by our Company, are fully vertically integrated and bear a host of accreditations. For details, see “– Our
Manufacturing Facilities” above on page 267. At our Nashik Manufacturing Facilities in India, we actively
employ women employees, several of whom are hired from rural and tribal areas around Nashik, Maharashtra.
We provide such employees with accommodation as well as training.

Nashik Manufacturing Facility I, spread over 10,240 sq. mt., located at Nashik, Maharashtra, India, is a vertically
integrated facility with end-to-end product development capabilities from concept design to testing, with an R&D
unit recognised by the Department of Scientific & Industrial Research, GoI and a warehouse. In Fiscals 2023,
2022 and 2021, we manufactured approximately 17.45%, 19.67% and 14.30%, respectively, of our products at
Nashik Manufacturing Facility I.

Nashik Manufacturing Facility II, spread over 9,195 sq. mt., located at Nashik, Maharashtra, India is also a
vertically integrated facility with a tool room and an NABL accredited testing facility which includes EMI-EMC
testing and is capable of both immunity and emission testing. Since Nashik Manufacturing Facility II
manufactures tools and moulds which are supplied to our other facilities, in Fiscals 2023, 2022 and 2021, the
percentage of products manufactured at Nashik Manufacturing Facility II was nil.

2. Our Manufacturing Facilities in Poland

In Poland, we have two manufacturing facilities both situated at Zielona Góra, Poland – Poland Manufacturing
Facility I spread over 12,000 sq.mt. and Poland Manufacturing Facility II spread over 17,000 sq.mt. For details
of accreditations in respect of these facilities see “– Our Manufacturing Facilities” above on page 267.

Poland Manufacturing Facility I operated by our Subsidiary, Lumel SA, is a dedicated facility for production of
electrical and electronics products and it also has an R&D unit, a laboratory and a warehouse. In the Fiscals 2023,
274
2022 and 2021, we manufactured approximately, 16.65%, 18.41% and 23.40%, respectively, of our products at
Poland Manufacturing Facility I.

Poland Manufacturing Facility II is operated by our Subsidiary, Lumel Alucast and has an aluminium die casting
facility comprising a foundry, CNC machining, tool shop and a laboratory. In the Fiscals 2023, 2022 and 2021,
we manufactured approximately, 62.73%, 58.25% and 59.18%, respectively, of our products at Poland
Manufacturing Facility II.

3. Our Manufacturing Facility in China

Our China Manufacturing Facility located in Shanghai, China houses a production facility and an R&D unit and
holds ISO 9001:2015 certification of quality management system. Products manufactured at our China
Manufacturing Facility are tested and certified by testing laboratories for certifications including CE, ROHS,
UKCA It is operated by our Subsidiary, Shanghai VA. In Fiscals 2023, 2022 and 2021, we manufactured
approximately, 3.16%, 3.67% and 3.12%, respectively, of our products at our China Manufacturing Facility.

275
Our Other Facilities

We also operate a modification centre in Essex, United Kingdom through our Subsidiary Sifam UK and a
modification centre in Kennesaw, Georgia, the United States through our Subsidiary Sifam USA. Our
modification centres are supplied with ‘virtually finished goods’ from our Manufacturing Facilities and are
equipped to complete the full products/ reprogram to suit the customer requirements for onward sale.

STI-UK STI-USA

Our Manufacturing Services

In addition to manufacturing and supply of the products described above, we also provide certain manufacturing
services which include mould design and manufacturing, EMI/EMC testing services, Electronic Manufacturing
Services and software solutions (e.g., MARC).

Our manufacturing services are as follows:

• Mould Design and Manufacturing: We design and manufacture moulds for plastic components for our
customers. We use prototyping technology such as 3D printing of plastic components.

276
• EMI/ EMC Testing: We have an NABL certified EMI-EMC testing facility (with radiated 3m shielded
semi an-echoic chamber) which is capable of providing services such as immunity and emission testing.
This service is important for our customers to enable them to obtain CE certification.

• Electronic Manufacturing Services: We provide end to end services to our customers which includes
PCBA (printed circuit board assemblies), AOI (automatic optical inspection), complete PCBA testing,
packaging and dispatch.

277
 • Software Solutions: We provide advanced software solutions such as MARC, which is a cloud-based
next generation IoT platform that enables energy optimization, cost saving and efficiency improvement,
and contains built-in applications for efficiency, productivity, conditioning, control, predictive
maintenance, demand site management and process monitoring. We developed the MARC software at
Energy Solution Labs at our Nashik Manufacturing Facility II.

Manufacturing Process

Our manufacturing process may be divided into distinct analog and digital categories.

Our analog manufacturing process is as follows:

• Material planning – This begins with macro planning based on budgets and forecast and thereafter order
booking, micro planning based on orders, purchase of raw material, inward of purchased raw material
and quality inspection.

• Preparation pre-product assembly – This stage involves punching component manufacturing, moulding
component manufacturing, core manufacturing, core winding and spring manufacturing.

• Movement assembly – This comprises pre-movement assembly, jewel assembly, spring soldering, coil
assembly, pointer assembly, final movement assembly and movement balancing.

• Product assembly – This comprises movement UV curing, dial / scale printing, component assembly,
terminal assembly and RI/TI welding / ultrasonic welding.

• Product testing – This involves product calibration followed by running the product through the
automatic test system and finally product testing and electronic test report generation.

• Product packing – At this stage product cleaning is involved followed by box packing assembly and
thereafter barcode / QR code / product sticker printing.

• Final inspection – This final stage comprises packing inspection, electrical inspection and the ultimate
transfer of products to the finished goods stores.

Our digital manufacturing process is as follows:

• Material planning – This begins with macro planning based on budgets and forecast and thereafter order
booking, micro planning based on orders, purchase of raw material, inward of purchased raw material
and quality inspection.

• Preparation pre-product assembly – This stage involves punching component manufacturing, moulding
component manufacturing, control transformer manufacturing and product sticker/ front fascia printing.

• PCB assembly – This comprises SMT component kitting, pick and place, reflow process, AOI inspection,
discrete assembly, wave soldering, inspection and firmware programming.

• Product assembly – This comprises PCBA testing, housing assembly, terminal assembly and pre-testing.

• Product testing – This involves product calibration, BIT or burn in test, product testing / electronic test
report generation and product – factory resetting.

• Product packing – At this stage product cleaning is involved followed by box packing assembly and
thereafter barcode / QR code / product sticker printing.

• Final inspection – This final stage comprises packing inspection, electrical inspection and the ultimate
transfer of products to the finished goods stores.

278
Product Life Cycle Management

We follow a product life cycle management process (the “PLM”) which extends from concept generation until
phasing out of the product.

Our PLM cycle begins with the ideation, market study (which includes inputs from our sales team, channel
partners, customers and end users), specification drafting, brain storming and discussions, based on which final
specifications are drawn up for the new product. Once the final specifications are formed, an investment budget
is prepared based on estimates which forms the basis for calculating return on investments or ROI. This is the first
critical quality gate which must be cleared in order for the development process to proceed.

If this quality gate is passed with a decision being taken to proceed, the development team draws up plans for
development with milestones consisting of prototype designing, type testing, beta testing and pilot batch
manufacturing. These milestones are followed until the next quality gate, i.e. the decision for launch. If the
decision for launch is taken, prelaunch activities are commenced followed by the launch of the product.

Raw Materials/ Components

We procure polycarbonate, Nylon 6, copper and steel on a spot purchase basis.

We also require other components, such as controllers and printed circuit boards which are sourced from the
international suppliers based on our requirements on an on-going basis. We have long standing relationships with
certain of our suppliers although we do not have any long-term contracts with such suppliers. We procure all of
our raw materials/ components by way of purchase orders on an ongoing basis and therefore, are required to pay
the market price of such products.

Quality Control

We are a quality-focused company and are committed to maintaining stringent quality standards at all steps of the
manufacturing cycle of our products, from procurement of the raw materials/ components to supply/ installation
of our products. We have dedicated quality assurance teams who ensure compliance with our quality management
systems and statutory and regulatory compliances. We do root cause analysis of customer complaints to improve
our processes. Tools such as 5S, TQM, Six Sigma, FMEA, Sun and Elephant charts are deployed for quality
improvement on a continuous basis. Quality has always been a focus area for management and is part of our
organizational corporate goals. Our customer rejects presently stand at 2,558 PPM for the financial year ended
March 31, 2023 for our operations in India, 2,012 PPM for the financial year ended March 31, 2023 for Lumel
Alucast and 15,096 PPM for the financial year ended March 31, 2023 for Lumel SA.

We have a separate in-house Automation Department which set up several automated testing and quality control
processes which eliminate human intervention and accordingly reduce inefficiencies caused by human error.
These include the following:

279
• Closed Loop Test Jig: This is an automated set up utilised for testing our multi-function meters and
transducers. It is capable of testing entire batches ranging from 2 meters to 30 meters at a time and generates
a test report (i.e. comparison of the test results of individual meters as compared to a reference result)
which is automatically uploaded to a server and is accessible to customers at large with just the product
serial number.

• Temperature and Humidity Monitoring: In order to comply with standards applicable to certain product
types, we are required to monitor and maintain reference conditions at the relevant manufacturing lines.
Accordingly, we utilise devices connected to a centralised monitoring system to monitor temperature and
humidity at reference levels.

• Automatic Camera Detection or ACS: This is utilised for our portable test and measuring instruments,
particularly to capture multimeter display readings from multiple angles with calibrated cameras using
optical character-based recognition or OCR. These images are fed into a software which determines
whether the multimeter under test is pass or fail according to the accuracy limits, thus eliminating human
intervention in the process.

• Automatic Testing Set up or ATS: Similarly, cameras and calibrators are used to test analog panel meters
against a master image via a closed loop testing software. A single ATS is capable of calibrating four
meters at a time and requires only 1.2 minutes to complete testing, as compared to skilled operators who
take 1.5 minutes to test single meter.

• Robotic Arm Picking or RAP: Hot moulded components are picked by the robotic arm and placed on the
conveyor to ensure man-less and safe operation of the machines and is a fully repeatable process. The sprue
is picked up by a “Automated Sprue Picker” and put into the grinding machine without any manual
intervention.

• Automatic De-burring Stations or ADS: These machines have been built in-house and can be programmed
for various aluminium casted components. The components are automatically loaded and de-burred and
placed back in trays. One operator can manage four stations at a time and the machines are capable of
running 24x7.

Sales and Marketing

We have an extensive network of 175 authorized distributors/stockists across 81 districts in India with direct sales
conducted through eight sales and marketing offices which collectively house 53 engineers and 24 sales personnel.
The eight locations of our sales and marketing offices across India are New Delhi, Delhi, Kolkata, West Bengal,
Mumbai, Maharshtra, Ahmedabad, Gujarat, Pune, Maharashtra, Chennai, Tamil Nadu, Bangalore, Karnataka and
Hyderabad, Telangana. Apart from sales and marketing offices, we also have resident sales engineers in 10 cities
across India. In the Fiscals 2023, 2022 and 2021, the revenue generated from our Indian operations accounted for
34.26%, 32.14% and 32.25%, respectively, of our total revenue from operations. We propose to capitalize on our
presence in India, and expand our network of stockists/distributors supported by opening up of branch offices in
Tier II cities. In addition, we propose to upgrade existing branches to include regional technical training and
service centres which will make our product service offerings more accessible and allow us to provide training,
calibration and repair services as well.

Globally we have served customers in over 100 countries in the last three financial years, i.e. Fiscals 2023, 2022
and 2021 through five sales and marketing offices and a strong global network of 339 authorized
distributors/stockists as of May 31, 2023. Globally (outside India) our Company has over 164 authorized
distributors/stockists catering to international customers across 70 countries including Germany, the United States,
the United Kingdom, Australia, the Middle East, etc. Lumel has 15 authorized distributors/stockists in Poland and
over 20 authorized distributors/stockists outside Poland. Lumel also has resident sales engineers situated at the
UAE, Hungary, Taiwan, Spain, Germany and Cyprus. In Fiscals 2023, 2022 and 2021, the revenue generated
from our overseas operations accounted for 65.74%, 67.86% and 67.75% of our total revenue from operations,
respectively. Internationally, we propose to rely on our sales office and distribution network to expand to adjacent
geographies, such as Brazil, South Africa and Peru. We propose to expand our presence and open more branches
in Europe, the Middle East, Latin America and China. Amongst these we also propose to establish centres of
excellence for product categories to reduce repetition and establish product customization centres across global
offices including in the United States and the United Kingdom.
280
Our sales and marketing offices also offer post-sales services which provides local, expert, technical and
application support to our customers in that region. Our sales and marketing offices liaise with the distributors
and customers on a regular basis for customer inputs, market demands as well as positioning of our products vis-
à-vis products of our competitors. Our sales and marketing team is technically well-equipped, and they work
closely with our customers to understand and identify the specific needs/ requirements for customisation of our
products.

We focus on digital as well as organic marketing initiatives for marketing our products. We are present on various
social media channels, and we believe that social media integration, and content marketing will add to our business
and help in increasing our brand recognition. Additionally, we also market our products and increase our market
presence by participating in global exhibitions and through journals and magazines.

Information Technology

We recently migrated to SAP S/4HANA from ERP – SAP ECC 6.0. EHP5. SAP S/4HANA is an on-premises
enterprise resource planning or ERP system (at Nashik Manufacturing Facility I). ERP integrates digital
information of all business documents integrating with all business processes on real time basis. SAP ERP backups
are taken twice a day in case of any failure of the hardware. Our information technology infrastructure consists of
a firewall with network switches, SAP ERP landscape, windows domain controller and windows DHCP
controller. All our locations use this ERP system for business operations.

Insurance

We maintain insurance policies with independent insurers in respect of our buildings, plant and machineries,
fixtures and fittings, other equipments, stock and inventories. The coverage under such insurance policies is in
respect of losses due to fire (including standard fire and allied perils) and burglary, for amounts that we believe
are in keeping with industry standard. As part of our response to the COVID-19 pandemic, we have obtained a
group term life insurance for our employees.

Typically, our supply arrangements with our customers, the risk of loss to the raw materials procured by us as
well as to the products supplied by us typically remains with us until the title, risk and rewards and control on our
products passes from us to such customers or suppliers. However, we do not maintain marine cargo insurance for
our exports, imports and domestic sales and purchases as we perceive a limited risk. Further, as certain of our
customers require us to maintain product liability insurance, our Company maintains comprehensive general
liability insurance and Lumel maintains a civil liability insurance. For further information, see “Risk Factors –
53. Our insurance coverage is limited and may not be adequate to cover potential losses and liabilities” on page
70.

Intellectual Property

We have been granted two patents for clamp meters with rotary jaw mechanism and clamp meter safe trigger
mechanism in India and inter alia the United States (since 2011 and 2012 respectively), Poland and United
Kingdom and three design registrations in relation to multimeter, current and voltage transducer and power
transducer in India. Our Company has 19 trademarks registered under the Trade Marks Act, 1999, as amended.
For further information regarding trademarks, see “Government and Other Approvals - Intellectual property
approvals in relation to our Company, Lumel SA and Lumel Alucast” on page 440 and “Risk Factors – 24. Our
efforts in obtaining and protecting our patents, trademarks and other intellectual property may be costly and
unsuccessful and we may not be able to protect our rights under our future patents, trademarks and other
intellectual property” on page 56.

Environmental, Health and Safety Management

We adopted a dedicated Environmental, Health and Safety Management Policy (the “EHS Policy”). The EHS
Policy is required to be communicated to all persons working under the control of our Company with the intent
that they be made aware of their individual environmental, health and safety (“EHS”) obligations. This includes
all contractors, visitors, suppliers working for or on behalf of our Company.

Specifically, the goals of the EHS Policy are: (i) minimizing environmental impacts, health and safety hazards of
our activities, products and services; (ii) reduction and prevention of pollution, accidents and ill health due to
281
activities by implementation of good work practices through continual improvement program and proper disposal
of waste; (iii) complying with applicable legal and other requirements in respect of environment, health and safety
aspects, objectives and targets; (iv) conservation of natural resources like energy, water by implementation of
resource management program; (v) involvement of company employees and public in overall enhancement of
environment performance of the company; (vi) communication to all persons working under the control of the
organization including vendors, suppliers and sub-contractors with the intent that they are made aware of their
individual obligations.

Employees and Human Resources

Our work force is a critical factor in maintaining our competitive position and our human resource policies focus
on training and retaining our employees. We train our employees on a regular basis to increase the level of
operational excellence, improve productivity and maintain compliance standards on quality and safety. We offer
our employees performance-linked incentives. As of May 31, 2023, we had 516 permanent employees in India
and 90 labourers hired on a contract basis.

Corporate Social Responsibility

We have constituted a corporate and social responsibility (“CSR”) committee of our Board of Directors (the “CSR
Committee”) and have adopted and implemented a CSR Policy on December 30, 2014, pursuant to which we
have historically carried out our CSR activities. Our CSR activities cover various fields such as education, animal
welfare, alleviating poverty, hunger and malnutrition, and empowerment of women. In Fiscal 2023, we were
required to spend ₹ 3.35 million and we incurred ₹ 4.20 million as expenditure towards our CSR activities. We
also recently amended our CSR Policy on December 19, 2022 for the purpose of compliance with the Companies
Act.

Immovable Property

Our Registered Office is on a five year lease from September 1, 2022, and our Corporate Office, which is located
on the same premises as our Nashik Manufacturing Facilities, is situated on property which has been leased from
the Maharashtra Industrial Development Corporation for 95 years with effect from October 1, 1983.

Two of–our manufacturing facilities – Poland Manufacturing Facility I and Poland Manufacturing Facility II are
situated on the land owned by us. Nashik Manufacturing Facility I is situated on the same premises as our
Corporate Office and Nashik Manufacturing Facility II is situated on the land taken on lease by us from NICE.
Our China Manufacturing Facility is also leased for a period of five years since November 1, 2020.

Competition

We face competition domestically in India as well as globally across the segments we operate in from companies
which either operate in the same line of business as us or offer similar products (Source: F&S Report). Our
electrical automation competitors include Masibus Automation and Instrumentation Private Limited and Selec
Controls Private Limited. In respect of metering, control and protection devices our competitors include Schneider
Electric India Private Limited, Elmeasure India Private Limited and Selec Controls Private Limited. Our portable
test and measuring instruments segment competitors include Hioki India Private Limited and Meco Instruments
Private Limited. Our solar string inverter international competitors include companies such as Shenzhen Growatt
New Energy Co. Ltd. internationally, whereas domestically we compete with companies such as KSolare Energy
Private Limited.
Competitors for our aluminium high pressure die casting offerings include Endurance Technologies Limited and
Sunbeam Lightweighting Solutions Private Limited in India. Competitors for electronics manufacturing services
(EMS) offerings include Syrma SGS Technology Limited, Amber Enterprises India Limited and Dixon
Technologies (India) Limited in India.

282
 KEY INDUSTRY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of the relevant sector specific regulations and policies applicable to
our Company in India. The information detailed in this chapter has been obtained from publications available
in the public domain and is based on the current provisions of Indian law. Judicial and administrative
interpretations are subject to modification or clarification by subsequent legislative, judicial or administrative
decisions. The description of the applicable laws and regulations set out below may not be exhaustive and are
only intended to provide general information to the investors and are neither designed nor intended to substitute
for professional legal advice.

For details in relation to material approvals of our Company and Material Subsidiaries, see “Government and
Other Approvals” on page 437.

Environmental Laws

We are subject to various environment regulations as the operation of our establishments might have an impact
on the environment in which they are situated. The basic purpose of the statutes listed below is to control, abate
and prevent pollution. In order to achieve these objectives, pollution control boards, which are vested with
diverse powers to deal with water and air pollution, have been set up in each state. The pollution control boards
are responsible for setting the standards for maintenance of clean air and water, directing the installation of
pollution control devices in industries and undertaking inspections to ensure that industries are functioning in
compliance with the standards prescribed. These authorities also have the power of search, seizure and
investigation. All industries are required to obtain consent orders from the pollution control boards, which are
indicative of the fact that the industry in question is functioning in compliance with the pollution control norms.
These consent orders are required to be periodically renewed.

The Environment (Protection) Act, 1986 (“EPA”), the Environment (Protection) Rules, 1986 and the
Environmental Impact Assessment Notification, 2006 (“EIA Notification”)

The EPA is an umbrella legislation designed to provide a framework for the Government to protect and improve
the environment. The EPA vests with the Government, the power to take any measure it deems necessary or
expedient for protecting and improving the quality of the environment and preventing and controlling
environmental pollution.This includes rules for the quality of environment, standards for emission of discharge
of environment pollutants from various sources as provided under the Environment (Protection) Rules, 1986,
inspection of any premises, plant, equipment, machinery, and examination of manufacturing processes and
materials likely to cause pollution. Additionally, under the EIA Notification and its subsequent amendments,
industries are required to mandatorily obtain environmental clearance from the concerned authorities depending
on the potential impact on human health and resources.

The Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act aims to prevent and control water pollution by factories and manufacturing units and maintain
and restore the quality and wholesomeness of water. Under the Water Act, any person establishing any industry,
operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of
sewageor new discharge of sewage, must obtain the consent of the relevant state pollution control board, which
is empowered to establish standards and conditions that are required to be complied with.

The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

The Air Act provides for the prevention, control and abatement of air pollution. Pursuant to the provisions of the
Air Act, any person establishing or operating any industrial plant within an air pollution control area, must obtain
the consent of the relevant state pollution control board prior to establishing or operating such industrial plant.
No person operating any industrial plant in any air pollution control area shall discharge or permit or cause to
be discharged the emission of any air pollutant in excess of the standards laid down by the state PCB.

The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Wastes Rules”)

The Hazardous Wastes Rules aim to regulate the proper collection, reception, treatment, storage and disposal of
hazardous waste. The Hazardous Wastes Rules impose an obligation on every occupier and operator of a facility
283
generating hazardous waste to dispose of such waste without causing adverse effect on the environment,
including through the proper collection, treatment, storage and disposal of such waste. Every occupier and
operator of a facilitygenerating hazardous waste must obtain an approval from the relevant pollution control
board. The occupier, the transporter, the operator and the importer are liable for damages caused to the
environment resulting from improper handling and disposal of hazardous waste. The operator and the occupier
of a facility are liable for any fine that may be levied by the relevant state pollution control board.

The Public Liability Insurance Act, 1991 (“PLI Act”) and the Public Liability Insurance Rules, 1991 (“PLI
Rules”)

The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of
an accident involving such hazardous substances. The Government by way of a notification has enumerated a
list of hazardous substances. The owner or handler is also required to obtain an insurance policy insuring against
liability to provide relief under the terms of the legislation. The PLI Rules mandate that the employer has to
contribute towards the Environmental Relief Fund a sum equal to the premium paid on the insurance policies. The
amount is payable to the insurer.

The Maharashtra Electronics Policy, 2016

The Maharashtra Electronics Policy, 2016 was introduced to create a global competitive Electronics System
Design and Manufacturing (“ESDM”) industry in the state which can create huge employment opportunities for
the people of Maharashtra and gain a foothold in the international market, thereby contributing to the overall
economy and prosperity. The main objective of Maharashtra Electronics Policy, 2016 is to promote manufacturing
of electronics products in their state by creating a favourable investor-friendly atmosphere and to proactively help
in the development of a vibrant eco system of research and development, design and engineering and innovation
in electronics in the state of Maharashtra. The Government of Maharashtra, through the Maharashtra Electronics
Policy, 2016, provides for waiver of electricity, land at subsidised rates, a waiver of electricity dues for 15 years
along with uninterrupted power supply, 100% return of VAT among other benefits. The Maharashtra Electronics
Policy, 2016, which was issued in 2016 and was set to expire on April 10, 2021, has now been extended till March
31, 2023, which was thereafter extended for a period of 6 months from April 1, 2023 onwards or until the new
policy on the subject comes into force, whichever is earlier.

Modified Special Incentive Package Scheme

The Modified Special Incentive Package Scheme (“M-SIPS”) was notified on July 27, 2012. Under this scheme,
an incentive of 20% on the capital expenditure on plant and machinery is given to units situated in a SEZ and
engaged in designing and manufacturing of electronic and nano-electronic products and their accessories. Further,
an incentive of 25% is given for units which are not situated in a SEZ. The scheme shall apply to 44
categories/verticals across the value chain, including telecom products, IT hardware, consumer electronics, health
and medical electronics, automotive electronics, intermediaries etc. The minimum investment thresholds for each
product category/ vertical vary from ₹ 10 million for manufacturing of accessories to ₹ 50,000 million for
manufacturing of semiconductor chips. Application under this scheme were accepted till August 3, 2015.
However, the Ministry of Electronics and Information Technology, by way of a notification dated January 20,
2017 further extended the deadline till March 31, 2018 and thereafter till December 31, 2018. Further, incentives
will be available for investments made within five years from the date of approval of the application.

The Foreign Trade (Development and Regulation) Act, 1992 and Foreign Trade (Regulation) Rules, 1993
(“FTA”)

The FTA provides for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India and for matters connected therewith or incidental thereto. As per the provisions of the FTA,
the Government of India:- (i) may make provisions for facilitating and controlling foreign trade; (ii) may prohibit,
restrict and regulate exports and imports, in all or specified cases as well as subject them to exemptions; (iii) is
authorized to formulate and announce an export and import policy and also amend the same from time to time, by
notification in the official gazette; (iv) is also authorized to appoint a ‘director general of foreign trade’ for the
purpose of the FTA, including formulation and implementation of the export-import policy.

The FTA prohibits anybody from undertaking any import or export except under an importer-exporter code
number (“IEC”) granted by the director general of foreign trade pursuant to Section 7 of the FTA. Hence, every
entity in India engaged in any activity involving import/export is required to obtain an IEC unless specifically
284
exempted from doing so. Failure to mention IEC number attracts a penalty of not less than ₹ 10,000 and not more
than five times the value of the goods or services or technology in respect of which any contravention is made or
is attempted to be made, whichever is made. The IEC shall be valid until it is cancelled by the issuing authority.

Remission of Duties and Taxes on Export Products Scheme (“RoDTEP Scheme”)

Prior to January 1, 2021, the Merchandise Exports from India Scheme (“MEIS”) was in force pursuant to which,
the Government provided duty benefits depending on the product and the country of export. However, the Ministry
of Finance, GoI has discontinued MEIS with effect from January 1, 2021 and announced RoDTEP Scheme for
exporters. RoDTEP Scheme aims to ensure that exporters receive the refunds on the embedded taxes and duties
that were previously non-recoverable. The benefits under the RoDTEP Scheme are to be received in the form of
transferable duty credit scrips, or in the form of electronic scrips. The RoDTEP Scheme allows the exporter to
utilise the scrips for the payment of import duty or to sell such duty credit scrips in the open market to other
importers subject to the terms of the RoDTEP Scheme.

Intellectual property laws

Intellectual property in India enjoys protection under both common law and statutes. The key legislations are the
Patents Act, 1970 for patent protection, the Copyright Act, 1957 for copyright protection, and the Trade Marks
Act, 1999 for trademark protection. These enactments provide for the protection of intellectual property by
imposing civil and criminal liability for infringement.

Labour related regulations

The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally
applicable labour laws. The following is an indicative list of labour laws which may be applicable to our operations
from the perspective of protecting the workers’ rights and specifying registration, reporting and other compliances,
and the requirements that may apply to us as an employer, would include the following:

1. The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;

2. The Employees’ State Insurance Act, 1948;
3. The Minimum Wages Act, 1948;
4. The Payment of Bonus Act, 1965;
5. The Payment of Gratuity Act, 1972;
6. The Payment of Wages Act, 1936;
7. The Maternity Benefit Act, 1961;
8. The Industrial Disputes Act, 1947;
9. The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
10. The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 ****;
11. The Industries (Development and Regulation) Act, 1951;
12. The Employees’ Compensation Act, 1923;
13. The Industrial Employment Standing Orders Act, 1946;
14. The Child Labour (Prohibition and Regulation) Act, 1986;
15. The Equal Remuneration Act, 1976;
16. The Trade Unions Act, 1926 and the Trade Union (Amendment) Act, 2001;
17. Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959;
18. The Code on Wages, 2019*;
19. The Industrial Relations Code, 2020**; and
20. The Code on Social Security, 2020***
*
The Government of India enacted ‘The Code on Wages, 2019’ which received the assent of the President of India
on August 8, 2019. Certain provisions of this code pertaining to central advisory board have been brought into
force by the Ministry of Labour and Employment through a notification dated December 18, 2020 and other
provisions of this code will be brought into force on a date to be notified by the Central Government. It proposes
to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948,
the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.
The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the
**

President of India on September 28, 2020. The provisions of this code will be brought into force on a date to be

285
notified by the Central Government. It proposes to subsume three separate legislations, namely, the Industrial
Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.
***
The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President
of India on September 28, 2020. Section 142 of the Code on Social Security, 2020 has been brought into force
from May 3, 2021 by the Ministry of Labour and Employment through a notification dated April 30, 2021 and
other provisions of this code will be brought into force on a date to be notified by the Central Government. Various
sections of The Code on Social Security, 2020 have also been enforced by way of notification of the Ministry of
Labour and Employment dated May 3, 2023, in so far as they relate to the Employees’ Pension Scheme, 1995
including section 15(3), section 16(1)(a), section 16(1)(b), section 16(2), section 164(2)(b), as well as section
143 in so far as to give effect to the provisions of section 16(1)(b)(ii) and section 164(1) to repeal the
corresponding provisions of the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.It proposes
to subsume several separate legislations including the Employee's Compensation Act, 1923, the Employees’ State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity
Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare
Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008.
****
Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the President of India
on September 28, 2020, and proposes to subsume certain existing legislations, including the Factories Act, 1948,
the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation
of Employment and Conditions of Service) Act, 1996. The provisions of this code will be brought into force on a
date to be notified by the Central Government.

286
 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was incorporated as “Rishabh Instruments Private Limited”, a private limited company under the
Companies Act, 1956, pursuant to a certificate of incorporation dated October 6, 1982, granted by the RoC.
Pursuant to the conversion of our Company into a public limited company and as approved by our Board on
September 8, 2022, and a special resolution passed by our Shareholders at the EGM on September 13, 2022, the
name of our Company was changed to “Rishabh Instruments Limited”, and the RoC issued a fresh certificate of
incorporation on September 22, 2022.

Changes in the registered office

Effective date Details of change Reasons for change

July 1, 2007 Plot A-54, MIDC Marol Ind. Area, Andheri East, Mumbai 400 Administrative convenience
093, Maharashtra, India to F-31, MIDC Satpur, Nashik 422 007,
Maharashtra, India.
June 1, 2009 F-31, MIDC Satpur, Nashik 422 007, Maharashtra, India to Plot Administrative convenience
A-54, MIDC Marol Ind. Area, Andheri East, Mumbai 400 093,
Maharashtra, India.
April 1, 2019 Plot A-54, MIDC Marol Ind. Area, Andheri East, Mumbai 400 Administrative convenience
093, Maharashtra, India to Crescent Business Square, 301,
Khairani Road, Opposite Gundecha Onclave, Sakinaka, Andheri
(East), Mumbai 400 072, Maharashtra, India.
September 5, 2021 Crescent Business Square, 301, Khairani Road, Opposite Administrative convenience
Gundecha Onclave, Sakinaka, Andheri (East), Mumbai 400 072,
Maharashtra, India to Plot A-54, MIDC, Opposite MIDC Bus
Depot, Andheri East, Mumbai 400 093, Maharashtra, India.

Main objects of our Company

The main objects contained in the Memorandum of Association of our Company are as follows:

1. To manufacture, process, sell, purchase, import, export, hire or let on hire, indent, invest, design, develop,
exchange, alter, improve, service, assemble, fabricate, distribute, repair or otherwise deal with:

(a) Electrical and other measuring instruments, moving coil, moving iron-electro dynamic type, volt-ampere
meters, galvanometers, insulation testers, tong testers, phase sequence indicators, Ohms meters, current
transformers, shunts, Vtvm, transformers, electrical cables and wires, insulators, transmission line
accessories, dynamos, armatures, panel boards and industrial and laboratory apparatus.

(b) Electrical and electronic control equipments.

(c) Electrical, electronic and mechanical instruments whether operated by hand, manual power, electrical
power, atomic power, hydraulic power, pneumatic power, animal power and mechanically operated.

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.

Amendments to our Memorandum of Association in the last 10 years

Set forth below are details of the changes made to our Memorandum of Association of our Company in the last
10 years.

Date of Shareholders’ Details of amendment

resolution/ Effective date
August 17, 2013 Clause V of the Memorandum of Association was amended to reflect the increase in
authorized share capital from ₹ 150,000,000 divided into 15,000,000 Equity Shares of ₹
10 each to ₹ 300,000,000 divided into (i) 17,000,000 Equity Shares of ₹ 10 each; (ii)
10,000 class A equity shares with differential voting rights as to voting and dividend of ₹
10 each; and (iii) 4,330,000, 0.001% CCPS of ₹ 30 each.

287
 Date of Shareholders’ Details of amendment
resolution/ Effective date
September 13, 2022 Clause V of the Memorandum of Association was amended to reflect the reclassification
of the authorised share capital from ₹ 300,000,000 divided into (i) 17,000,000 Equity
Shares of ₹ 10 each; (ii) 10,000 class A equity shares with differential voting rights as to
voting and dividend of ₹ 10 each; and (iii) 4,330,000, 0.001% CCPS of ₹ 30 each to ₹
300,000,000 divided into (i) 17,010,000 Equity Shares of ₹ 10 each; and (ii) 4,330,000,
0.001% CCPS of ₹ 30 each.
September 13, 2022* Clause I of our Memorandum of Association was amended to reflect the change in name
from “Rishabh Instruments Private Limited” to “Rishabh Instruments Limited”
September 21, 2022 Clause V of the Memorandum of Association was amended to reflect the reclassification
of the authorised share capital from ₹ 300,000,000 divided into (i) 17,010,000 Equity
Shares of ₹ 10 each; and (ii) 4,330,000, 0.001% CCPS of ₹ 30 each to ₹ 300,000,000
divided into (i) 19,181,670 Equity Shares of ₹ 10 each and (ii) 3,606,110, 0.001 % CCPS
of ₹ 30 each.
September 21, 2022 Clause V of the Memorandum of Association was amended to reflect the increase in the
authorised share capital from ₹ 300,000,000 divided into (i) 19,181,670 Equity Shares of
₹ 10 each and (ii) 3,606,110, 0.001 % CCPS of ₹ 30 each to ₹ 410,000,000 divided into
(i) 30,181,670 Equity Shares of ₹ 10 each and (ii) 3,606,110, 0.001 % CCPS of ₹ 30 each.
July 25, 2023 Clause V of the Memorandum of Association was amended to reflect the reclassification
of the authorised share capital from ₹ 410,000,000 divided into (i) 30,181,670 Equity
Shares of ₹ 10 each and (ii) 3,606,110, 0.001 % CCPS of ₹ 30 each to ₹ 410,000,000
divided into 41,000,000 Equity Shares of ₹ 10 each.
*
The Company, pursuant to an EGM dated September 13, 2022, changed the name to “Rishabh Instruments Limited”. The fresh certificate
of incorporation was received on September 22, 2022.

Major events and milestones in the history of our Company and Material Subsidiaries

The table below sets forth some of the key events and milestones in our history.

Calendar Year Particulars

1982 Incorporation of our Company
1983 Entered into an agreement for technical assistance with a Germany based company
1993 Entered into a distributorship agreement with Larsen & Toubro Limited
1997 Entered into an agreement for technical assistance with M/s Gossen - Metrawatt GmbH
1998 Increased the area of our Nashik Manufacturing Facility I
2002 Entered into a technology transfer agreement with a Germany based company
2008 Entered into an agreement with a company based out of United Kingdom for production of audio / video
recording equipment’s
2011 Entered into a supplier agreement for supply of APM and digital panel meters with a USA based company
2012 Acquisition of Lubuskie Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna in Fiscal 2012
Lumel started the supply of aluminium die casting to the automotive industry
2013 Sifam Tinsley Instrumentation Ltd acquired Sifam meter product line from a UK based company
2014 Incorporated Sifam USA, a Subsidiary of our Company
2016 Entered into an intellectual property agreement with an Italy based company wherein it assigned
intellectual property rights in respect of APV centralised inverters, APV cabinets, APV-S string inverters
and string boxes
Restructuring of Lubuskie Zakłady Aparatów Elektrycznych “Lumel” Spółka akcyjna into Lumel SA. (our
current Subsidiary) for electronic business and Lumel Alucast Sp. zo.o. for aluminium die casting
2018 Entered into a brand label frame agreement with one of the leading industrial manufacturing company
2020 Lumel SA built a manufacturing facility for electronics manufacturing
Lumel acquired a division of product from Relpol S.A.
2021 Received M-SIPs approval from the Government of India
2023 Received approval for financial incentives under the Maharashtra Electronics Policy, 2016 and Package
Scheme of Incentive Policy, 2019

Key awards, accreditations and recognitions

The table below sets forth key awards, accreditations and recognitions received by us.

Calendar Year Particulars

2005 Recognised as a star performer (large enterprises) by Engineering Export Promotion Council, India,
Western Region for 2004 – 2005

288
Calendar Year Particulars
Received a second runner up trophy at the NIMA (Nashik Industries Manufacturing Association)
Excellence Awards 2004 - 2005
2006 Recognised as a star performer as medium enterprise in the product group of miscellaneous instruments
and appliances by Engineering Export Promotion Council, India, Western Region for 2005 – 2006
2007 – 2009 Recognised as a star performer (miscellaneous instruments and appliances, large enterprise) by
Engineering Export Promotion Council, India for two consecutive years
2010-2012 Recognised as a star performer (miscellaneous instruments and appliances, large enterprise) by
Engineering Export Promotion Council, India for two consecutive years
2014 Innovation award for N43 power network meter received by Lumel SA
Best company in Lubuskie Region (Poland) under 25-year-old companies received by Lumel SA
BLASER Productivity Trophy 2014 awarded to Lumel SA
Most popular brand in the group of indicators and temperature controllers received by Lumel SA
Most popular brand in the group of recorders received by Lumel SA
2015 Business Leaders Award received by Lumel SA
2016 Most popular brand in the group of indicators and temperature controllers received by Lumel SA
Most popular brand in the group of recorders received by Lumel SA
2018 Most popular brand in the group of indicators and temperature controllers received by Lumel SA
Most popular brand in the group of recorders received by Lumel SA
2019 Our Good Lubuskie Award for HT22 data logger received by Lumel SA
2020 Best building in December in Europe received by Lumel SA
2021 Lubuski Mister Budowy Award (building master) received by Lumel SA
2022 Received recognition for “digitization and innovation” at the ABB Supplier Meet 2022

Significant financial or strategic partnerships

Our Company does not have any financial and strategic partners as on the date of this Prospectus.

Time and cost overrun

As on the date of this Prospectus, there has been no time or cost over-run in respect of our business operations.

Holding company

As on the date of this Prospectus, our Company has no holding company.

Defaults or re-scheduling/restructuring of borrowings with financial institutions/banks

As on the date of this Prospectus, there has been no instance of defaults or rescheduling/ restructuring of
borrowings with financial institutions/ banks in respect of our borrowings from lenders.

Launch of key products or services, entry into new geographies or exit from existing markets

For details in relation to our corporate profile including details of our business, activities, services, market, growth,
competition, launch of key products, entry into new geographies or exit from existing markets, suppliers,
customers, capacity build-up, technology, and managerial competence, see “Risk Factors” “Our Business”, “Our
Management” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 31, 243, 297 and 406, respectively.

Details regarding material acquisitions or divestments of business or undertakings, mergers,

amalgamations orrevaluation of assets in the last 10 years

Except as stated below, our Company has not made any material acquisitions or divestments of any business or
undertaking, and has not undertaken any mergers, amalgamation or revaluation of assets in the last 10 years.

1. Share purchase agreement dated June 6, 2019 (“Shanghai SPA”) executed amongst our Company,
Xiaohua Wu (“Seller A”), Jue Cheng (“Seller B”) (together referred to as “Sellers”) and Shanghai Yihua
V&A Instruments Co. Ltd (“V&A”).

The Sellers, pursuant to a reorganisation of the business of V&A, set up a new company (“New Company”)
(now Shanghai VA) and transferred all their shareholding including all rights and interests, the assets and
289
 resources in relation to the business of V&A free of all encumbrances, to the New Company. Post the
reorganisation, Seller A was holding 52%, Seller B was holding 43% and Huang Libin (an employee of V&A)
was holding 5% of the registered capital of the New Company.

Pursuant to the terms of Shanghai SPA, our Company purchased 47% and 43% of the registered capital of
the New Company, from Seller A and Seller B, respectively, at a purchase price of USD 2,250,000 or its
equivalent in RMB in three tranches, thereby making our Company a majority shareholder, holding 90% of
the registered share capital of the above-mentioned New Company.

2. Asset purchase agreement dated November 15, 2013 (“Sifam Agreement”) executed amongst our
Company, Elektron Technology UK Limited and Sifam UK.

Sifam UK, pursuant to the Sifam Agreement, purchased the assets, records and all the rights against the third
parties from Elektron Technology UK Limited excluding certain liabilities and other rights, as provided in
Sifam Agreement at a purchase price of £ 275,000. Basis the terms of the Sifam Agreement, Elektron
Technology UK Limited agreed to provide royalty free and non-terminable license of certain “Tinsley”
trademarks to our Company along with an option to purchase the same.

Summary of key agreements and shareholders’ agreements

Shareholders’ Agreement

Our Company entered into a shareholders’ agreement (“SHA”) dated September 16, 2013, amongst our Promoter,
Asha Narendra Goliya, Rishabh Narendra Goliya, Narendra Rishabh Goliya (HUF), Anushree Goliya and SACEF
Holdings II (“SACEF”) (together “SHA Parties”) pursuant to which SACEF subscribed to class A equity shares,
Equity Shares and CCPS of the Company. See “Capital Structure – Share capital history of our Company” on
page 101.

In accordance with the terms of the SHA, certain rights were conferred upon SACEF including, inter alia: (i) the
right to appoint two directors on the board of our Company and the other SHA Parties have the right to appoint
the remaining board of directors; and (ii) the right to receive dividends pro rata to its shareholding in the Company
on a fully diluted/as converted basis. The SHA also provides for restrictions on transfer of Equity Shares by the
Shareholders of the Company and requires our Chairman and Managing Director and Promoter, Narendra
Joharimal Goliya along with certain members of the Promoter Group to collectively hold 51% of the shareholding
in the Company at all times unless as provided for, under the terms of the SHA.

The SHA also provides for certain rights and obligations, including reserved matters, pre-emptive rights and anti-
dilution right in case of further issuance of share capital by our Company (except under certain circumstances,
including the Fresh Issue in the Offer), lock-in of Promoter’s shareholding in our Company, exit rights, drag along
and tag along rights.

Subsequently, the SHA was amended pursuant to an amendment and waiver agreement dated September 8, 2022
(“SHA Amendment and Waiver Agreement”). Consequent to the SHA Amendment and Waiver Agreement,
the class A equity shares were reclassified into ordinary Equity Shares (voting rights in pari passu with the
existing Equity Shares) and SACEF (in relation to the CCPS held by them) were entitled to vote on all matters
on an “as if converted” basis subject to applicable law including but not limited to the Companies Act, 2013, until
the conversion of CCPS into Equity Shares. Subsequently, pursuant to the letter agreement dated July 17, 2023,
the SHA parties have agreed to the conversion ratio of CCPS to Equity Shares.

Basis the terms of the SHA Amendment and Waiver all rights available to SACEF and the other SHA Parties
under the SHA shall terminate and fall away upon the completion of the Offer, i.e. receipt of the listing and trading
approval for the listing of the Equity Shares from the Stock Exchanges. However, post listing of the Equity Shares
on the BSE Limited and/ or the National Stock Exchange of India Limited, subject to applicable laws and the
approval of the Shareholders by way of a special resolution in a general meeting convened after the Offer, so long
as SACEF, holds at least 10% of the issued and subscribed share capital of the Company on a fully diluted basis,
the Investor shall be entitled to nominate one Director on the Board of the Company and so long as the Promoter,
together with the members of the Promoter Group, holds at least 20% of the issued and subscribed share capital
of the Company on a fully diluted basis, the Promoter shall be entitled to nominate two Directors on the Board.

290
Agreements with Key Managerial Personnel, Senior Management, Director, Promoter or any other
employee

There are no agreements entered into by a Key Managerial Personnel, Senior Management or Director or
Promoter or any other employee of our Company, either by themselves or on behalf of any other person, with any
shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in
the securities of our Company.

Key terms of other subsisting material agreements

Except as disclosed above, there are no other inter se agreements, deeds of assignment, acquisition agreements,
shareholder agreements, arrangements or agreements of like nature by whatever name called among the Company,
its shareholders or the Promoter as on the date of this Prospectus. Further, none of the material agreements have
been terminated, modified or not renewed such that there has been an adverse impact on the results of business
operations and financials of the Company. There are no other inter-se agreements/ arrangements or clauses or
covenants which are material or which are in way adverse or prejudicial to the interest of minority or public
shareholders.
Our Company has not entered into any other subsisting material agreements including with strategic partners,
joint venture partners, and/or financial partners other than in the ordinary course of business of our Company.

Subsidiaries

As on the date of this Prospectus, our Company has four direct Subsidiaries and four indirect Subsidiaries, details
of which are provided below.

A. Direct Subsidiaries

1. ESL

Corporate Information

ESL was originally incorporated as Rishabh Applied Meters Private Limited, a private limited company
on November 10, 2004 under the Companies Act, 1956. Pursuant to a fresh certificate of incorporation
dated October 15, 2015, Rishabh Applied Meters Private Limited was re-named as EnergySolution Labs
Private Limited. The registered office of ESL is at A-54, Opp. MIDC Bus Depot, MIDC, Andheri (East)
Mumbai, 400 093 Maharashtra, India. Its CIN is U74999MH2004PTC149485. ESL is engaged in the
business of, inter alia, manufacturing, processing, buying, selling, trading, exchanging, altering,
improving, importing or exporting or dealing in all kinds of energy saving devices. .

Capital Structure

As on the date of this Prospectus, the authorised share capital of ESL is ₹ 40,000,000 divided into 400,000
equity shares of ₹ 100 each. The issued, subscribed and paid-up equity share capital of ESL is ₹
23,000,000 divided into 230,000 equity shares of ₹ 100 each.

Our Company holds 229,000 equity shares of ₹ 100 each of ESL aggregating to 99.58% of the total equity
share capital of ESL.

Summary of Financial Information

The summary of financial information of ESL is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 14.89 16.49 10.27
2. Total expenses 20.84 5.64 3.69
3. Profit/loss after tax (3.10) 9.65 6.63
4. Total borrowings 0.00 0.00 0.00
5. Net worth 16.17 19.27 9.63

291
2. Dhruv Enterprises

Corporate Information

Dhruv Enterprises was incorporated as a private company on May 23, 2011, under the Cyprus Companies
Law (Cap.113). The registered office of Dhruv Enterprises is at Strovolou, 77, Strovolos Center,
flat/office 301, Strovolos, 2018, Nicosia, Cyprus. Its CIN is HE287418. Dhruv Enterprises is engaged
in the business of, inter alia, a holding company and of an investment company with its own capital and
funds and trading.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Dhruv Enterprises is € 78,600 divided
into 78,600 equity shares of € 1 each. The issued, subscribed and paid-up equity share capital of Dhruv
Enterprises is € 78,600 divided into € 78,600 equity shares of € 1 each.

Our Company holds 78,600 equity shares of €1 each of Dhruv Enterprises aggregating to 100% of the
total equity share capital of Dhruv Enterprises.

Summary of Financial Information

The summary of financial information of Dhruv Enterprises is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 0.00 0.00 0.00
2. Total expenses 7.44 5.92 8.68
3. Profit/loss after tax 32.19 17.15 30.35
4. Total borrowings 100.89 126.95 183.13
5. Net worth 978.03 886.23 889.77

3. Sifam USA

Corporate Information

Sifam USA was incorporated as a domestic for-profit corporation on April 3, 2014 under laws of State
of Georgia, United States of America. The registered office of Sifam USA is at 2105, Barett Park Side,
Suite 105, Kennesaw, GA 30144, United States. Its CIN/control number is 14036630. Sifam USA is
engaged in the business of, inter alia, providing instrumentation and metering solutions for all market
segments including the power and energy industry, food and beverage, IT, chemical industry, automotive
industry, food processing industry and manufacturing industries.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Sifam USA is USD 494,000 divided into
494,000 equity shares of USD 1 each. The issued, subscribed and paid-up equity share capital of Sifam
USA is USD 494,000 divided into 494,000 equity shares of USD 1 each.

Our Company holds 494,000 equity shares of USD 1 each of Sifam USA aggregating to 100% of the total
equity share capital of Sifam USA.

Summary of Financial Information

The summary of financial information of Sifam USA is as follows:

292
 (in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 102.27 55.95 40.50
2. Total expenses 95.24 53.87 43.70
3. Profit/loss after tax 7.04 2.75 (3.11)
4. Total borrowings 24.29 22.32 21.65
5. Net worth (5.40) (11.59) (13.95)

4. Shanghai VA

Corporate Information

Shanghai VA was incorporated as a foreign joint venture enterprise on June 14, 2019 under the Companies
Act of the People’s Republic of China. The registered office of Shanghai VA is at Building 22, 4th Floor,
Area A, 258 Yinlong Road, Jiading District, Shanghai, China. Its CIN is 91310114MA1GWC9K16.
Shanghai VA is engaged in the business of technology development, technology transfer, technical
consultation, technical services in the field of instrumentation technology, industrial automatic control
system device technology, import and export of goods, technology and assembly of general
instrumentation and industrial automatic control system devices.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Shanghai VA is 1.70 million RMB
divided into 1.70 million equity shares of 1 RMB each. The issued, subscribed and paid-up equity share
capital of Shanghai VA is 1.20 million RMB divided into 1.20 million equity shares of 1 RMB each.

Our Company holds 1,197,000 equity shares of 1 RMB each of Shanghai VA aggregating to 99.75% of
the total equity share capital of Shanghai VA.

Summary of Financial Information

The summary of financial information of Shanghai VA is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 124.83 170.09 132.02
2. Total expenses 144.97 160.96 113.62
3. Profit/loss after tax (19.96) 9.08 21.40
4. Total borrowings 25.71 9.52 3.35
5. Net worth 22.10 42.29 30.92

B. Indirect Subsidiaries

1. Lumel SA

Corporate Information

Lumel SA was incorporated as spółka akcyjna with the Krajowy Rejestr Sądowy on March 9, 2016 in
Zielona Góra, Poland. The registered office of Lumel SA is situated at Building 4 Słubicka, 65-127,
Zielona Góra, Poland. Its registration number is KRS: 0000592422. Lumel SA is engaged in the business
of production of industrial automation devices, including the production of converters, network parameter
and analog meters.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Lumel SA is PLN 13,975,000 divided
into 139,750 equity shares of PLN 100 each. The issued, subscribed and paid-up equity share capital of
Lumel SA is PLN 13,975,000 divided into 139,750 equity shares of PLN 100 each.

293
 Dhruv Enterprises holds 139,750 equity shares of PLN 100 each of Lumel SA aggregating to 100% of
the total equity share capital of Lumel SA.

Summary of Financial Information

The summary of financial information of Lumel SA (on a consolidated basis) is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 1,268.12 1,130.27 837.92
2. Total expenses 1,215.15 990.13 837.92
3. Profit/loss after tax 51.90 124.89 34.34
4. Total borrowings 361.56 412.34 432.71
5. Net worth 584.44 457.68 346.11

2. Sifam UK

Corporate Information

Sifam UK was incorporated as a private company on October 25, 2013 under Companies Act, 2006. The
registered office of Sifam UK is at 1 Warner Drive, Springwood Industrial Estate, Braintree, United
Kingdom CM7 2YW. Its CIN is 8748046. Sifam UK is engaged in the business of, inter alia, supply of
electrical metering, monitoring and control devices for the electrical and automation industry.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Sifam UK is GBP 1,000 divided into
1000 equity shares of GBP 1 each. The issued, subscribed and paid-up equity share capital of Sifam UK
is GBP 1,000 divided into 1,000 equity shares of GBP 1 each.

Dhruv Enterprises holds 501 equity shares of GBP 1 each of Sifam UK aggregating to 50.10% of the total
equity share capital of Sifam UK.

Summary of Financial Information

The summary of financial information of Sifam UK is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 236.48 247.74 190.71
2. Total expenses 201.16 188.29 175.62
3. Profit/loss after tax 40.94 48.44 13.76
4. Total borrowings 0.00 0.00 0.00
5. Net worth 89.21 55.57 21.24

3. Lumel Alucast

Corporate Information

Lumel Alucast was incorporated as spółka z ograniczoną odpowiedzialnością with the Krajowy Rejestr
Sądowy in Zielona Góra, Poland on March 22, 2011. The registered office of Lumel Alucast Sp. z o.o.
is situated at Building 1 Słubicka, 65-127 Zielona Góra, Poland. Its registration number is KRS:
0000381491. Lumel Alucast is engaged in the business of aluminium pressure die-casting which includes
inter alia, casting of light metals, manufacturing of tools, installation of industrial machinery, equipment
and appliances, manufacture of other plastic products, metalworking and metal coating, machining of
metal parts.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Lumel Alucast is PLN 5,916,600 divided
into 59,166 equity shares of PLN 100 each. The issued, subscribed and paid-up equity share capital of
294
 Lumel Alucast is PLN 5,916,600 divided into 59,166 equity shares of PLN 100 each.

Dhruv Enterprises holds 59,166 equity shares of PLN 100 each of Lumel Alucast aggregating to 100.00%
of the total equity share capital of Lumel Alucast.

Summary of Financial Information

The summary of financial information of Lumel Alucast is as follows:

(in ₹ million)
S. No. Particulars As at and for the Fiscal As at and for the Fiscal As at and for the Fiscal
ended March 31, 2023 ended March 31, 2022 ended March 31, 2021
1. Revenue from operations 2,248.97 1,770.74 1,582.14
2. Total expenses 2,102.90 1,594.78 1,439.46
3. Profit/loss after tax 158.10 230.72 173.59
4. Total borrowings 325.33 172.69 120.12
5. Net worth 1,724.07 1,474.20 1,300.28

4. Lumel Śląsk

Corporate Information

Lumel Śląsk was incorporated as a spółka z o. o. on March 9, 2004 with the Krajowy Rejestr Sądowy.
The registered office of Lumel Śląsk is at Building 275 Grunwaldzka, 43-600 Jaworzno, Poland. Its
registration number is KRS: 0000198745. Lumel Śląsk is engaged in the business of, inter alia, trading
of measuring, control and navigation instruments and devices.

Capital Structure

As on the date of this Prospectus, the authorised share capital of Lumel Śląsk is 86,000 PLN divided into
172 equity shares of 500 PLN each. The issued, subscribed and paid-up equity share capital of Lumel
Śląsk is 86,000 PLN divided into 172 equity shares of 500 PLN each.

Lumel SA holds 172 equity shares of 500 PLN each of Lumel Śląsk aggregating to 100% of the total
equity share capital of Lumel Śląsk.

Summary of Financial Information

Lumel Slask was not required to prepare separate audited financial statements for the last three Fiscals
under Polish law. The details of the revenue from operations, total expenses, profit/loss after tax, total
borrowings and net worth of Lumel Slask are included in the details of Lumel SA (on a consolidated
basis) as disclosed above in “- Indirect Subsidiaries - Lumel SA - Summary of Financial Information”.

Other Confirmations

Amount of accumulated profits or losses

As on the date of this Prospectus, there are no accumulated profits or losses of our Subsidiaries not accounted
for by our Company.

Interest in our Company

Except as provided in “Our Business” on page 243, none of our Subsidiaries have any business interest in our
Company. For details of related business transactions between our Company and our Subsidiaries, see Restated
Consolidated Financial Information – Related Party Disclosures” on page 376.
Listing of our Subsidiaries
None of our Subsidiaries have their securities listed on any stock exchange in India or abroad.

Common Pursuits

295
Our Subsidiaries (other than ESL, Lumel Alucast and Dhruv Enterprises) are engaged in the same line of
business as that of our Company and accordingly, there are certain common pursuits amongst such Subsidiaries
and our Company. However, there is no conflict of interest amongst such Subsidiaries and our Company.

296
 OUR MANAGEMENT

Under our Articles of Association, our Company is authorised to have not less than three Directors. All articles of
Part B of our Articles of Association shall cease to have any force and effect from the date of filing of the RHP
with the RoC and shall stand automatically terminated from the date of listing and trading of our Equity Shares
pursuant to this Offer and simultaneously, Part A of our Articles of Association will become automatically
effective from the date of filing of the RHP, in accordance with which our Company will be authorised to have
up to 15 Directors, provided that our Company may appoint more than 15 directors after passing a special
resolution.

As on the date of this Prospectus, we have eight Directors on our Board, comprising one Executive Director, one
Non-Executive Director, two Non-Executive Nominee Directors and four Non-Executive Independent Directors,
including one woman Director. The present composition of our Board and its committees is in accordance with
the corporate governance requirements provided under the Companies Act and the SEBI Listing Regulations.

Our Board

The following table sets forth details regarding our Board as on the date of this Prospectus:

Name, designation, address, occupation, date of birth, Age Directorships in other companies
term, period of directorship and DIN (in years)

Narendra Joharimal Goliya 71 Indian Companies

Designation: Chairman and Managing Director • ESL

• Ivaan Foundation
Address: Siddhachal Bungalow, Gangapur Road, Near • Nashik Engineering Cluster
Serene Meadows, Rishabh Enclave, Anandvalli, Nashik 422 • Nashik Exhibition and Business Council
013, Maharashtra, India • Nashik Manav Sewa Foundation
Occupation: Business Foreign Companies
• Lumel Alucast (Supervisory Board)
Date of birth: September 20, 1951
• Lumel SA (Supervisory Board)
• Sifam UK
Term: Five years with effect from September 15, 2021
• Sifam USA
Period of directorship: Since incorporation • Shanghai VA

DIN:00315870

Parappath Kottekode Ramakrishnan 73 Indian Companies

Designation: Non-Executive Director Nil

Address: Aradhana, 11, Walnut Creek, Gangapur Road, Foreign Companies

Near Aditya Petrol Pump, Savarkar Nagar, Nashik 422 013,
Maharashtra, India Nil

Occupation: Business

Date of birth: September 29, 1949

Term: Liable to retire by rotation

Period of directorship: Since April 17, 2009

DIN: 00304272

Alipt Sharma 46 Indian Companies

Designation: Non-Executive Nominee Director(1) • ESDS Software Solution Limited

• Kalki Communication Technologies
Private Limited

297
Name, designation, address, occupation, date of birth, Age Directorships in other companies
term, period of directorship and DIN (in years)

Address: D – 104, Oberoi Splendor, Opp. Majas Depot, • Rochem Separation Systems (India)
Jogeshwari Vikhroli Link Road, Jogeshwari, Mumbai 400 Private Limited
060, Maharashtra, India
Foreign Companies
Occupation: Investment Advisor
• Lumel Alucast (Supervisory Board)
Date of birth: November 11, 1976 • Lumel SA (Supervisory Board)

Term: Liable to retire by rotation

Period of directorship: Since September 17, 2013

DIN: 03128439

Krishnan Ganesan 43 Indian Companies

Designation: Non- Executive Nominee Director(1) • Kalki Communication Technologies

Private Limited
Address: 702, Shiv Anil, Plot 6, Union Park, Near R.K • SS Supply Chain Solutions Private
Studio, Chembur (East), Mumbai 400 071, Maharashtra, Limited
India
Foreign Companies
Occupation: Professional
Nil
Date of birth: March 14, 1980

Term: Liable to retire by rotation

Period of Directorship: Since September 4, 2021

DIN: 07885495

Rathin Kumar Banerjee 73 Indian Companies

Designation: Independent Director Nil

Address: Flat No. 203, Anita Apartment, Pali Road, Near St. Foreign Companies
Joseph School, Bandra (West), Mumbai 400 050,
Maharashtra, India Nil

Occupation: Service

Date of birth: July 17, 1950

Term: Three years with effect from September 13, 2022

Period of Directorship: Since September 17, 2015

DIN: 02101072

Siddharth Nandkishore Bafna 48 Indian Companies

• Diya Investo – Consultancy Private
Designation: Independent Director Limited
• Jalapeno Foods Private Limited
Address: 43, Jolly Maker, Apt No. 2, 94 Cuffe Parade,
Colaba, Mumbai 400 005, Maharashtra, India Foreign Companies

Occupation: Professional Nil

Date of birth: December 7, 1974

Term: Five years with effect from August 23, 2022

298
 Name, designation, address, occupation, date of birth, Age Directorships in other companies
term, period of directorship and DIN (in years)

Period of Directorship: Since August 23, 2022

DIN: 00689925

Astha Ashish Kataria 44 Indian Companies

• Anubhuti Seva Kendra
Designation: Independent Director • Ashoka Biogreen Private Limited
• Ashoka City Towers Constructions
Address: Anshuman Bunglow, Dutta Chowk, Sahdev Private Limited
Nagar, Near Anand Heights, Nashik 422 013, Maharashtra, • Ashoka Construwell Private Limited
India • Ashoka Deserts and Developers Private
Limited
Occupation: Business • Ashoka Errectors Private Limited
• Ashoka Housing Constructions Private
Date of birth: July 8, 1979 Limited
• Ashoka Institute of Medical Sciences and
Term: Five years with effect from August 8, 2022
Research
• Ashoka Nirmiti Private Limited
Period of Directorship: Since August 8, 2022
• Ashoka Premises Private Limited
DIN: 01813262 • Ashoka Promoters Private Limited
• Ashoka Shilp Akruti Private Limited
• Ashoka Universal Academy Private
Limited
• Ashoka Vastu Akruti Private Limited
• Ashoka Vastukala Nirman Private
Limited
• Precrete Technologies Private Limited

Foreign Companies

Nil

Lukasz Jan Meissner 48 Indian Companies

Designation: Independent Director Nil

Address: Drwesa, Ul. Bukowa 7, 62-070, Dopiewo, Poland Foreign Companies

Occupation: Business • Lumel Alucast (Supervisory Board)

• Lumel SA (Supervisory Board)
Date of birth: November 10, 1974 • TheCFO Sp. z o.o

Term: Five years with effect from September 23, 2022

Period of Directorship: Since September 23, 2022

DIN: 09740048
(1)
Nominee of SACEF.

Arrangement or understanding with major shareholders, customers, suppliers or others

Apart from (i) Alipt Sharma; and (ii) Krishnan Ganesan, nominated to our Board by SACEF, pursuant to the SHA,
none of our Directors have been appointed pursuant to any arrangement or understanding with our major
Shareholders, customers, supplier or others. For further details, please see “History and Certain Corporate
Matters – Summary of key agreements and shareholders’ agreements – Shareholders’ Agreement” on page
290.

Brief profiles of our Directors

299
Narendra Joharimal Goliya is the Chairman and Managing Director of our Company. He is the founder and
Promoter of our Company. He has been associated with our Company since its incorporation and accordingly has
over four decades of experience in the manufacturing and electrical industry. He holds a bachelor’s degree in
technology (electrical engineering) from the Indian Institute of Technology, Bombay and a master’s degree in
science from the Leland Stanford Junior University. He is also on the board of Nashik Engineering Cluster, Nashik
Exhibition and Business Council and Nashik Manav Sewa Foundation.

Parappath Kottekode Ramakrishnan is a Non-Executive Director of our Company. He holds a bachelor’s

degree in science (mechanical engineering) from the University of Kerala. He was previously associated with VIP
Industries Limited and Madras Rubber Factory Limited.

Alipt Sharma is a Non-Executive Nominee Director of our Company. He holds a bachelor’s degree in arts
(economics) from the University of Delhi, has completed a post-graduate programme in management from the
Indian School of Business, Hyderabad and is an associate member of the Institute of Chartered Accountants of
India. He was previously associated with Ambit Private Limited.

Krishnan Ganesan is a Non-Executive Nominee Director of our Company. He holds a bachelor’s degree in
commerce from University of Madras and a postgraduate diploma in management from the Indian Institute of
Management, Kozhikode. He is a member of the Institute of Chartered Accountants of India and the Institute of
Company Secretaries of India. He was previously associated with Florintree Advisors, WIP (India) Private
Limited, ICICI Venture Funds Management Company Limited, Stern Stewart India Private Limited and
PricewaterhouseCoopers. He is currently associated with South Asia Advisors, a sub-advisor to GEF Capital
Partners.

Rathin Kumar Banerjee is an Independent Director of our Company. He holds a bachelor’s degree in technology
(chemical engineering) from the Indian Institute of Technology, Bombay and a postgraduate diploma in business
management from Xavier Labour Relations Institute, Jamshedpur. He was previously associated with Asian Paints
(India) Limited, Blow Plast Limited, Indian Shaving Products Limited, Zicom Electronic Security Systems
Limited and Institute of Advanced Security Training and Management Private Limited.

Siddharth Nandkishore Bafna is an Independent Director of our Company. He holds a bachelor’s degree in
commerce from Sydenham College of Commerce and Economics, University of Bombay and a master’s degree
in business administration from Fuqua School of Business, Duke University, Durham. He is an associate member
of the Institute of Chartered Accountants of India. He is currently associated with Lodha & Co., Chartered
Accountants.

Astha Ashish Kataria is an Independent Director of our Company. She holds a bachelor’s degree in engineering
(electronics and telecommunication) from Pt. Ravishankar Shukla University, Raipur and a diploma in business
finance from The ICFAI University. She was previously associated with Ashoka Buildcon Limited.

Lukasz Jan Meissner is an Independent Director of our Company. He holds a masters of economics diploma
(international trade) from the School of Economics, Poznan. He is a fellow member of the Association of
Chartered Certified Accountants. He has completed the fundamentals workshop and leadership skill workshop
from Honeywell Academy Schonaich, Germany along with the workshop on “The Influence Edge – Getting work
done without authority” from Vengel Consulting Group, Inc. He was previously associated with Pricewaterhouse
Coopers N.V. and Raben Group.

Relationship between Directors, Key Managerial Personnel and/or Senior Management

None of our Directors are related to each other or to any of our Key Managerial Personnel or Senior Management
of our Company.

Terms of appointment of our Executive Director

Narendra Joharimal Goliya, Chairman and Managing Director

Pursuant to a resolution passed by our Shareholders in the EGM on September 30, 2021, Narendra Joharimal
Goliya is entitled to the following remuneration and other employee benefits:
(i) Salary: ₹ 1,107,000 per month including allowances and perquisites; and
300
 (ii) He is entitled to an incentive of ₹ 3,000,000 (up to 100% amount achievement linear) which is capped at
200% provided any or all of the following thresholds are met -
▪ A 20% growth in sales - 40.00%
▪ A 0.5% growth in EBITDA to sales ratio - 40.00%
▪ Launch of new family of products – 20.00%

In Fiscal 2023, Narendra Joharimal Goliya received an aggregate compensation of ₹ 18.68 million from our
Company.

Sitting Fees to Non-Executive Directors including our Independent Directors

Pursuant to resolutions passed by our Board on June 30, 2023, our Non-Executive Directors including our
Independent Directors, are each entitled to receive a sitting fee of ₹ 0.04 million for attending each meeting of our
Board and ₹ 0.02 million for attending each meeting of the committees of our Board:

None of our Non-Executive Directors were paid any sitting fees or compensation in Fiscal 2023, except as
disclosed below:
(in ₹ million)
Name of our Director Compensation paid
Parappath Kottekode Ramakrishnan 0.28
Siddharth Nandkishore Bafna 0.26
Astha Ashish Kataria 0.06
Rathin Kumar Banerjee 0.36

Remuneration paid or payable to our Directors from our Subsidiaries

Except as disclosed below, none of our Directors have received or were entitled to receive any remuneration,
sitting fees or commission from any of our Subsidiaries for Fiscal 2023:
1. Narendra Joharimal Goliya is entitled to receive a sitting fee of 3,000 PLN (monthly) each from Lumel SA
and Lumel Alucast in his capacity as the chairman of their respective supervisory boards.

In Fiscal 2023, Narendra Joharimal Goliya received an aggregate compensation of 36,000 PLN from Lumel
SA and Lumel Alucast as sitting fees in his capacity as the chairman of the supervisory board.

2. Lukasz Jan Meissner is entitled to receive a sitting fee of 2,500 PLN (per meeting) each from Lumel SA and
Lumel Alucast in his capacity as a member of their respective supervisory board.

In Fiscal 2023, Lukasz Jan Meissner received a sitting fee of 7,500 PLN each from Lumel SA and Lumel
Alucast.

Loans to Directors

No loans have been availed by our Directors from our Company.

Bonus or profit-sharing plan for our Directors

Except for the bonus component under the terms of appointment of our Executive Director, our Company does
not have any bonus or profit-sharing plan for our Directors.

Shareholding of our Directors in our Company

Our Articles of Association do not require our Directors to hold any qualification shares.

Other than as disclosed under “Capital Structure – Notes to Capital Structure – Shareholding of our Directors,
Key Managerial Personnel and Senior Management in our Company” on page 112, none of our Directors hold
any Equity Shares as on the date of this Prospectus.

Service contracts with Directors

There are no service contracts entered into with any Directors, which provide for benefits upon termination of
301
employment.

Interest of Directors

Our Directors may be deemed to be interested to the extent of remuneration and reimbursement of expenses, if
any, payable to them as well as sitting fees, if any, payable to them for attending meetings of our Board or
committees thereof, and any commission payable to them. Our Non-Executive Director, Parappath Kottekode
Ramakrishnan, is also interested to the extent of the consultancy fees paid to him by the Company for other
consultancy services provided.

Our Chairman and Managing Director, Narendra Joharimal Goliya, may also be interested to the extent of Equity
Shares, held by him or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which he
is interested as promoter, director, partner, proprietor, karta, member or trustee pursuant to the Offer and any
dividend and other distributions payable in respect of such Equity Shares.

Our Chairman and Managing Director, Narendra Joharimal Goliya, is also interested to the extent of the amount
receivable by him pursuant to the leave and license agreement dated April 1, 2023 entered between him and our
Company pursuant to which he has leased property situated at Plot No. 53, Satpur, Nashik 422 007, Maharashtra
to our Company.

Further, our Promoter is interested in our Company to the extent of the rights held by him to nominate Directors
on the Board of our Company, pursuant to the terms of the SHA read with the SHA Amendment and Waiver
Agreement. Further, our Non-Executive Nominee Directors, Alipt Sharma and Krishnan Ganesan may be deemed
to be interested in our Company to the extent of the shareholding held by SACEF who have nominated them on
our Board.

No sum has been paid or agreed to be paid to our Directors or to firms or companies in which they may be
members, in cash or shares or otherwise by any person either to induce him/ her to become, or to qualify him/her
as a Director, or otherwise for services rendered by him/her or by such firm or company, in connection with the
promotion or formation of our Company.

Interest in land and property

None of our Directors are interested in any property acquired by our Company in the two years preceding the date
of this Prospectus, or presently proposed to be acquired by it.

None of our Directors have any interest in any transaction by our Company for acquisition of land, construction
of building or supply of machinery, etc.

Interest in promotion of our Company

Except our Promoter, Narendra Joharimal Goliya, none of our Directors have an interest in the promotion of our
Company, as on the date of this Prospectus.

Business interest

Except as stated in “Restated Consolidated Financial Information – Related Party Disclosures” on page 376,
our Directors do not have any other business interest in our Company.

Contingent and deferred compensation payable to Directors

There is no contingent or deferred compensation payable to our Directors, which does not form part of their
remuneration.

Confirmations

None of our Directors are, or for the five years prior to the date of this Prospectus, have been on the board of
directors of any listed company whose shares have been/were suspended from being traded on any stock exchange,
during their tenure.

302
None of our Directors has been or is a director on the board of directors of any listed company that has been or
was delisted from any stock exchange, during their tenure.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth
below:

Name of Director Date of Change Reasons

Lukasz Jan Meissner September 23, 2022 Appointment as an additional Independent Director#
Rathin Kumar Banerjee September 13, 2022 Change of designation from non-executive director to
Independent Director
Astha Ashish Kataria August 8, 2022 Appointment as an additional Independent Director*
Siddharth Nandkishore Bafna August 23, 2022 Appointment as an additional Independent Director*
Krishnan Ganesan September 4, 2021 Appointment as a Non-Executive Nominee Director
Rajesh Pai September 4, 2021 Resignation as a nominee director
#
Regularized pursuant to a shareholders’ resolution passed in the extra-ordinary general meeting dated September 26, 2022.
*
Regularized pursuant to a shareholders’ resolution passed in the annual general meeting dated September 21, 2022.

Borrowing Powers

Pursuant to our Articles of Association, a resolution of our Board dated December 19, 2022 and a resolution
passed by our Shareholders on December 22, 2022, our Board may borrow money, subject to approval of
members, with or without security, on such terms and conditions as it may consider fit notwithstanding that the
amount to be borrowed together with amount already borrowed by the Company (apart from temporary loans
obtained from the Company's bankers in the ordinary course of business) exceeds the aggregate of paid-up capital
and free reserves and securities premium provided that the total amount that may be borrowed by the Board and
outstanding at any point of time shall not exceed ₹ 500.00 million.

Corporate Governance

As on the date of this Prospectus, there are eight Directors on our Board comprising one Executive Director, one
Non-Executive Director, two Non-Executive Nominee Directors and four Independent Directors, including one
independent woman director. Further, the independent director on the supervisory boards of our Material
Subsidiaries i.e., Lumel SA and Lumel Alucast, Lukasz Jan Meissner, is also an Independent Director on our
Board. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing
Regulations, the Companies Act, 2013 and the SEBI ICDR Regulations in relation to the composition of our
Board and constitution of committees thereof, as required under law.

Our Company undertakes to take all necessary steps to continue to comply with all applicable requirements of the
SEBI Listing Regulations and the Companies Act, 2013.

Board Committees

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act, 2013:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Risk Management Committee; and
(e) CSR Committee.

Audit Committee

The Audit Committee was constituted pursuant to a resolution passed by our Board at its meeting held on
September 26, 2022 and the terms of reference were last amended on December 19, 2022. The Audit Committee
is in compliance with Section 177 and other applicable provisions of the Companies Act, 2013 and Regulation 18
of the SEBI Listing Regulations. The Audit Committee currently comprises:

303
 S. No. Director Designation
1. Siddharth Nandkishore Bafna Chairman
2. Narendra Joharimal Goliya Member
3. Rathin Kumar Banerjee Member
4. Lukasz Jan Meissner Member

Scope and terms of reference:

The Audit Committee shall be responsible for, among other things, as may be required by the Stock Exchange(s)
from time to time, the following:
Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(1) to investigate any activity within its terms of reference;

(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(5) such other powers as may be prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

(1) oversight of the financial reporting process and the disclosure of financial information relating to our
Company to ensure that the financial statements are correct, sufficient and credible;

(2) recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of statutory auditors of the Company and the fixation of the audit fee;

(3) monitoring the end use of funds raised through public offers and related matters;

(4) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

(5) examining and reviewing, with the management, the annual financial statements and auditors report thereon
before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the Board’s
report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Modified opinion(s) in the draft audit report.

(6) reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

(7) reviewing, with the management, the statement of uses / application of funds raised through an issue (public
issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated
in the Offer document / prospectus / notice and the report submitted by the monitoring agency monitoring
the utilization of proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement, and making appropriate recommendations to the Board to take up steps in this matter. This also
includes monitoring the use/application of the funds raised through the proposed initial public offering by
the Company;

(8) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

304
(9) approval of any subsequent modification of transactions of the Company with related parties and omnibus
approval for related party transactions proposed to be entered into by the Company, subject to the conditions
as may be prescribed, by the independent directors who are members of the Audit Committee;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause
2(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.

(10) scrutiny of inter-corporate loans and investments;

(11) valuation of undertakings or assets of the Company, wherever it is necessary;

(12) evaluation of internal financial controls and risk management systems;

(13) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;

(14) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit

(15) discussion with internal auditors of any significant findings and follow-up thereon;

(16) reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the Board;

(17) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

(18) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;

(19) reviewing the functioning of the whistle blower mechanism;

(20) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee
directly hearing grievances of victimization of employees and directors, who used vigil mechanism to report
genuine concerns in appropriate and exceptional cases;

(21) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate;

(22) reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding ₹ 1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing
loans/ advances/ investments existing as on the date of coming into force of this provision;

(23) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders; and

(24) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the
Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other
applicable law, as and when amended from time to time.

Further, the Audit Committee shall mandatorily review the following information:

a. Management discussion and analysis of financial condition and results of operations;

b. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the
management of the Company
305
 c. Management letters / letters of internal control weaknesses issued by the statutory auditors;

d. Internal audit reports relating to internal control weaknesses;

e. The appointment, removal and terms of remuneration of the chief internal auditor;

f. Approve Key Performance Indicators as disclosed by the Management; and

g. Statement of deviations in terms of the SEBI Listing Regulations

i) quarterly statement of deviation(s) including report of monitoring agency, if applicable,

submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of
the SEBI Listing Regulations; and
ii) annual statement of funds utilized for purposes other than those stated in the offer document/
prospectus/ notice in terms of the SEBI Listing Regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted pursuant to a resolution passed by our Board at
its meeting held on September 26, 2022. The composition and terms of reference of the Nomination and
Remuneration Committee are in compliance with Section 178 and other applicable provisions of the Companies
Act, 2013 and Regulation 19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee
currently comprises:

S. No. Director Designation

1. Rathin Kumar Banerjee Chairman
2. Astha Ashish Kataria Member
3. Krishnan Ganesan Member

Scope and terms of reference:

The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

• Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board a policy relating to the remuneration of the directors, key managerial
personnel and other employees (“Remuneration Policy”);

• For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may (a) use the
services of external agencies, if required; (b) consider candidates for a wide range of backgrounds, having
due regard to diversity; and (c) consider the time commitments of the candidates;

• Formulation of criteria for evaluation of performance of independent directors and the Board;

• Devising a policy on Board diversity;

• Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the Board their appointment and removal and
carrying out evaluation of every director’s performance (including independent director);

• Analyzing, monitoring and reviewing various human resource and compensation matters;

• Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;

306
• Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;

• Recommend to the board, all remuneration, in whatever form, payable to senior management;

• Carrying out any other functions required to be carried out by the Nomination and Remuneration
Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time.

• The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure
that:

(a) the level and composition of remuneration be reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the Company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and
(c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate
to the working of the Company and its goals.

• Perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended, including the following:

(a) administering any employee stock option schemes (the “Plans”);

(b) determining the eligibility of employees to participate under the Plans;
(c) granting options to eligible employees and determining the date of grant;
(d) determining the number of options to be granted to an employee;
(e) determining the exercise price under the Plans; and
(f) construing and interpreting the Plans and any agreements defining the rights and obligations of the
Company and eligible employees under the Plans, and prescribing, amending and/or rescinding
rules and regulations relating to the administration of the Plans.

• Frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, by the trust, the Company and its employees,
as applicable.

• carrying out any other activities as may be delegated by the Board and other functions required to be carried
out by the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI
Listing Regulations or any other applicable law, as and when amended from time to time.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was constituted pursuant to a resolution passed by our Board at its
meeting held on September 26, 2022, in compliance with Section 178 of the Companies Act, 2013 and Regulation
20 of the SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises:

S. No. Director Designation

1. Alipt Sharma Chairman
2. Parappath Kottekode Ramakrishnan Member
3. Siddharth Nandkishore Bafna Member

Scope and terms of reference:

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required
under applicable law, the following:
307
• considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders
• resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
• giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, debentures
or any other securities;
• issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
• review of measures taken for effective exercise of voting rights by shareholders;
• review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the registrar & share transfer agent;
• review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company; and
• carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the Companies Act, 2013 or the SEBI Listing Regulations or any other applicable law, as and
when amended from time to time.

Risk Management Committee

The Risk Management Committee was constituted pursuant to a resolution passed by our Board at its meeting
held on September 26, 2022, in compliance with Regulation 21 of the SEBI Listing Regulations. The Risk
Management Committee currently comprises:

S. No. Member Designation

1. Narendra Joharimal Goliya Chairman
2. Parappath Kottekode Ramakrishnan Member
3. Astha Ashish Kataria Member

Scope and terms of reference:

The role and responsibility of the Risk Management Committee shall be as follows:

• Formulation of a detailed risk management policy which shall include: (a) a framework for identification of
internal and external risks specifically faced by the listed entity, in particular including financial, operational,
sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as
may be determined by the Risk Management Committee; (b) measures for risk mitigation including systems
and processes for internal control of identified risks; and (c) business continuity plan;

• Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

• Monitor and oversee implementation of the risk management policy, including evaluating the adequacy of
risk management systems;

• Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or modification
thereof, as necessary;

• Keep the Board of directors of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;

• Review the appointment, removal and terms of remuneration of the Chief Risk Officer (if any);

• To implement and monitor policies and/or processes for ensuring cyber security; and

• Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
308
Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was re-constituted pursuant to a resolution passed by our Board
at its meeting held on September 26, 2022, and its composition and terms of reference are in compliance with
Section 135 and other applicable provisions of the Companies Act, 2013. The Corporate Social Responsibility
Committee currently comprises:

S. No. Director Designation

1. Narendra Joharimal Goliya Chairman
2. Rathin Kumar Banerjee Member
3. Krishnan Ganesan Member

Scope and terms of reference:

The Corporate Social Responsibility Committee shall be authorized to perform the following functions:

(a) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013
and the rules made thereunder, each as amended, monitor the implementation of the same from time to
time, and make any revisions therein as and when decided by the Board;

(b) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a);

(c) instituting a transparent monitoring mechanism for implementation of the corporate social responsibility
projects or programs or activities undertaken by the Company;

(d) identifying corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution of
all delegated responsibilities; and

(f) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board from time to time and/or as may be required under
applicable law, as and when amended from time to time.

309
Management Organization Structure

310
Key Managerial Personnel and Senior Management

Key Managerial Personnel

In addition to Narendra Joharimal Goliya, Chairman and Managing Director of our Company, whose details are
disclosed under “– Brief profiles of our Directors” on page 299, the details of our other Key Managerial Personnel
as on the date of this Prospectus are set forth below.

Dineshkumar Musalekar is the Group CEO. He has been associated with Lumel since January 16, 2014. He
holds a bachelor’s degree of engineering (electronics and communication) from the Karnatak University Dharwad
and a master’s degree in human resources development management from Somaiya Institute of Management
Studies and Research, University of Mumbai. He was previously associated with TL Jones India Pte (now Avire
India Pte) and Otis Elevators Company India Limited. In Fiscal 2023, he received an aggregate compensation of
₹ 18.80 million from Lumel.

Nitinkumar Sudhir Deshpande is the Head – Marketing, Business Development and Profit Centre Head of our
Company. He has been associated with our Company since July 8, 2018. He holds a bachelor’s degree of
engineering (electrical engineering) from the University of Mumbai, diploma in electrical engineering from
Maharashtra State Board of Technical Education and a master’s degree in business administration from Tilak
Maharashtra Vidyapeeth, Pune. He was previously associated with ABB Limited, Siemens Limited and Schneider
Electric India Pvt Limited. In Fiscal 2023, he received an aggregate compensation of ₹ 3.80 million from our
Company.

Anand Purshottam Laddha is the Director - Finance of Lumel. He has been associated with our Company since
September 1, 2014 and thereafter was deputed to Lumel SA. He holds a bachelor’s degree of commerce from
Amrabati University and is an associate member of the Institute of Chartered Accountants of India. He was
previously associated with Radico NV Distilleries Maharashtra Ltd. In Fiscal 2023, he received an aggregate
compensation of ₹ 5.25 million from our Company.

Vishal Prabhakar Kulkarni is the Chief Financial Officer of our Company. He has been associated with our
Company since July 21, 2014. He holds a master’s degree in commerce from the University of Pune. He is an
associate member of the Institute of Company Secretaries of India. He was previously associated with Techno
Force (I) Pvt Ltd. and ThyssenKrupp Electrical Steel India Private Limited. In Fiscal 2023, he received an
aggregate compensation of ₹ 1.54 million from our Company.

Ajinkya Joglekar is the Company Secretary and Compliance Officer of our Company. He has been associated
with our Company since August 8, 2022. He holds a bachelor’s degree in commerce from the Rashtrasant Tukadaji
Maharaj Nagpur University. He is an associate member of the Institute of Company Secretaries of India. He was
previously associated with Galactico Corporate Services Limited. In Fiscal 2023, he received an aggregate
compensation of ₹ 0.37 million from our Company.

Senior Management

In addition to Key Managerial Personnel of our Company whose details are provided in “– Key Managerial
Personnel” above, the details of our Senior Management as on the date of this Prospectus are set forth below:

Hemlata Bhavsar is the Head – Human Resources of our Company. She has been associated with our Company
since June 16, 2004. She holds a bachelor’s degree of commerce from University of Poona and holds a master’s
degree in business studies from University of Pune. In Fiscal 2023, she received an aggregate compensation of ₹
1.56 million from our Company.

Arunava Bagchi is the General Manager and Profit Centre Head of our Company. He has been associated with
our Company since December 4, 2006. He holds a diploma in personnel management and industrial relations from
All India Institute of Management Studies, Madras and a diploma in tool and die-making from the Central Tool
Room and Training Centre, Calcutta. He was previously associated with Legrand (India) Private Limited. In Fiscal
2023, he received an aggregate compensation of ₹ 2.69 million from our Company.

Amol Deshmukh is the Head – Research & Development of our Company. He has been associated with our
Company since April 2, 1998. He holds a diploma in industrial electronics from the Board of Technical

311
Examinations, Government of Maharashtra. In Fiscal 2023, he received an aggregate compensation of ₹ 2.74
million from our Company.

Status of Key Managerial Personnel and Senior Management

Except for Dineshkumar Musalekar, Group CEO, all the Key Managerial Personnel and Senior Management are
permanent employees of our Company.

Relationship among Key Managerial Personnel and Senior Management

None of our Key Managerial Personnel and Senior Management are related to each other or any of the Directors.

Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management

Except for the bonus component under the terms of appointment of Narendra Joharimal Goliya, none of our Key
Managerial Personnel and Senior Management are party to any bonus or profit-sharing plan of our Company. Our
Company makes annual variable payments to the Key Managerial Personnel and Senior Management, as part of
the variable pay component of their remuneration, in accordance with their terms of appointment.

Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management

No contingent or deferred compensation is payable to any of our Key Managerial Personnel and Senior
Management for Fiscal 2023.

Shareholding of Key Managerial Personnel and Senior Management in our Company

Except our Promoter, Narendra Joharimal Goliya, none of our Key Managerial Personnel and Senior Management
hold Equity Shares as on the date of this Prospectus. For details of the Equity Shares held by Narendra Joharimal
Goliya, see Capital Structure – Notes to Capital Structure – Shareholding of our Directors, Key Managerial
Personnel and Senior Management in our Company” on page 112.

Service Contracts with Key Managerial Personnel and Senior Management

Our Key Managerial Personnel and Senior Management are governed by the terms of their respective appointment
letters / resolutions of our Board on their terms of appointment and have not entered into any other service
contracts with our Company. Further, no officer of our Company is entitled to any benefit upon termination of
employment or superannuation, other than statutory benefits.

Interest of Key Managerial Personnel and Senior Management

Our Key Managerial Personnel and Senior Management (other than our Chairman and Managing Director) may
be interested to the extent of the remuneration, benefits, reimbursement of expenses incurred in the ordinary course
of business, and to the extent of employee stock options that may be granted to them from time to time under
ESOP 2016, ESOP 2022 Scheme A and ESOP 2022 Scheme B or any other employee stock option schemes that
may be formulated by our Company from time to time.

For details of the interest of our Chairman and Managing Director, see “Our Management – Interest of Directors”
on page 302.

The details of the ESOPs granted to our Key Managerial Personnel and Senior Management, outstanding as on
the date of this Prospectus, are set out below:

S. Name of the Number of Granted Vested Number of Percentage of

No Shareholder Equity Shares Options Options as on Equity Equity Share
held the date of Shares on capital on a
this a fully fully diluted
Prospectus diluted basis(1) (%)
basis(1)
1. Nitinkumar Sudhir Nil 13,886 3,886 3,886 0.01
Deshpande

312
 S. Name of the Number of Granted Vested Number of Percentage of
No Shareholder Equity Shares Options Options as on Equity Equity Share
held the date of Shares on capital on a
this a fully fully diluted
Prospectus diluted basis(1) (%)
(1)
basis
2. Vishal Prabhakar Nil 10,760 3,760 3,760 0.01
Kulkarni
3. Dineshkumar Nil 744,000 Nil Nil Nil
Musalekar
4. Hemlata Bhavsar Nil 15,764 10,764 10,764 0.03
5. Amol Deshmukh Nil 21,464 14,464 14,464 0.04
6. Arunava Bagchi Nil 19,394 11,394 11,394 0.03
(1)
Includes Equity Shares to be allotted pursuant to exercise of any of the 256,062 options vested under ESOP 2016, as applicable.

Arrangements and understanding with major shareholders, customers, suppliers or others

None of our Key Managerial Personnel and Senior Management have been appointed pursuant to any arrangement
or understanding with our major shareholders, customers, suppliers or others.

Employee stock option and stock purchase schemes

For details of the ESOP implemented by our Company, see “Capital Structure – Employee Stock Option
Schemes” on page 113.

Changes in Key Managerial Personnel and Senior Management during the last three years

Except as stated below and in “– Changes in our Board during the last three years” on page 303, there has been
no change in our Key Managerial Personnel and Senior Management during the three years immediately preceding
the date of this Prospectus:

Name of KMP Date of Change Reason

Dineshkumar Musalekar June 30, 2023 Change in designation from President and Chief
Executive Officer of Lumel to Group CEO
Vishal Prabhakar Kulkarni August 9, 2022 Appointment as a Chief Financial Officer
Ajinkya Joglekar August 8, 2022 Appointment as a Company Secretary and Compliance
Officer
Vishal Prabhakar Kulkarni August 8, 2022 Resignation as a company secretary

Payment or Benefit to Key Managerial Personnel and Senior Management of our Company

No non-salary related amount or benefit has been paid or given to any officer of our Company within the two
years preceding the date of this Prospectus or is intended to be paid or given, other than in the ordinary course of
their employment.

313
 OUR PROMOTER AND PROMOTER GROUP

Narendra Joharimal Goliya is the Promoter of our Company. As on the date of this Prospectus, our Promoter,
holds 16,262,098 Equity Shares, representing 44.85% of the issued, subscribed and paid-up Equity Share capital
of our Company. For details of the build-up of our Promoter’s shareholding in our Company, see “Capital
Structure – History of Promoters’ shareholding and Promoters’ contribution – Build-up of Promoter’s equity
shareholding in our Company” on page 106.

Details of our Promoter

Narendra Joharimal Goliya

Narendra Joharimal Goliya, born on September 20,

1951, aged 71 years, is the Promoter, Chairman and
Managing Director of our Company. He resides at
Siddhachal Bungalow, Gangapur Road, Near Serene
Meadows, Rishabh Enclave, Anandvalli, Nashik 422
013, Maharashtra, India. For the complete profile of
Narendra Joharimal Goliya, along with the details of
his educational qualification, experience in the
business, positions/ posts held in past, other
directorships and other ventures, see “Our
Management – Brief profiles of our Directors” on
page 299.

The permanent account number of Narendra

Joharimal Goliya is AEEPG1586K.

The permanent account number, bank account number(s), Aadhar card number, driving license number and
passport number of our Promoter was submitted to the Stock Exchanges at the time of filing of the Draft Red
Herring Prospectus.

Change in control of our Company

There has been no change in the control of our Company in the last five years preceding the date of this Prospectus.
Pursuant to a resolution passed by our Board of Directors dated August 8, 2022, Narendra Joharimal Goliya was
identified as the Promoter of our Company. Accordingly, as on the date of this Prospectus, our Company has only
one Promoter.

Interest of our Promoter

(a) Our Promoter is interested in our Company to the extent (i) that he has promoted our Company (ii) of his
direct and indirect shareholding in our Company and the shareholding of his relatives in our Company; and
(iii) of dividends payable (if any) and any other distributions in respect of the Equity Shares held by him
in our Company. For details of the Promoter’s shareholding in our Company, see “Capital Structure –
History of build-up of Promoter’s shareholding and Promoter’s contribution – Build-up of Promoter’s
equity shareholding in our Company” on page 106.

(b) Our Promoter, Narendra Joharimal Goliya, is also deemed to be interested to the extent of remuneration
payable to him as the Chairman and Managing Director of our Company and amount payable as a
supervisory board member of Lumel SA and Lumel Alucast. Further, he is also interested to the extent of
amount payable to him as the lessor of Plot No. 53, Satpur, Nashik 422 007, Maharashtra which was leased
to our Company as per the terms of the leave and license agreement dated April 1, 2023 entered into by
him with our Company. For details see “Restated Consolidated Financial Information – Related Party
Disclosures” on page 376.

314
(c) Our Promoter has no interest in any property acquired by our Company during the three years preceding
the date of this Prospectus, or proposed to be acquired, or in any transaction by our Company for acquisition
of land, construction of building or supply of machinery.

(d) No sum has been paid or agreed to be paid to our Promoter or to any firm or company in which our Promoter
is a member, in cash or shares or otherwise by any person for services rendered by such Promoter or by
such firm or company in connection with the promotion or formation of our Company.

Payment or benefits to our Promoter or our Promoter Group

Except as stated in this chapter, “Our Management – Terms of appointment of our Executive Director” on page
300 and “Restated Consolidated Financial Information – Related Party Disclosures” on page 376 there has been
no payment or benefits given by our Company to our Promoter and members of our Promoter Group during the
two years preceding the date of this Prospectus nor is there any intention to pay or give any benefit to our Promoter
or Promoter Group as on the date of this Prospectus.

Material guarantees given by our Promoter

Our Promoter has not given any material guarantees to any third parties with respect to the Equity Shares, as on
the date of this Prospectus.

Disassociation by our Promoter in the three immediately preceding years

Except as stated below, our Promoter has not disassociated himself from any companies or firms during the three
immediately preceding years.

Our Promoter transferred all his shareholding in Shanti Instruments Private Limited on March 15, 2022.

Promoter Group

In addition to our Promoter, the individuals and entities that form part of the Promoter Group of our Company in
terms of Regulations 2(1)(pp) of the SEBI ICDR Regulations are set out below:

Natural persons who are part of the Promoter Group

The natural persons who are part of the Promoter Group are as follows:

(a) Immediate relatives of our Promoter

Name of Promoter Name of relative Relationship

Narendra Joharimal Asha Narendra Goliya Spouse
Goliya Rishabh Narendra Goliya Son
Anushree Goliya Daughter
Surendra Goliya* Brother
Ashok Bora Spouse’s brother
Mangala Rajendra Mehta* Spouse’s sister
Sunanda Lalwani Spouse’s sister
*
Our Company, pursuant to a letter dated October 12, 2022 has sought an exemption from SEBI for the inclusion
of Surendra Goliya, brother of our Promoter and Mangala Rajendra Mehta, sister of the spouse of our Promoter,
from inclusion in the “Promoter Group” in terms of Regulation 2(i)(pp) of the SEBI ICDR Regulations on account
of not receiving any information from Surendra Goliya and Mangala Rajendra Mehta and entities that they may be
interested in for inclusion in this Prospectus. SEBI, pursuant to its letter dated December 29, 2022 directed our
Company to include Surendra Goliya and Mangala Rajendra Mehta, as part of the Promoter Group of the Company
based on information available in the public domain. See “Risk Factors – 8. Two of the immediate relatives of our
Promoter, who are deemed to be a part of the Promoter Group under Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018 have not provided consent, information or any
confirmations or undertakings pertaining to themselves which are required to be disclosed in relation to a member
of the Promoter Group in this Prospectus” on page 36.

(b) In addition to the individuals mentioned above, persons whose shareholding is aggregated under the
heading “shareholding of the promoter group”:
315
 (i) Mohini Goliya

Entities forming part of the Promoter Group

The entities forming part of the Promoter Group are as follows:

1. Agam Electricals Private Limited;

2. Anushree Family Trust;
3. Biostar Pharmaceuticals Private Limited;
4. Bora Ashok Sukhlal (HUF);
5. Bora Sukhlal Chandmal (HUF);
6. Ivaan Foundation;
7. Narendra Rishabh Goliya (HUF);
8. Pharmalinks Agency (India) LLP;
9. Rass Healthcare Private Limited;
10. Rishabh Family Trust;
11. Surnadev Electricals Private Limited; and
12. Trabolet Holdings.

316
 GROUP COMPANIES

As per the SEBI ICDR Regulations, group companies of a company include such companies (other than promoters
and subsidiaries of such company) (i) with which there are related party transactions, during the period for which
financial information is disclosed in the Offer Documents issued by the issuer company, as covered under the
applicable accounting standards; and (ii) other companies considered material by the board of directors of the
relevant issuer company.

Accordingly, for (i) above such companies (other than any Subsidiaries) with which there were related party
transactions as set out in the Restated Consolidated Financial Information as covered under the relevant accounting
standard (i.e., Ind AS 24) have been considered for purposes of identification Group Companies in terms of the
SEBI ICDR Regulations.

In relation to (ii) above, in accordance with the Materiality Policy, for the purposes of disclosure in this Prospectus,
such other companies that form a part of the Promoter Group and with which there were transactions in the Fiscal
2023, as per the Restated Consolidated Financial Information, which individually or in the aggregate, exceed 10%
of the total restated consolidated revenue from operations of the Company shall be considered material to be
disclosed as a Group Company.

Accordingly, in accordance with the SEBI ICDR Regulations and the terms of the Materiality Policy, our Board
has identified the following as Group Companies of our Company:

S. No. Group Company Registered Office

1. Shanti Instruments Private Limited A-54 MIDC, Andheri east, Mumbai – 400093
2. Przedsiębiorstwo Wdrożeniowe INMEL Spółka z ul. Sulechowska 1, 65-022, Zielona Góra, Poland
ograniczoną odpowiedzialnością
3. SARAN Spółka z ograniczoną ul.Sulechowska 1, 65-022, Zielona Gora, Poland
odpowiedzialnością

Details of our Group Companies

In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation
reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset
value, of our Group Companies based on their respective audited financial statements for the preceding three years
are required to be hosted on their respective websites. Details in this regard are:

S. No. Group Companies Website

1. Shanti Instruments Private Limited https://www.shanti-instruments.com/
2. Przedsiębiorstwo Wdrożeniowe INMEL Spółka z NA*
ograniczoną odpowiedzialnością
3. SARAN Spółka z ograniczoną NA*
odpowiedzialnością
*Under Polish Law, Inmel and Saran are not statutorily required to have their financials audited and hence they have not prepared audited
financials

Our Company has provided link to the above website solely to comply with the requirements specified under the
SEBI ICDR Regulations. The information provided on the websites given above should not be relied upon or used
as a basis for any investment decision.

Neither our Company nor the BRLMs or the Selling Shareholders nor any of their respective directors, employees,
affiliates, associates, advisors, agents or representatives accept any liability whatsoever for any loss arising from
any information presented or contained in the websites given above.

Nature and extent of interests of our Group Companies

As on the date of this Prospectus, our Group Companies do not have any interest in the promotion or formation
of our Company. Our Group Companies do not have any interest in any property acquired by our Company in the
three years preceding the date of filing this Prospectus or proposed to be acquired by it as on the date of this
Prospectus. Except as disclosed under “Restated Consolidated Financial Information – Related Party
Disclosures” on page 376, our Group Companies do not have an interest in any transaction by our Company
pertaining to acquisition of land, construction of building and supply of machinery. Except as disclosed under
317
“Restated Consolidated Financial Information – Related Party Disclosures” on page 376 and in the ordinary
course of business, our Group Companies do not have or currently propose to have any business interest in our
Company.

Related Business Transactions

Except as set forth in “Restated Consolidated Financial Information – Related Party Disclosures” on page 376,
no other related party transactions have been entered into between our Group Companies and our Company.

Common pursuits of our Group Companies

Except for Shanti Instruments Private Limited, which is engaged in the same line of business as that of our
Company, there are no common pursuits between our Associate/ Group Companies and our Company. As a result,
there may be conflicts of interest in allocating business opportunities between us and such Group Company. Our
Company and Shanti Instruments Private Limited will adopt the necessary procedures and practices as permitted
by law to address any conflict situation as and when they arise. For risks relating to the same, please refer to “Risk
Factors – 37. Certain of our Subsidiaries and Group Companies have common pursuits as they are engaged in
similar business or industry segments and may compete with us” on page 62.

Litigation

As on the date of this Prospectus, our Group Companies are not parties to any pending litigation which may
have a material impact on our Company.

318
 DIVIDEND POLICY

The declaration and payment of dividends, if any, will be recommended by our Board and approved by our
Shareholders, at their discretion, subject to the provisions of our Articles of Association and applicable law,
including the Companies Act, 2013.

The dividend distribution policy of our Company was approved and adopted by our Board on September 26, 2022
(“Dividend Policy”). In terms of the Dividend Policy, the dividend, if any, will depend on a number of internal
and external factors, which, amongst others, include, profits, cashflows, contractual obligations and growth and
expansion plans.

Any future determination as to the declaration and payment of dividends will be at the discretion of our Board
and will depend on factors that our Board deems relevant, including but not limited to earning stability, past
dividend trends, contractual obligations, applicable legal restrictions, overall financial position of our Company
and other factors considered relevant by the Board. In addition, our Company’s ability to pay dividends may be
impacted by a number of other factors, including restrictive covenants under the loan or financing documents, our
Company is currently a party to or may enter into from time to time. For more information on restrictive covenants
under our loan agreements, see “Financial Indebtedness” on page 401.

Our Company has not declared any dividend on the Equity Shares of our Company in the last three Fiscals and
the period from April 1, 2023 until the date of this Prospectus.

The Company has not declared any dividend on the CCPS from the period from April 1, 2023 until the date of
conversion of such CCPS to Equity Shares. The dividends declared and paid by our Company on the CCPS during
the three Fiscals were as follows:

Particulars Fiscal 2021 Fiscal 2022 Fiscal 2023 From April 1, 2023 till the date
of this Prospectus
Face value per CCPS (in ₹) 30 30 30 Nil
Dividend (in ₹) 1,292 1,082 1,082 Nil
Dividend per share (in ₹) 0.0003 0.0003 0.0003 Nil
Rate of dividend (%) 0.001 0.001 0.001 Nil
Number of CCPS 4,307,669 3,606,110 3,606,110 Nil
Dividend distribution tax (in ₹) N.A. N.A. N.A. Nil
Mode of payment Bank transfer Bank transfer Bank transfer Nil

The amount of dividend paid in the past is not necessarily indicative of the dividend policy of our Company or
dividend amounts, if any, in the future. There is no guarantee that any dividends will be declared or paid in the
future on the Equity Shares. For details of risks in relation to our capability to pay dividend, see “Risk Factors –
54. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements” on page 70.

319
 SECTION V: FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

(The remainder of this page is intentionally left blank)

320
Examination Report of the Independent Auditor on the Restated Consolidated Statement of
Assets and Liabilities as at March 31, 2023, March 31, 2022 and March 31, 2021 and the
Restated Consolidated Statement of Profit and Loss (including other comprehensive income),
Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of
Cash Flows along with the Statement of Significant Accounting Policies and other explanatory
information for the years ended March 31, 2023, March 31, 2022 and March 31, 2021 of
Rishabh Instruments Limited (formerly known as Rishabh Instruments Private Limited)
(collectively, the “Restated Consolidated Financial Information”)

The Board of Directors

Rishabh Instruments Limited
(Formerly known as Rishabh Instruments Private Limited)
A-54, MIDC, Opposite MIDC Bus Depot, Andheri (East),
Mumbai – 400093

Dear Sirs/ Madams,

1. We have examined the Restated Consolidated Financial Information of Rishabh

Instruments Limited (the “Company” or the “Holding Company” or the “Issuer”), its
subsidiaries and associate (the Company, its subsidiaries and associate together referred
to as the “Group”) as at March 31, 2023, March 31, 2022 and March 31, 2021, annexed to
this examination report for the purpose of inclusion in the Red Herring Prospectus
(“RHP”) and the Prospectus (the “Prospectus”), prepared by the Holding Company in
connection with its proposed Initial Public Offer of equity shares of face value of Rs. 10
each (the “Offer”). The Restated Consolidated Financial Information, which have been
approved by the board of directors of the Holding Company (the “Board of Directors”) at
their meeting held on July 24 2023, and have been prepared by the Holding Company in
accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by

the Institute of Chartered Accountants of India (“ICAI”), as amended from time
to time (the “Guidance Note”).

2. The Holding Company’s management are responsible for the preparation of the Restated
Consolidated Financial Information for the purpose of inclusion in the RHP and the
Prospectus to be filed with Securities and Exchange Board of India (“SEBI”), BSE Limited
(“BSE”), the National Stock Exchange of India Limited (“NSE”) and Registrar of
Companies, Maharashtra at Mumbai (“RoC”) in connection with the Offer. The Restated
Consolidated Financial Information have been prepared by the management of the
Holding Company in accordance with the basis of preparation stated in Note 2.1 to
Annexure 5 of the Restated Consolidated Financial Information. The management of the
Holding Company is responsible for designing, implementing and maintaining adequate
internal control relevant to the preparation and presentation of the Restated
Consolidated Financial Information. The management of the Holding Company is also
responsible for identifying and ensuring that the Group complies with the Act, the SEBI
ICDR Regulations and the Guidance Note.

321
3. We have examined the Restated Consolidated Financial Information taking into
consideration:

a) the terms of reference and our engagement agreed with you vide our engagement
letter dated September 01, 2022, in connection with the Offer.

b) the Guidance Note which requires that we comply with the ethical requirements
as stated in the Code of Ethics issued by the ICAI;

c) the concepts of test checks and materiality to obtain reasonable assurance based
on verification of evidence supporting the Restated Consolidated Financial
Information; and

d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation
to compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in
connection with the Offer.

4. The Restated Consolidated Financial Information have been compiled by the management
from:

a) the audited consolidated IND AS financial statements of the Group as at and for the
year ended March 31, 2023 prepared in accordance with Indian Accounting Standards
(referred to as “Ind AS”) as prescribed under Section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, as amended, and other
accounting principles generally accepted in India, and have been approved by the
Board of Directors at their meeting held on June 30, 2023.

b) the audited consolidated IND AS financial statements of the Group as at and for the
year ended March 31, 2022 prepared in accordance with Ind AS as prescribed under
Section 133 of the Act read with Companies (Indian Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India, and
have been approved by the Board of Directors at their meeting held on September
21, 2022.

c) The audited special purpose consolidated IND AS financial statements of the Group
as at and for the years ended March 31, 2021 prepared in accordance with Ind AS as
prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally
accepted in India, and have been approved by the Board of Directors at their meeting
held on September 21, 2022.

5. For the purpose of our examination, we have relied on:

a) Auditor’s report issued by us dated June 30, 2023 on the audited consolidated IND AS
financial statements of the Group as at and for the year ended March 31, 2023 (“2023
Audited Consolidated IND AS Financial Statements”), as referred in Para 4 (a) above.

b) Auditor’s report issued by us dated September 21, 2022 on the audited consolidated
IND AS financial statements of the Group as at and for the year ended March 31, 2022
(“2022 Audited Consolidated IND AS Financial Statements”), as referred in Para 4 (b)
above.

c) Auditor’s report issued by Kirtane & Pandit LLP (the “Chartered Accountant”) dated
September 21, 2022 on the special purpose audited consolidated IND AS financial

322
 statements of the Group as at and for the year ended March 31, 2021 (“2021 Audited
Consolidated IND AS Financial Statements”), as referred in Para 4(c) above.

d) The special purpose audit for year ended March 31, 2021 were conducted by the
Chartered Accountant as referred in paragraph 5 (c) above and accordingly reliance is
placed on the examination report dated July 24, 2023 on the restated Consolidated
statement of assets and liabilities as at March 31, 2021 and the restated Consolidated
statement of profit and loss (including other comprehensive income), restated
Consolidated statement of cash flows, restated Consolidated statement of changes in
equity, the statement of significant accounting policies and other explanatory
information for each of the year ended March 31, 2021 (“Restated Prior Period
Consolidated Financial Information”) issued by the Chartered Accountant. Our
examination report insofar as it relates to the said year is based solely on the
examination report submitted by the Chartered Accountant.

The Chartered Accountant vide their examination report have also confirmed that:

i) the Restated Prior Period Consolidated Financial Information have been prepared after
incorporating adjustments for the changes in accounting policies, any material errors
and regroupings/ reclassifications retrospectively in the financial year as at and for the
year ended March 31, 2021 to reflect the same accounting treatment as per the
accounting policies and grouping/classifications followed as at and for the year ended
March 31, 2023, as more fully described in Note 2.1 of Annexure 5 to the Restated
Consolidated Financial Information.

ii) there are no qualifications in the auditor’s reports issued on the 2021 Audited
Consolidated IND AS Financial Statements of the Group which require any adjustments
to the Restated Prior Period Consolidated Financial Information; and

iii) the Restated Prior Period Consolidated Financial Information has been prepared in
accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

6. The special purpose audit for three foreign subsidiaries for the years ended March 31,
2023 and March 31, 2022 (the “Components”) were conducted by the component auditor
and accordingly reliance is placed on the examination reports, the details of which is
tabulated below, on the restated statement of assets and liabilities of the Components
as at March 31, 2023 and March 31, 2022, the restated Statement of profit and loss
(including other comprehensive income), restated statement of cash flows, restated
statement of changes in equity, the statement of significant accounting policies and other
explanatory information for the years ended March 31, 2023 and March 31, 2022
(“Restated Financial Information of the Components”) examined by the Component
Auditor. Our examination report insofar as it relates to the said components for the years
ended March 31, 2023 and March 31, 2022 is based solely on the examination reports
submitted by the Component Auditor. The Component Auditor has vide its examination
reports also confirmed that the Restated Financial Information of the Components:

(i) have been prepared after incorporating adjustments for the changes in accounting
policies, any material errors and regroupings/ reclassifications to reflect the same
accounting treatment as per the accounting policies and grouping/classifications
followed as at and for the year ended March 31, 2023 by the Holding Company, as more
fully described in Note 2.1 of Annexure 5 to the Restated Consolidated Financial
Information;

323
 (ii) there are no qualifications in the auditor’s reports issued on the Special Purpose IND AS
Financial Statements of the Components as at for the years ended March 31, 2023 and
March 31, 2022 which require any adjustments to the Restated Financial Information of
the Components; and

(iii) Restated Financial Information of the Components have been prepared in accordance
with the Act, the SEBI ICDR Regulations and the Guidance Note.

Details of the Examination Reports on Components audited by the Component Auditor

No. Name of the Nature of Name of Date of

Component Relationship Component Auditor Examination
Report
1. Lumel Spółka Subsidiary BDO spółka z July 24,
Akcyjna, Poland ograniczoną 2023
(Along with its odpowiedzialnością
subsidiary Lumel sp.k.
Slask Spółka Z
Ograniczoną
Odpowiedzialnością
Poland)
2. Lumel Alucast Subsidiary BDO spółka z July 24,
Spółka Z ograniczoną 2023
Ograniczoną odpowiedzialnością
Odpowiedzialnością, sp.k.
Poland

7. Our audit report referred to in Para 5 (a) above included Other Matter paragraph as
follows:

We did not audit the financial information of eight subsidiaries, whose

financial information reflects total assets of Rs. 5,283.66 million as at March 31, 2023,
total revenues of Rs. 3,995.58 million and net cash inflow amounting to Rs. 182.11 million
for the year ended on that date, as considered in the consolidated financial
statements. This financial information have been audited by other auditors whose
reports have been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in
respect of these subsidiaries, is based solely on the reports of the other auditors.

The consolidated financial statements also include the Group’s share of net profit of Rs.
0.09 million for the year ended March 31, 2023, as considered in the consolidated
financial statements, in respect of one associate, whose financial information have not
been audited by us. This financial information is unaudited and have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of this associate, is
based solely on such unaudited financial information. In our opinion and according to the
information and explanations given to us by the Management,
8.
this financial information is not material to the Group.

Our opinion is not modified in respect of the above matters.

324
8. Our audit report referred to in Para 5 (b) above included Other Matter paragraph as
follows:

We did not audit the financial information of seven foreign subsidiaries, whose special
purpose financial information reflects total assets of Rs. 4,537.74 million as at March
31, 2022, total revenues of Rs. 3,374.49 million and net cash outflow amounting to Rs.
81.08 million for the year ended on that date, as considered in the consolidated financial
statements. This special purpose financial information have been audited by other
auditors whose reports have been furnished to us by the Management and our opinion on
the consolidated financial statements, in so far as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based solely on the reports of the
other auditors.

We did not audit the financial information of one subsidiary incorporated in India,
whose financial information reflect total assets of Rs. 21.91 million as at March 31, 2022,
total revenues of Rs. 16.49 million and net cash inflow amounting to Rs. 1.50 million for
the year ended on that date, as considered in the consolidated financial
statements. This financial information have been audited by another auditor whose
report have been furnished to us by the Management and our opinion on the consolidated
financial statements, in so far as it relates to the amounts and disclosures included in
respect of this subsidiary, and our report in terms of sub-section (3) of Section 143 of the
Act, in so far as it relates to the aforesaid subsidiary, is based solely on the report of the
other auditor.

The consolidated financial statements also include the Group’s share of net profit of Rs.
0.20 million for the year ended March 31, 2022, as considered in the consolidated
financial statements, in respect of one associate, whose financial information have not
been audited by us. This financial information is unaudited and have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of this associate, is
based solely on such unaudited financial information. In our opinion and according to the
information and explanations given to us by the Management,
this financial information is not material to the Group.

The comparative financial information of the Group for the year ended March
31, 2021 and the transition date opening balance sheet as at April 01, 2020 prepared in
accordance with Ind AS included in these consolidated financial statements have been
audited by the Chartered Accountant. The report of Chartered Accountant on the special
purpose financial information for the year ended March 31, 2021 and March 31,
2020 expressed an unmodified audit opinion dated September 21, 2022 & September 21,
2022, respectively.

Our opinion is not modified in respect of the above matters.

9. The Audit report on the 2021 Audited Consolidated IND AS Financial Statements issued by
Chartered Accountant referred to in Para 5 (c) above included Other Matter paragraph
which is reproduced below:

We did not audit the financial statements of eight subsidiaries of the Company as at and
for the financial year ended March 31, 2021, whose special purpose financial information
reflect total assets of Rs. 4,248.04 million as at March 31, 2021, total revenue of Rs.
2,793.55 million and net cash inflow amounting to Rs.186.47 million for the year ended
on that date, considered in the Special Purpose Audited Consolidated Financial
Statements for the year ended March 31, 2021. The financial statements of such eight
subsidiaries of the Company have been audited by other auditors, whose reports have

325
 been furnished to us by the Company's management and our opinion, in so far as it related
to the amounts and disclosures included in respect of these subsidiaries of the Company,
is based solely on the reports of the other auditors.

The consolidated financial statements also include the Group's share of net profit of Rs.
0.33 million for the year ended March 31, 2021, as considered in the consolidated
financial statements, in respect of one associate, whose financial information have not
been audited by us. This financial information is unaudited and have been furnished to
us by the Management and our opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included in respect of this associate, is
based solely on such unaudited financial information. In our opinion and according to the
information and explanations given to us by the Management, this financial information
is not material to the Group.

Our opinion is not modified in respect of the above matters.

10. Based on the above and according to the information and explanations given to us and
also as per the reliance placed on the examination reports submitted by the Chartered
Accountant and Component Auditor for the respective years and Components as stated
above we report that the:

i) Restated Consolidated Financial Information have been prepared after

incorporating adjustments for the changes in accounting policies, any material
errors and regroupings/ reclassifications retrospectively in the financial years as
at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021,
to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the year ended March 31, 2023,
as more fully described in Note 2.1 of Annexure 5 to the Restated Consolidated
Financial Information;

ii) there are no qualifications in the auditor’s, Chartered Accountant’s and

Component Auditor’s reports for the respective years as stated above which
require any adjustments to the Restated Consolidated Financial Information.

iii) Restated Consolidated Financial Information have been prepared in accordance

with the Act, the SEBI ICDR Regulations and the Guidance Note.

11. The Restated Consolidated Financial Information do not reflect the effects of events that
occurred subsequent to the respective dates of the reports on the audited consolidated
financial statements of the Group mentioned in paragraph 5 above.

12. This report should not in any way be construed as a reissuance or re-dating of any of the
previous auditor’s reports issued by us or by the Chartered Accountant or by the
Component Auditor, nor should this report be construed as a new opinion on any of the
financial statements referred to herein.

13. We have no responsibility to update our report for events and circumstances occurring
after the date of this report.

14. Our report is intended solely for use of the Board of Directors and for inclusion in the
RHP and Prospectus to be filed with the SEBI, BSE, NSE and RoC, in connection with the
proposed Offer. Our report should not be used, referred to or distributed for any other
purpose without prior consent in writing. Accordingly, we do not accept or assume any
liability or any duty of care towards any other person relying on this examination report
without our prior written consent in writing.

326
For M S K A & Associates
Chartered Accountants
Firm Registration Number: 105047W

Nitin Manohar Jumani

Partner
Membership No. 111700
UDIN: 23111700BGWHYS3993

Place: Pune
Date: July 24, 2023

327
Rishabh Instruments Limited
(Formerly known as Rishabh Instruments Private Limited)

Annexure I : Restated consolidated statement of assets and liabilities

(Amount in Rupees million except per share data and unless otherwise stated)

Annexure 6 As at As at As at
(Note No.) 31 March 2023 31 March 2022 31 March 2021
ASSETS
Non-current assets
Property, Plant and Equipment 5 1,925.97 1,943.54 1,980.76
Capital work-in-progress 6 76.15 51.34 20.69
Goodwill 8 213.42 210.57 211.62
Other intangible assets 7 52.71 42.02 51.19
Financial assets
Investments 9 2.15 2.08 1.88
Other financial assets 10 6.79 34.62 23.08
Deferred Tax Asset 36 21.19 17.32 15.45
Other non-current assets 11 93.20 12.11 16.26
Total non-current assets 2,391.58 2,313.60 2,320.93

Current assets
Inventories 12 1,535.06 1,284.17 794.14
Financial assets
Trade receivables 13 1,209.04 799.79 683.15
Cash and cash equivalents 14 665.65 462.41 543.25
Bank balances other than cash and cash equivalents 15 394.87 588.88 635.96
Other financial assets 16 21.47 24.11 24.99
Current tax assets (net) 17 8.70 4.95 1.28
Other current assets 18 262.91 161.01 116.00
Total current assets 4,097.70 3,325.32 2,798.77
Total assets 6,489.28 5,638.92 5,119.70

EQUITY AND LIABILITIES

Equity
Equity share capital 19(A) & 19(B) 292.50 146.25 146.25
Instruments entirely equity in nature 19(C) 108.18 108.18 108.18
Other equity 20 3,609.63 3,150.45 2,738.17
Equity attributable to equity holders of parent 4,010.31 3,404.88 2,992.60

Non-Controlling Interest 77.17 56.10 28.65

Total equity 4,087.48 3,460.98 3,021.25

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 258.35 336.18 454.80
Lease Liabilities 40 6.17 0.59 68.48
Deferred tax liabilities (net) 36 49.71 61.76 53.62
Provisions 22 81.84 70.79 71.75
Total non-current liabilities 396.07 469.32 648.65

Current liabilities
Financial liabilities
Borrowings 23 770.19 629.51 464.72
Lease Liabilities 40 23.96 66.92 71.31
Trade payables 24
i)total outstanding dues of micro enterprises and small enterprises 53.90 39.09 10.16
ii)total outstanding dues of creditors other than micro
639.18 611.30
enterprise and small enterprise 774.62
Other financial liabilities 25 105.58 143.58 112.99
Other current liabilities 26 216.92 144.88 110.82
Provisions 22 60.56 44.33 49.41
Current tax liabilities (net) 27 - 1.13 19.09

Total current liabilities 2,005.73 1,708.62 1,449.80

Total liabilities 2,401.80 2,177.94 2,098.45

Total equity and liabilities 6,489.28 5,638.92 5,119.70

See accompanying notes to the restated consolidated financial

1-64
information

The accompanying notes are an integral part of the restated consolidated financial information.

As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors
Chartered Accountants Rishabh Instruments Limited
Firm Registration Number: 105047W CIN: U31100MH1982PLC028406

Nitin Manohar Jumani Narendra Goliya Vishal Kulkarni P.K.Ramakrishnan Ajinkya Joglekar
Partner Chairman and Managing Director Chief Financial Officer Non-Executive Director Company Secretary
Membership No: 111700 DIN: 00315870 DIN: 00304272 Membership No: A57272

Place: Pune Place: Nashik Place: Nashik Place: Nashik Place: Nashik
Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023

328
Rishabh Instruments Limited
(Formerly known as Rishabh Instruments Private Limited)

Annexure 2: Restated consolidated statement of profit and loss

(Amount in Rupees million except per share data and unless otherwise stated)

Annexure 6 Year ended Year ended Year ended

Particulars
(Note No) 31 March 2023 31 March 2022 31 March 2021
Income
Revenue from operations 28 5,695.40 4,702.50 3,899.56
Other income 29 102.41 96.65 125.36
Total income 5,797.81 4,799.15 4,024.92

Expenses
Cost of material consumed 30 2,350.16 2,010.80 1,488.66
Purchase of Stock-in-trade 259.25 128.70 # 62.78
Changes in inventories of finished goods, stock-in-trade and work-in-progress 31 (46.17) (167.56) 10.95
Employee benefits expense 32 1,451.24 1,257.48 1,149.20
Finance costs 33 51.50 34.31 31.71
Depreciation and amortization expense 34 204.60 199.80 210.87
Other expenses 35 920.17 743.41 613.12
Total expenses 5,190.75 4,206.94 3,567.29

Profit for the year before share of profit of an associate and tax 607.06 592.21 457.63
Share of profit of an associate 0.09 0.20 0.33
Profit before tax 607.15 592.41 457.96

Tax expense
Current tax expense 36 (125.30) (117.64) (102.09)
Adjustment for earlier years 36 - 28.21 -
Deferred tax 36 15.02 (6.46) 3.53
Total income tax expense (110.28) (95.89) (98.56)

Profit for the year 496.87 496.52 359.40

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 82.09 (35.38) 24.06
82.09 (35.38) # 24.06
Items that will not be reclassified to profit or loss
Remeasurement of net defined benefit liability (11.27) 0.88 (1.55)
Income tax effect on these items 1.75 (0.23) 0.08
(9.52) 0.65 (1.47)

Other comprehensive income/(loss) for the year, net of tax 72.57 (34.73) 22.59

Total comprehensive income for the year 569.44 461.79 381.99

Profit for the year attributable to:

Equity holders of the parent 468.17 470.64 347.29
Non-controlling interests 28.70 25.88 12.11

Other comprehensive income/(loss) for the year attributable to:

Equity holders of the parent 71.35 (36.30) 20.54
Non-controlling interests 1.22 1.57 2.05

Total comprehensive income for the year attributable to:

Equity holders of the parent 539.53 434.34 367.83
Non-controlling interests 29.92 27.45 14.16

Earnings per share after bonus issue (Face value per share of Rs 10 each)
Basic earnings per share (INR) 37 12.84 12.91 9.32
Diluted earnings per share (INR) 37 12.76 12.89 9.32

See accompanying notes to the restated consolidated financial

1-64
information

The accompanying notes are an integral part of the restated consolidated financial information.

As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Rishabh Instruments Limited
Firm Registration Number: 105047W CIN: U31100MH1982PLC028406

Nitin Manohar Jumani Narendra Goliya Vishal Kulkarni P.K.Ramakrishnan Ajinkya Joglekar
Partner Chairman and Managing Director Chief Financial Non-Executive Director Company Secretary
Membership No: 111700 DIN: 00315870 Officer DIN: 00304272 Membership No: A57272

Place: Pune Place: Nashik Place: Nashik Place: Nashik Place: Nashik
Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date:
Date: 24.07.2023

329
Rishabh Instruments Limited
(Formerly known as Rishabh Instruments Private Limited)

Annexure 3: Restated consolidated statement of cash flow

(Amount in Rupees million except per share data and unless otherwise stated)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
Cash flow from operating activities
Profit before tax 607.15 592.41 457.96
Adjustments for:
Depreciation and amortization expenses 204.61 199.80 210.87
Share based payment expense 79.85 - 0.27
Finance cost 51.50 34.31 31.71
Interest income (41.09) (29.43) (43.47)
Liabilities written back (3.34) (2.60) -
Loss/ (Gain) on sale of fixed assets (2.59) 0.50 0.02
Provision / (Reversal of excess provision) for bad and doubtful
(3.47) (35.56) (2.64)
debts
Share of Profit of an associate (0.06) (0.20) (0.33)
Operating profit before working capital changes 892.56 759.23 654.39

Changes in working capital

Increase/ (Decrease) in trade payables 153.59 59.41 103.55
Decrease/ (increase) in inventories (250.89) (490.03) (60.46)
Decrease/ (increase) in trade receivables (405.79) (81.08) (68.78)
Decrease/ (increase) in loans - - 39.45
(Decrease)/ increase in other current liabilities 71.96 34.07 10.00
Increase / (Decrease) in provisions 27.28 (6.04) 14.81
Increase/ (Decrease) in other financial liabilities (8.64) 9.67 (109.16)
Decrease/ (increase) in other financial assets (0.48) 2.57 (2.53)
Decrease/(increase) in other assets (71.64) (43.91) 18.88
Cash generated from operations 407.95 243.89 600.15
Income tax paid (132.87) (111.07) (70.81)
Net inflow cash flow from operating activities (A) 275.08 132.82 529.34

Cash flow from Investing activities

Purchase of property, plant and equipment and intangible assets (302.56) (158.46) (354.03)
Acquisition of Non controlling interest/controlling interest in subsidiary (4.63) (14.08) -
Proceeds from sale/ disposal of fixed assets 13.99 1.65 0.23
Net proceeds from /(Investment in) fixed deposits 222.38 33.72 94.91
Interest received 43.68 29.57 50.50
Net cash flow used in investing activities (B) (27.16) (107.60) (208.39)

Cash flow from Financing activities

Payout on buyback of compulsary convertible preference shares(including taxes) - (205.81)
Dividend Paid (8.84) (10.73) (8.79)
Proceeds from borrowings 62.85 46.18 101.66
Interest paid (49.17) (31.52) (27.77)
Payment of lease liabilities (49.84) (74.61) (89.49)
Net cash flow used in financing activities (C) (45.00) (70.68) (230.20)

Net increase/(decrease) in cash and cash equivalents (A+B+C) 202.92 (45.46) 90.75
Cash and cash equivalents at the beginning of the year 462.41 543.25 428.44
Net foreign exchange difference 0.32 (35.38) 24.06
Cash and cash equivalents at the end of the year 665.65 462.41 543.25

Cash and cash equivalents comprise (Refer note 14)

Balances with banks
On current, EEFC & Social Fund accounts 266.17 234.99 453.27
Fixed deposits with maturity of less than 3 months 398.89 227.42 89.48
Cash on hand 0.59 0.00 0.50

Total cash and bank balances at end of the year 665.65 462.41 543.25

See accompanying notes to the restated consolidated financial

information 1-64

The accompanying notes are an integral part of the financial information.

As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors
Chartered Accountants Rishabh Instruments Limited
Firm Registration No.:105047W CIN: U31100MH1982PLC028406

Nitin Manohar Jumani Narendra Goliya P.K.Ramakrishnan Ajinkya Joglekar

Non-Executive
Chairman and Company Secretary
Director
Partner Managing Director
Membership No: 111700 DIN: 00315870 DIN: 00304272 Membership No: A57272

Place: Pune Place: Nashik Place: Nashik Place: Nashik

Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023

Vishal Kulkarni
Chief Financial Officer

Place: Nashik
Date: 24.07.2023

330
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 4: Restated consolidated statement of changes in equity

(Amount in Rupees million except per share data and unless otherwise stated)

(A) Equity share capital

(i) Ordinary Equity Shares

For the year ended 31 March 2023 31 March 2023

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2022 1,46,25,100 146.25
Changes during the period 1,46,25,300 146.25
Balance as at 31 March 31, 2023 2,92,50,400 292.50

For the year ended 31 March 2022 31 March 2022

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2021 1,46,25,100 146.25
Changes during the year - -
Balance as at 31 March 2022 1,46,25,100 146.25

For the year ended 31 March 2021 31 March 2021

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2020 1,46,25,100 146.25
Changes during the year - -
Balance as at 31 March 2021 1,46,25,100 146.25

(ii) Class A Equity Shares*

For the year ended 31 March 2023 31 March 2023

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2022 100 0.00
Changes during the period -100 (0.00)
Balance as at 31 March 2023 - -

For the year ended 31 March 2022 31 March 2022

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2021 100 0.00
Changes during the year - -
Balance as at 31 March 2022 100 0.00

For the year ended 31 March 2021 31 March 2021

Equity shares of INR 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2020 100 0.00
Changes during the year - -
Balance as at 31 March 2021 100 0.00

* The Class A Equity Shares are converted and reclassed to Ordinary Equity Shares of face value of Rs. 10 each on September 08, 2022

331
(B) Instruments entirely equity in nature.

For the year ended 31 March 2023 31 March 2023

Compulsorily Convertible Preference shares of INR 30 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2022 36,06,110 108.18
Changes during the year - -
Balance as at 31 March 2023 36,06,110 108.18

For the year ended 31 March 2022 31 March 2022

Compulsorily Convertible Preference shares of INR 30 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2021 36,06,110 108.18
Changes during the year - -
Balance as at 31 March 2022 36,06,110 108.18

For the year ended 31 March 2021 31 March 2021

Compulsorily Convertible Preference shares of INR 30 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2020 43,07,669 129.23
Changes during the year (7,01,559) (21.05)
Balance as at 31 March 2021 36,06,110 108.18

(C) Other equity

For the period ended 31 March 2023
Other Equity Other Reserve Other Comprehensive Income
Foreign
Capital Remeasurement of Non-Controlling
Particulars Securities Surplus in Statement General currency Total
Redemption ESOP Reserve Capital Reserve net defined benefit Interest
Premium of Profit & Loss Reserve translation
Reserve liability
reserve
Balance as at April 2022 436.96 24.33 2,504.12 11.82 175.56 14.69 (12.35) (4.68) 56.10 3,206.55
Profit for the period - - 468.17 - - 82.09 - 28.70 578.96
Other comprehensive income - - - - - (1.22) (9.52) 1.22 (9.52)
Total Comprehensive Income - - 468.17 - - 80.87 (9.52) 29.92 569.44
Transactions with owners in their capacity as owners: - - - - - - - -
Transfer from profit & loss to general reserve - - (4.67) - 4.67 - - - - -
Bonus issue of shares during the period (146.25) - - - - - - - - (146.25)
Others - - (9.33) - - - - - - (9.33)
Dividend distribted - - - - - - - - (8.85) (8.85)
Transfer on acquision of NCI (4.61) - - - - - (4.61)
ESOP expense during the year - - 79.85 - - - - - 79.85
Balance as at 31 March 2023 290.71 24.33 2,953.68 91.67 180.23 14.69 68.52 (14.20) 77.17 3,686.80

332
For the year ended 31 March 2022
Other Equity Other Reserve Other Comprehensive Income
Foreign
Capital Remeasurement of Non-Controlling
Particulars Securities Surplus in Statement General currency Total
Redemption ESOP Reserve Capital Reserve net defined benefit Interest
Premium of Profit & Loss Reserve translation
Reserve liability
reserve
Balance as at 1 April 2021 436.96 24.33 2,058.10 11.82 172.99 14.69 24.61 (5.33) 28.65 2,766.82
Profit for the year - - 470.64 - - (36.96) - 25.88 459.56
Other comprehensive income - - - - - 0.65 1.57 2.22
Total Comprehensive Income - - 470.64 - - (36.96) 0.65 27.45 461.78
Transactions with owners in their capacity as owners:
- - - - - - - -
Distribution of dividend - - (10.73) - - - - - - (10.73)
Transfer from profit & loss to general reserve - - - - 2.57 - - - - 2.57
Transfer To general reserve from profit & loss. - - (2.57) - - - - - - (2.57)
Transfer on Acquisition of NCI - - (11.32) - - - - - - (11.32)
Balance as at 31 March 2022 436.96 24.33 2,504.12 11.82 175.56 14.69 (12.35) (4.68) 56.10 3,206.55

For the year ended 31 March 2021

Total
Other Equity Other Reserve Other Comprehensive Income

Securities Capital Foreign Remeasurement of Non-Controlling

Particulars
Premium Redemption Surplus in Statement General currency net defined benefit Interest
Reserve ESOP Reserve Capital Reserve liability
of Profit & Loss Reserve translation
reserve
Balance as at 1 April 2020 621.73 3.28 1,722.61 11.55 191.03 14.69 2.60 (3.86) 14.49 2,578.12
Profit for the year - - 347.29 - - - - 12.11 359.40
Other comprehensive income - - - - - - 22.01 (1.47) 2.05 22.59
Total Comprehensive Income - - 347.29 - - - 22.01 (1.47) 14.16 381.99
Transactions with owners in their capacity as owners:

Distribution of dividend - - (8.79) - - - - - - (8.79)

Buyback of Shares (168.96) - - - - - - - - (168.96)
Tax on Buy Back (15.81) - - - - - - - - (15.81)
Transfer from general reserve on account of buy back - - - - (21.05) - - - - (21.05)
Transfer to capital redemption Reserve on account of buy back - 21.05 - - - - - - - 21.05
Transfer from profit & loss to general reserve - - - - 3.01 - - - - 3.01
Transfer To general reserve from profit & loss. - - (3.01) - - - - - - (3.01)
ESOP expenditure during the year - - - 0.27 - - - - - 0.27
Balance as at 31 March 2021 436.96 24.33 2,058.10 11.82 172.99 14.69 24.61 (5.33) 28.65 2,766.82

333
See accompanying notes to the restated consolidated financial
1-64
information

The accompanying notes are an integral part of the financial statements.

As per our report of even date For and on behalf of the Board of Directors of
For M S K A & Associates Rishabh Instruments Limited
Chartered Accountants CIN: U31100MH1982PLC028406
Firm Registration Number: 105047W

Nitin Manohar Jumani Narendra Goliya P.K.Ramakrishnan Ajinkya Joglekar

Partner Chairman and Managing Director Non-Executive Director Company Secretary
Membership No: 111700 DIN: 00315870 DIN: 00304272 Membership No: A57272

Place: Pune Place: Nashik Place: Nashik Place: Nashik

Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023

Vishal Kulkarni
Chief Financial Officer

Place: Nashik
Date: 24.07.2023

334
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 5 : Summary of Significant accounting policies and other explanatory information

(Amount in Rupees million except per share data and unless otherwise stated)

1 General Information
The Restated consolidated financial statements comprise financial statements of Rishabh Instruments Limited (the "Company") (formerly, known as Rishabh Instruments
Private Limited), its subsidiaries and associate (collectively, the Group). Company is domiciled in India and incorporated under the provisions of the Companies Act,
1956 (“the Act”). The CIN of the Company is U31100MH1982PLC028406 and its registered office is A-54, MIDC, Opp MIDC Bus Depot, Andheri (East), Mumbai 400093.

The Company was converted to a public limited Company with effect from September 22, 2022.

The Group is engaged in the designing, development and manufacturing of test and measuring instruments and industrial control products. The Group caters to both
domestic and international markets.

2 Significant accounting policies

Significant accounting policies adopted by the group are as under:

2.1 Basis of Preparation

(a) Statement of Compliance and Basis of Preparation

The Restated Consolidated Financial Information comprise of the Restated Consolidated Statement of Assets and Liabilities as at 31 March 2023, 31 March 2022
and 31 March 2021, Restated Consolidated Statement of Profit and Loss (including other comprehensive income), Restated Consolidated Statement of Cash Flows
and Restated Consolidated Statement of Changes in Equity for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 and the Summary Statement of
Significant Accounting Policies and other explanatory information (hereinafter referred to as ‘Restated Consolidated Financial Information’).

The Restated Consolidated Financial Information has been approved by the Board of Directors of Rishabh Instruments Limited ('the Holding Company') at their
meeting held on July 24, 2023 and has been specifically prepared for inclusion in the red herring prospectus & prospectus to be filed by the Holding Company
with the Securities and Exchange Board of India (‘SEBI’), BSE Limited, National Stock Exchange of India Limited and Registrar of Companies, Maharashtra at
Mumbai in connection with the proposed Initial Public Offer of equity shares (‘IPO’) of the Holding Company (referred to as the ‘Issue’). The Restated
Consolidated Financial Information has been prepared by the management of the Holding Company to comply in all material respects with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the ‘Act’) as amended from time to time;
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to date (‘SEBI ICDR Regulations’);
and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from
time to time (the “Guidance Note”).

The Restated Consolidated Financial Information has been compiled by the management of the Holding Company from the:

1. Audited consolidated IND AS financial statements of the Group as at and for the years ended 31 March 2023 prepared in accordance with the Indian
Accounting Standards (referred to as ‘Ind AS’) as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on June 30,
2023.

2. Audited consolidated IND AS financial statements of the Group as at and for the years ended 31 March 2022 prepared in accordance with the Indian
Accounting Standards (referred to as ‘Ind AS’) as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as
amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on 26
September 2022.

3. Audited special purpose IND AS consolidated financial statment of the Group as at and for the years ended 31 March 2021 prepared in accordance with the
Indian Accounting Standards (referred to as ‘Ind AS’) as prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015,
as amended, and other accounting principles generally accepted in India, which have been approved by the Board of Directors at their meeting held on
September 21, 2022.

The accounting policies have been consistently applied by the Holding Company in preparation of the Restated Consolidated Financial Information and are
consistent with those adopted in the preparation of consolidated financial statements for the year ended 31 March 2023. This Restated Consolidated Financial
Information do not reflect the effects of events that occurred subsequent to the respective dates of the board meeting held for the approval of the consolidated
financial statements as at and for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 as mentioned above.

The Restated Consolidated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set out below in
accordance with the SEBI ICDR Regulations:

a) Adjustments to the profits or losses of the earlier years and of the year in which the change in the accounting policy has taken place is recomputed to reflect
what the profits or losses of those years would have been if a uniform accounting policy was followed in each of these years, if any;

b) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring them in line with the groupings as per
the consolidated financial Statement of the Group for the year ended 31 March 2023 and the requirements of the SEBI ICDR Regulations, if any; and

c) The resultant impact of tax due to the aforesaid adjustments, if any.

All amounts included in the Restated Consolidated Financial Information are reported in Indian Rupees (INR) which is also the Group’s functional currency, and
all the values are in million (INR 000,000) upto 2 decimals, except otherwise indicated.

The Restated Consolidated Financial Information have been prepared under the historical cost convention with the exception of certain financial assets and
liabilities and share based payments which have been measured at fair value, on an accrual basis of accounting.

335
(b) Basis of measurement
The Restated consolidated financial statements have been prepared on a historical cost convention on accrual basis, except for the following material items that
have been measured at fair value as required by relevant Ind AS:-
i) Certain financial assets and liabilities measured at fair value (refer accounting policy on financial instruments)
ii) Share based payment transactions

All assets and liabilities have been classified as current or non-current as per the group’s operating cycle and other criteria set out in the Schedule III to the
Companies Act, 2013. Based on the nature of services and the time between the rendering of service and their realization in cash and cash equivalents, the
group has ascertained its operating cycle as twelve months for the purpose of current and noncurrent classification of assets and liabilities.

(c) Use of estimates

The preparation of Restated consolidated financial statements in conformity with Ind AS requires the Management to make estimate and assumptions that affect
the reported amount of assets and liabilities as at the Balance Sheet date, reported amount of revenue and expenses for the year and disclosures of contingent
liabilities as at the Balance Sheet date. The estimates and assumptions used in the accompanying consolidated financial statements are based upon the
Management's evaluation of the relevant facts and circumstances as at the date of the Restated consolidated financial statements. Actual results could differ
from these estimates. Estimates and underlying assumptions are reviewed on a periodic basis. Revisions to accounting estimates, if any, are recognized in the
year in which the estimates are revised and in any future years affected. Refer Note 3 for detailed discussion on estimates and judgments.

2.2 Basis of consolidation

The Restated consolidated financial statements comprise the financial statements of the group

(i) Subsidiaries
Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those
returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:
- Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)
- Exposure, or rights, to variable returns from its involvement with the investee, and
- The ability to use its power over the investee to affect its returns
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of
the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:
- The contractual arrangement with the other vote holders of the investee
- Rights arising from other contractual arrangements
- The Group’s voting rights and potential voting rights
- The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of
control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the
date the Group gains control until the date the Group ceases to control the subsidiary. Consolidated financial statements are prepared using uniform accounting
policies for like transactions and other events in similar circumstances. If a member of the Group uses accounting policies other than those adopted in the
consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that Group member’s financial
statements in preparing the consolidated financial statements to ensure conformity with the Group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent group, i.e., year ended
on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary prepares, for consolidation purposes,
additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of
the subsidiary, unless it is impracticable to do so.

The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and
expenses. Intergroup transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated
unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the group.
Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated balance sheet, consolidated statement of profit and
loss, consolidated statement of changes in equity and balance sheet respectively.

(ii) Associates
Associates are all entities over which the group has significant influence but not control or joint control. This is generally the case where the group holds
between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting (see (iii) below), after initially
being recognised at cost. The financial information of the associate has been prepared for the year ended December 31 and the same has been considered for
preperation of consolidated financial statement.

(iii) Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group’s share of the post-
acquisition profits or losses of the investee in profit and loss, and the group’s share of other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.

Where the group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term
receivables, the group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the group and its associates are eliminated to the extent of the group’s interest in these entities. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been
changed where necessary to ensure consistency with the policies adopted by the group.

The carrying amount of equity accounted investments are tested for impairment.

336
(iv) Changes in ownership interests

The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in
ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in
the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within
equity, Note 20.

When the group ceases to consolidate or equity account for an investment because of a loss of control or significant influence, any retained interest in the
entity is remeasured to its fair value with the change in carrying amount recognised in profit or loss. This fair value becomes the initial carrying amount for the
purposes of subsequently accounting for the retained interest as an associate or financial asset. In addition, any amounts previously recognised in other
comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that
amounts previously recognised in other comprehensive income are reclassified to profit or loss.

If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of the amounts previously recognised in other
comprehensive income are reclassified to profit or loss where appropriate.

2.3 Property, plant and equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition
of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during the year in which
they are incurred.

Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-
current assets and the cost of assets not put to use before such date are disclosed under ‘Capital work-in-progress’.

Transition to Ind AS
On transition to Ind AS, the group has elected to continue with the carrying value of all of its property, plant and equipment recognized as at 1 April 2020
measured as per the Indian GAAP and use that carrying value as the deemed cost of the property, plant and equipment.

Depreciation methods, estimated useful lives

The group depreciates property, plant and equipment over their estimated useful lives using the straight line method. The estimated useful lives of assets are as
follows:

Property, plant and equipment Useful Life

Leasehold improvement* Lease period
Buildings 28 years
Plant & Machinery 10-20 years
Moulds 6 years
Motor Vehicle 10 years
Furniture and Fixtures 15 years
Office Equipment 6-20 years
Computers:
-Servers 6 years
-End user devices such as, desktops, laptops etc. 3 years
* Leasehold improvements are amortized over the lease period, which corresponds with the useful lives of the assets.

Based on the technical experts assessment of useful life, certain items of property plant and equipment are being depreciated over useful lives different from
the prescribed useful lives under Schedule II to the Companies Act, 2013. Management believes that such estimated useful lives are realistic and reflect fair
approximation of the period over which the assets are likely to be used.

Depreciation on addition to property plant and equipment is provided on pro-rata basis from the date of acquisition. Depreciation on sale/deduction from
property plant and equipment is provided up to the date preceding the date of sale, deduction as the case may be. Gains and losses on disposals are determined
by comparing proceeds with carrying amount. These are included in Statement of Profit and Loss under 'Other Income'.

Depreciation methods, useful lives and residual values are reviewed periodically at each financial year end and adjusted prospectively, as appropriate.

2.4 Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is
carried at cost less accumulated impairment losses. Goodwill is tested for impairment on annual basis.

2.5 Other Intangible Assets

Intangible assets are stated at acquisition cost, net of accumulated amortization.

Transition to Ind AS
On transition to Ind AS, the group has elected to continue with the carrying value of all of its intangible assets recognised as at 1 April 2020 measured as per the
Indian GAAP and use that carrying value as the deemed cost of the intangible assets.

337
 The group amortized intangible assets over their estimated useful lives using the straight line method. The estimated useful lives of intangible assets are as
follows:

Intangible assets Uesful Life

Technical knowhow 10 years
Software (Others) 3 years
Software (SAP) 10 years

Intangible assets with finite lives are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization
period and the amortization method for an intangible asset with a finite useful life are reviewed at least at each financial year end.

2.6 Foreign Currency Transactions

(a) Functional and presentation currency
Items included in the restated consolidated financial statements are measured using the currency of the primary economic environment in which the entity
operates (‘the functional currency’). The consolidated financial information are presented in Indian rupee (INR), which is also the parent company’s functional
and presentation currency.

(b) Transactions and balances

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount the exchange rate between the functional
currency and the foreign currency at the date of the transaction. Gains/Losses arising out of fluctuation in foreign exchange rate between the transaction date
and settlement date are recognised in the Statement of Profit and Loss.

All monetary assets and liabilities in foreign currencies are restated at the year end at the exchange rate prevailing at the year end and the exchange
differences are recognised in the Statement of Profit and Loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial
transactions.

(c) Group companies

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency
different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of that balance sheet
• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing
on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and
• All resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, and of borrowings and other financial instruments
designated as hedges of such investments, are recognised in other comprehensive income. When a foreign operation is sold, the associated exchange differences
are reclassified to profit or loss, as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated
at the closing rate.

2.7 Fair value measurement

The group measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
► In the principal market for the asset or liability, or
► In the absence of a principal market, in the most advantageous market for the asset or liability accessible to the group.

The group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the
use of relevant observable inputs and minimizing the use of unobservable inputs. The group's management determines the policies and procedures for fair value
measurement such as derivative instrument.

All assets and liabilities for which fair value is measured or disclosed in the Restated consolidated financial statements are categorized within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
► Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
► Level 2 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
► Level 3 — Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

2.8 Revenue Recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled in exchange for those goods or services. The Group has generally concluded that it is the principal in its
revenue arrangements because it typically controls the goods or services before transferring them to the customer.

Sale of goods

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of
the goods. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of
returns and allowances, trade discounts and volume rebates, value added taxes, goods and service tax (GST) and amounts collected on behalf of third parties.

338
 Rendering of services
The group primarily earns revenue from service income. Revenue from service income is recognised over the period as and when the services are rendered.

Revenue is recognised when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific
criteria have been met as described below.

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of indirect taxes, trade allowances,
rebates and amounts collected on behalf of third parties and is not recognised in instances where there is uncertainty with regard to ultimate collection. In such
cases revenue is recognised on reasonable certainty of collection.

In respect of above, the amounts received in advance are reflected in the Balance sheet under "Other Current and Non-current Liabilities" as "Revenue received
in advance".

Other Income
Interest Income is recognised on a basis of effective interest method as set out in Ind AS 109, Financial Instruments, and where no significant uncertainty as to
measurability or collectability exists.

2.9 Taxes
Tax expense for the year, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the year.

(a) Current income tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used
to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generates
taxable income.

(b) Deferred tax

Deferred tax is provided in full, using the balance sheet approach, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in consolidated financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss). Deferred tax is
determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the year and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be
available to utilize those temporary differences and losses.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities

The Group offsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax
liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Current and deferred tax is recognized in Statement of Profit and Loss, except to the extent that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.11 Leases
The group as a lessee
As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred
substantially all of the risks and rewards of ownership. Under IND AS 116, the Group recognizes right-of-use assets and lease liabilities for
most leases.
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

• Leases of low value assets; and

• Leases with a duration of 12 months or less

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the entities incremental borrowing
rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on
an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the
lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonable certain to assess option;
• any penalties payable for terminating the lease, if the term of the lease has been estimated
on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and
• the amount of any provision recognised where the Group is contractually required to dismantle, remove or restore the leased asset

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are
reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the
remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

339
 When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the payments to
make over the revised term, which are discounted at the same discount rate that applied on lease commencement. The carrying value of lease
liabilities is similarly revised when the variable element of future lease payments dependent on a rate or index is revised. In both cases an
equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining
(revised) lease term.

The group as a Lessor

Leases for which the group is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards
of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases

2.12 Inventories
Inventories are valued at the lower of cost and net realisable value.
Costs incurred in bringing each product to its present location and condition are accounted for as follows:
Raw materials, packaging materials and stores and spare parts are valued at lower of cost and net realizable value. Cost includes purchase price, (excluding
those subsequently recoverable by the group from the concerned revenue authorities), freight inwards and other expenditure incurred in bringing such
inventories to their present location and condition. In determining the cost, weighted average cost method is used.

Work in progress, manufactured finished goods and traded goods are valued at the lower of cost and net realisable value. Cost of work in progress and
manufactured finished goods is determined on the weighted average basis and comprises direct material, cost of conversion and other costs incurred in bringing
these inventories to their present location and condition. Cost of traded goods is determined on a weighted average basis.
Provision of obsolescence on inventories is considered on the basis of management’s estimate based on demand and market of the inventories.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to
make the sale.
The comparison of cost and net realizable value is made on item by item basis.

2.13 Impairment of non-financial assets

The group assesses at each year end whether there is any objective evidence that a non financial asset or a group of non financial assets is impaired. If any such
indication exists, the group estimates the asset's recoverable amount and the amount of impairment loss.

An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount. Losses are recognized in Statement of Profit
and Loss and reflected in an allowance account. When the group considers that there are no realistic prospects of recovery of the asset, the relevant amounts
are written off. If the amount of impairment loss subsequently decreases and the decrease can be related objectively to an event occurring after the
impairment was recognised, then the previously recognised impairment loss is reversed through Statement of Profit and Loss.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash in flows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).

2.14 Provisions and contingent liabilities

Groups are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable that an
outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation. When the company expects some or all of a Group to be reimbursed, the reimbursement is recognised as a separate asset, but
only when the reimbursement is virtually certain. The expense relating to a Group is presented in the statement of profit and loss net of any
reimbursement.

If the effect of the time value of money is material, Groups are discounted using a current pre-tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the increase in the Group due to the passage of time is recognised as a finance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence
or non occurrence of one or more uncertain future events not wholly within the control of the group or a present obligation that arises from past events where it
is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.

2.15 Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits net of bank overdraft with an original maturity of
three months or less, which are subject to an insignificant risk of changes in value.

For the purposes of the cash flow statement, cash and cash equivalents include cash on hand, cash in banks and short-term deposits net of bank overdraft.

2.16 Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(a) Financial assets

(i) Initial recognition and measurement
At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs
that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are
expensed in profit or loss.

(ii) Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:
a) at amortized cost; or
b) at fair value through other comprehensive income; or
c) at fair value through profit or loss.
The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

340
(iii) Debt instruments at amortised cost
A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal
amount outstanding.

This category is the most relevant to the company. After initial measurement, such financial assets are subsequently measured at amortised cost
usingor
fees the effective
costs interest
that are rate (EIR)
an integral part method. Amortised
of the EIR. cost is calculated
The EIR amortisation by taking
is included into account
in finance incomeany
in discount
the profitororpremium
loss. Theon acquisition
losses arising and
from
impairment are recognised in the profit or loss. This category generally applies to loans. trade receivables and other financial assets.

(iv) Debt instrument at FVTPL

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost
or as FVTOCI, is classified as at FVTPL.

In addition, the company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL.
However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting
mismatch’).

Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

(v) Equity instrument

All equity instruments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at
FVTPL. For all other equity instruments, the company may make an irrevocable election to present in other comprehensive income subsequent
changes in the fair value. The company makes such election on an instrument by- instrument basis. The classification is made on initial
recognition and is irrevocable.

If the company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are
recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the company may transfer
the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

(vi) Impairment of financial assets

In accordance with Ind AS 109, Financial Instruments, the Company applies expected credit loss (ECL) model for measurement and recognition of impairment
loss on financial assets that are measured at amortized cost and FVOCI.

For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether there has been a significant increase in the
credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has
increased significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that there is no longer a significant increase
in credit risk since initial recognition, then the entity reverts to recognizing impairment loss allowance based on 12 month ECL.

Life time ECLs are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12 month ECL is a
portion of the lifetime ECL which results from default events that are possible within 12 months after the year end.

ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the entity
expects to receive (i.e. all shortfalls), discounted at the original EIR. When estimating the cash flows, an entity is required to consider all contractual terms of
the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument. However, in rare cases when the expected
life of the financial instrument cannot be estimated reliably, then the entity is required to use the remaining contractual term of the financial instrument.

ECL impairment loss allowance (or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In balance sheet
ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral part of the measurement of those assets in the balance
sheet. The allowance reduces the net carrying amount. Until the asset meets write off criteria, the Company does not reduce impairment allowance from the
gross carrying amount.

(vii) Derecognition of financial assets

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

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all risks and rewards of ownership of the financial
asset is transferred. Where the entity has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not
derecognized.

(b) Financial liabilities

(i) Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss and at amortized cost, as appropriate.
All financial liabilities are recognized initially at fair value and, in the case of borrowings and payables, net of directly attributable transaction costs.
The company’s financial liabilities include trade and other payables, loans and borrowings, lease liabilities etc.

341
(ii) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at
fair value through profit or loss. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging
instruments. Gains or losses on liabilities held for trading are recognized in the Statement of Profit and Loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. Gains and losses are
recognized in Statement of Profit and Loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by
taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance
costs in the Statement of Profit and Loss.

(iii) Derecognition
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or
modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is
recognized in the Statement of Profit and Loss as finance costs.

(c) Embedded derivatives

An embedded derivative is a component of a hybrid (combined) instrument that also includes a non-derivative host contract – with the effect that some of the
cash flows of the combined instrument vary in a way similar to a standalone derivative. Derivatives embedded in all other host contract are separated if the
economic characteristics and risks of the embedded derivative are not closely related to the economic characteristics and risks of the host and are measured at
fair value through profit or loss. Embedded derivatives closely related to the host contracts are not separated.

Reassessment only occurs if there is either a change in the terms of the contract that significantly modifies the cash flows that would otherwise be required or a
reclassification of a financial asset out of the fair value through profit or loss.

2.17 Employee Benefits

(a) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the year in which
the employees render the related service are recognized in respect of employees’ services up to the end of the year and are measured at the amounts expected
to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(b) Other long-term employee benefit obligations

(i) Defined contribution plan
Provident Fund: Contribution towards provident fund is made to the regulatory authorities, where the group has no further obligations. Such benefits are
classified as Defined Contribution Schemes as the group does not carry any further obligations, apart from the contributions made on a monthly basis which are
charged to the Statement of Profit and Loss.

Employee's State Insurance Scheme: Contribution towards employees' state insurance scheme is made to the regulatory authorities, where the group has no
further obligations. Such benefits are classified as Defined Contribution Schemes as the group does not carry any further obligations, apart from the
contributions made on a monthly basis which are charged to the Statement of Profit and Loss.

(ii) Defined benefit plans

Gratuity: The group provides for gratuity, a defined benefit plan (the 'Gratuity Plan") covering eligible employees in accordance with the Payment of Gratuity
Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an
amount based on the respective employee's salary. The group's liability is actuarially determined (using the Projected Unit Credit method) at the end of each
year. Actuarial losses/gains are recognized in the other comprehensive income in the year in which they arise.

Compensated Absences: Accumulated compensated absences, which are expected to be availed or encashed within 12 months from the end of the year are
treated as short term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the
additional amount expected to be paid as a result of the unused entitlement as at the year end.

Accumulated compensated absences, which are expected to be availed or encashed beyond 12 months from the end of the year end are treated as other long
term employee benefits. The group's liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains
are recognized in the statement of profit and loss in the year in which they arise.

Leaves under define benefit plans can be encashed only on discontinuation of service by employee.

(c) Share-based payments

Employees (including senior executives) of the group receive remuneration in the form of share-based payments, whereby employees render services as
consideration for equity instruments (equity-settled transactions). The cost of equity-settled transactions is determined by the fair value at the date when the
grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance
and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date
until the vesting date reflects the extent to which the vesting period has expired and the Companies' best estimate of the number of equity instruments that will
ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning
and end of that period and is recognised in employee benefits expense.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards
include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied,
provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

342
2.18 Government Grant
The Company recognizes government grants only when there is reasonable assurance that the conditions attached to them will be complied with, and the grants
will be received.
a) When the grant relates to revenue , it is recognized as income in the statement of Profit & Loss account under the head "Other Income"
b) When the grant relates to an asset, the Company deducts such grant amount from the carrying amount of the asset.

2.19 Contributed equity

Equity shares are classified as equity share capital.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

2.20 Earnings Per Share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of parent company (after deducting preference dividends
and attributable taxes) by the weighted average number of equity shares outstanding during the period.

Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid
equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue,
bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without
a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the parent company and the
weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

2.21 Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired.
The consideration transferred for the acquisition of a subsidiary comprises the
• fair values of the assets transferred;
• liabilities incurred to the former owners of the acquired business;
• equity interests issued by the group; and
• fair value of any asset or liability resulting from a contingent consideration arrangement.

The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive process that together
significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to the ability to continue producing
outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or experience to perform that process or it significantly
contributes to the ability to continue producing outputs and is considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the
ability to continue producing outputs.

At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the
liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact
that outflow of resources embodying economic benefits is not probable. However, the following assets and liabilities acquired in a business combination are
measured at the basis indicated below:
- Deferred tax assets or liabilities, and the liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with Ind
AS 12 Income Tax and Ind AS 19 Employee Benefits respectively.
- Potential tax effects of temporary differences and carry forwards of an acquiree that exist at the acquisition date or arise as a result of the acquisition are
accounted in accordance with Ind AS 12.
- Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered
into to replace share-based payment arrangements of the acquiree are measured in accordance with Ind AS 102 Share-based Payments at the acquisition date.
- Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non-current Assets Held for Sale and Discontinued Operations are
measured in accordance with that Standard.
- Reacquired rights are measured at a value determined on the basis of the remaining contractual term of the related contract. Such valuation does not consider
potential renewal of the reacquired right.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their
fair values at the acquisition date. The group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair
value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.

The excess of the:

• consideration transferred;
• amount of any non-controlling interest in the acquired entity, and
• acquisition-date fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of
the business acquired, the difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence
of the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity
as capital reserve.
Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of
exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent
financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value
with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss or other comprehensive
income, as appropriate.

2.22 Rounding off amounts

All amounts disclosed in Restated consolidated financial statements and notes have been rounded off to the nearest million upto 2 decimals as per requirement
of Schedule III of the Act, unless otherwise stated.

343
 3 Significant accounting judgments, estimates and assumptions
The preparation of consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and the grouping disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future years.

3.1 Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the year end date, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The group based its assumptions and
estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future
developments, however, may change due to market changes or circumstances arising that are beyond the control of the group. Such changes are reflected in the
assumptions when they occur.

(a) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms
and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the
share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based
payment transactions are disclosed in Note 39.

(b) Taxes
Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be
utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and
the level of future taxable profits together with future tax planning strategies.

The group neither have any taxable temporary difference nor any tax planning opportunities available that could partly support the recognition of these losses
as deferred tax assets. On this basis, the group has determined that it cannot recognize deferred tax assets on the tax losses carried forward except for the
unabsorbed depreciation. Refer Note 36.

(c) Defined benefit plans (gratuity benefits and leave encashment)

The cost of the defined benefit plans such as gratuity and leave encashment are determined using actuarial valuations. An actuarial valuation involves making
various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each year end.

The principal assumptions are the discount and salary growth rate. The discount rate is based upon the market yields available on government bonds at the
accounting date with a term that matches that of liabilities. Salary increase rate takes into account of inflation, seniority, promotion and other relevant factors
on long term basis. For details refer Note 38.

(d) Intangible asset under development

The group capitalises intangible asset under development for a project in accordance with the accounting policy. Initial capitalisation of costs is based on
management’s judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined
milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the
expected future cash generation of the project, discount rates to be applied and the expected period of benefits.

(e) Impairment of non-financial assets and goodwill

In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and uses an
interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate.

4.1 Standards (including amendments) issued but not yet effective

The Ministry of Corporate Affairs ("MCA") has notified Companies (Indian Accounting Standard) Amendment Rules, 2023 dated March 31, 2023 to amend certain Ind ASs
which are effective from 01 April 2023:
Below is a summary of such amendments:

(i) Disclosure of Accounting Policies - Amendment to Ind AS 1 Presentation of financial statements

The MCA issued amendments to Ind AS 1, providing guidance to help entities meet the accounting policy disclosure requirements. The amendments aim to make
accounting policy disclosures more informative by replacing the requirement to disclose ‘significant accounting policies’ with ‘material accounting policy information’.
The amendments also provide guidance under what circumstance, the accounting policy information is likely to be considered material and therefore requiring
disclosure.
The amendments are effective for annual reporting periods beginning on or after 01 April 2023. The Group is currently revisiting their accounting policy information
disclosures to ensure consistency with the amended requirements.

(ii) Definition of Accounting Estimates – Amendments to Ind AS 8 Accounting policies, changes in accounting estimates and errors
The amendment to Ind AS 8, which added the definition of accounting estimates, clarifies that the effects of a change in an input or measurement technique are
changes in accounting estimates, unless resulting from the correction of prior period errors. These amendments clarify how entities make the distinction between
changes in accounting estimate, changes in accounting policy and prior period errors. The distinction is important, because changes in accounting estimates are applied
prospectively to future transactions and other future events, but changes in accounting policies are generally applied retrospectively to past transactions and other past
events as well as the current period.

The amendments are effective for annual reporting periods beginning on or after 01 April 2023. The amendments are not expected to have a material impact on the
Group’s financial statements.

344
 (iii) Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to Ind AS 12 Income taxes
The amendment to Ind AS 12, requires entities to recognise deferred tax on transactions that, on initial recognition, give rise to equal amounts of taxable and
deductible temporary differences. They will typically apply to transactions such as leases of lessees and decommissioning obligations and will require the recognition of
additional deferred tax assets and liabilities.

The amendment should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, entities should
recognise deferred tax assets (to the extent that it is probable that they can be utilised) and deferred tax liabilities at the beginning of the earliest comparative period
for all deductible and taxable temporary differences associated with:
• right-of-use assets and lease liabilities, and
• decommissioning, restoration and similar liabilities, and the corresponding amounts recognised as part of the cost of the related assets.

The cumulative effect of recognising these adjustments is recognised in retained earnings, or another component of equity, as appropriate. Ind AS 12 did not previously
address how to account for the tax effects of on-balance sheet leases and similar transactions and various approaches were considered acceptable. Some entities may
have already accounted for such transactions consistent with the new requirements. These entities will not be affected by the amendments.

The Group is currently assessing the impact of the amendments.

iv) The other amendments to Ind AS notified by these rules are primarily in the nature of clarifications.

4.2 Standards that became effective during the year

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standard) Amendment Rules 2022 dated March 23, 2022 to amend the following Ind AS
which are effective from 01 April 2022 :

(i) Onerous Contracts- Cost of Fulfilling a Contract - Amendments to Ind AS 37

Ind AS 37 defines an onerous contract as a contract in which the unavoidable costs (costs that the group has committed to pursuant to the contract) of meeting the
obligations under the contract exceed the economic benefits expected to be received under it.

The amendments to Ind AS 37 clarify, that the costs relating directly to the contract consist of both:
• The incremental costs of fulfilling that contract- e.g. direct labour and material; and
• An allocation of other costs that relate directly to fulfilling contracts: e.g. Allocation of depreciation charge on property, plant and equipment used in fulfilling the
contract.

The Group, prior to the application of the amendments, did not have any onerous contracts.

(ii) References to the Conceptual Framework - Amendments to Ind AS 103

The amendments update a reference to the Conceptual Framework for Financial Reporting without changing the accounting requirements for business combinations.
The amendment also add a new exception in Ind AS 103 for liabilities and contingent liabilities.

(iii) Property, Plant and Equipment: Proceeds Before Intended Use- Amendment to Ind AS 16
The amendment to Ind AS 16 clarifies that any excess of net sale proceeds of items produced over the cost of testing, if any, shall not be recognised in the profit or loss
but deducted from the directly attributable costs considered as part of cost of an item of property, plant, and equipment.

These amendments had no impact on the year-end Restated consolidated financial statements of the Group as there were no sales of such items.

(iv) Ind AS 101: First Time Adoption of Indian Accounting Standards- Subsidiary as a first time adopter
The amendment provides that a subsidiary that uses the exemption in paragraph D16(a) of Ind AS 101 may elect, in its financial statements, to measure cumulative
translation differences for all foreign operations in its financial statements using the amounts reported by the parent, based on the parent’s date of transition to Ind AS,
if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. This election is
also available to an associate or joint venture that uses exemption in paragraph D16(a) of Ind AS 101.

These amendments had no impact on the Restated consolidated financial statements of the Group as it is not a first-time adopter.

(v) Ind AS 109 Financial Instruments - Fees in the '10 per cent' test for derecognition of financial liability
The amendment clarifies which fees an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the
terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either
the borrower or lender on the other's behalf.

These amendments had no impact on the Restated consolidated financial statements of the Group as there were no modifications of the Group’s financial instruments
during the year.

(vi) Taxation in fair value measurements – Amendments to Ind AS 41

The amendment removes the requirement in Ind AS 41 for entities to exclude cash flows for taxation when measuring fair value. This aligns the fair value measurement
in Ind AS 41 with the requirements of Ind AS 113, Fair Value Measurement.

345
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

5 Property, Plant and Equipment

Gross block Depreciation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2022 Adjustments Adjustments translation reserve 31 March 2023 1 April 2022 Adjustments translation reserve 31 March 2023 31 March 2023

Plant and Machinery 953.08 73.16 (22.09) 34.02 1,038.18 173.01 106.95 (0.44) 24.42 303.95 734.23
Right of Use Asset 375.73 10.38 (118.61) 13.34 280.84 199.33 31.22 (118.42) 6.64 118.77 162.07
Buildings 913.95 4.88 - 50.65 969.49 85.61 31.85 (17.76) 1.80 101.49 867.99
Land 61.60 - - 3.65 65.25 - - - - - 65.25
Furniture and Fixtures 68.60 7.48 (0.44) 5.65 81.29 30.18 7.30 6.43 3.32 47.22 34.06
Vehicles 34.34 11.32 (3.49) 2.28 44.44 9.80 4.53 (3.09) 0.78 12.02 32.42
Leasehold Land 13.53 - - 0.03 13.56 1.98 1.54 - 0.05 3.57 9.98
Computers 19.80 4.91 (1.62) 0.10 23.19 5.60 6.31 (1.58) 0.09 10.42 12.77
Office Equipment 11.71 0.45 0.00 0.02 12.18 3.29 1.68 - 0.01 4.98 7.20
Total 2,452.34 112.58 (146.25) 109.74 2,528.40 508.80 191.38 (134.86) 37.11 602.44 1,925.97

Gross block Depreciation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2021 Adjustments Adjustments translation reserve 31 March 2022 1 April 2021 Adjustments translation reserve 31 March 2022 31 March 2022

Plant and Machinery 890.67 141.12 (59.17) (19.54) 953.08 159.77 77.18 (57.38) (6.56) 173.01 780.07
Right of Use Asset 376.99 0.50 - (1.76) 375.73 160.98 36.78 - 1.57 199.33 176.40
Buildings 921.52 9.92 - (17.49) 913.95 51.66 35.75 - (1.80) 85.61 828.34
Land 63.02 - - (1.42) 61.60 - - - - - 61.60
Furniture and Fixtures 75.02 5.80 (11.10) (1.12) 68.60 19.38 22.28 (10.76) (0.72) 30.18 38.42
Vehicles 25.55 11.30 (1.74) (0.77) 34.34 7.12 4.54 (1.74) (0.12) 9.80 24.54
Leasehold Land 11.16 2.37 - - 13.53 0.37 1.61 - - 1.98 11.55
Computers 10.03 10.41 (0.64) - 19.80 2.97 3.26 (0.63) - 5.60 14.20
Office Equipment 10.27 1.44 - - 11.71 1.22 2.07 - - 3.29 8.42
Total 2,384.23 182.86 (72.65) (42.10) 2,452.34 403.47 183.47 (70.51) (7.63) 508.80 1,943.54

346
 Gross block Depreciation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2020 Adjustments Adjustments translation reserve 31 March 2021 1 April 2020 Adjustments translation reserve 31 March 2021 31 March 2021

Plant and Machinery 755.12 129.66 (9.08) 14.97 890.67 87.75 75.65 (9.07) 5.44 159.77 730.90
Right of Use Asset 373.64 1.56 - 1.79 376.99 97.64 68.96 - (5.62) 160.98 216.01
Buildings 504.92 419.33 - (2.73) 921.52 21.96 30.11 - (0.41) 51.66 869.86
Land 61.57 - - 1.45 63.02 - - - - - 63.02
Furniture and Fixtures 23.06 53.59 - (1.63) 75.02 6.57 13.16 - (0.35) 19.38 55.64
Vehicles 21.15 7.69 (3.51) 0.22 25.55 4.77 5.60 (3.29) 0.04 7.12 18.43
Leasehold Land 6.53 4.63 - - 11.16 0.11 0.26 - - 0.37 10.79
Computers 6.21 5.27 (1.45) - 10.03 2.42 1.97 (1.42) - 2.97 7.06

Office Equipment 3.72 6.54 0.01 - 10.27 0.70 0.52 - - 1.22 9.05

Total 1,755.92 628.27 (14.03) 14.07 2,384.23 221.92 196.23 (13.78) (0.90) 403.47 1,980.76

347
6 Capital Work-in-Progress -

As at Capitalized during Foreign currency As at

Additions
1 April 2022 the year translation reserve 31 March 2023

Capital Work in Progress 51.34 114.02 (90.88) 1.67 76.15

As at Capitalized during Foreign currency As at

Additions
1 April 2021 the year translation reserve 31 March 2022

Capital Work in Progress 20.69 184.89 (152.35) (1.89) 51.34

As at Capitalized during Foreign currency As at

Additions
1 April 2020 the year translation reserve 31 March 2021

Capital Work in Progress 316.31 241.83 (555.83) 18.38 20.69

7 Other intangible assets

Gross block Amortisation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2022 Adjustments Adjustments translation reserve 31 March 2023 1 April 2022 Adjustments translation reserve 31 March 2023 31 March 2023

Computer Software 20.28 22.58 1.55 44.41 12.84 4.26 0.70 17.80 26.60
Technical knowhow 70.52 - 9.02 79.54 36.03 8.95 8.54 53.53 26.03
Patents & Trademark 0.19 - - - 0.19 0.10 0.02 - 0.11 0.08
Total 90.99 22.58 - 10.57 124.14 48.97 13.22 - 9.23 71.43 52.71

Gross block Amortisation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2021 Adjustments Adjustments translation reserve 31 March 2022 1 April 2021 Adjustments translation reserve 31 March 2022 31 March 2022

Computer Software 18.20 2.52 (0.21) (0.23) 20.28 8.65 4.34 - (0.15) 12.84 7.44
Technical knowhow 66.21 5.63 (0.42) (0.90) 70.52 24.71 11.94 - (0.62) 36.03 34.49
Patents & Trademark 0.19 - - - 0.19 0.05 0.05 - - 0.10 0.09
Total 84.60 8.15 (0.63) (1.13) 90.99 33.41 16.33 - (0.77) 48.97 42.02

Gross block Amortisation Net block

As at Additions/ Deductions/ Foreign currency As at As at Deductions/ Foreign currency As at As at

For the year
1 April 2020 Adjustments Adjustments translation reserve 31 March 2021 1 April 2020 Adjustments translation reserve 31 March 2021 31 March 2021

Computer Software 15.84 2.28 - 0.08 18.20 5.40 3.27 - (0.02) 8.65 9.55
Technical knowhow 64.16 1.44 - 0.62 66.21 13.55 11.34 (0.18) 24.71 41.50
Patents & Trademark 0.19 - - - 0.19 0.02 0.03 - - 0.05 0.14
Total 80.19 3.72 - 0.70 84.60 18.97 14.64 - (0.20) 33.41 51.19

348
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

8 Goodwill

As at 01 April, 2020 211.23

Additions 23.14
Less: Impairment (23.14)
Net exchange difference 0.39
As at 31 March 2021 211.62
Additions -
Net exchange difference (1.05)
As at 31 March 2022 210.57
Additions
Net exchange difference 2.85
As at 31 March 2023 213.42

8.1 Impairment test for goodwill

Goodwill is tested for impairment annually. The recoverable amount of each cash generating unit (subsidiary) is determined based on value-in-use calculations.
The calculations use cash flow projections based on financial budgets approved by management covering a detailed five-year period. Cash flows beyond the five
year period are extrapolated using a estimated growth rate determined by management as stated below.

The present value of the expected cash flows of is determined by applying a suitable discount rate reflecting current market assessments of the time value of
money and risks specific.

Growth rates
The growth rates reflect the long-term average growth rates for the product lines and industries of the cash generating unit
These growth rates are consistent with forecasts included in industry reports specific to the industry in which each cash generating unit operates.

Discount rates
The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each segment.

349
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

9 Financial Assets- Investments

31 March 2023 31 March 2022 31 March 2021

Unquoted equity shares

Investment in Associate 2.15 2.08 1.88

Total (equity instruments) 2.15 2.08 1.88

Current - -
Non- Current 2.15 2.08 1.88
2.15 2.08 1.88
Aggregate book value of:
Quoted investments - -
Unquoted investments 2.15 2.08 1.88

350
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

31 March 2023 31 March 2022 31 March 2021

10 Other financial assets
Security Deposits 4.83 2.69 2.89
Fixed Deposit with maturity for more than 12 months from the balance
- 28.37 15.00
sheet date
Lease receivables 1.96 3.56 5.19
6.79 34.62 23.08

31 March 2023 31 March 2022 31 March 2021

11 Other non-current assets
Capital advance* 82.28 2.45 5.92
Prepaid expense 0.42 0.59 0.65
Gratuity Plan Assets 5.60 4.16 3.24
Balance with Government authorities 4.90 4.91 6.45
Total other non-current other assets 93.20 12.11 16.26

* The estimated amount of contracts remaining to be executed on capital account and not provided for as at March 31, 2023 Rs. 176.50 Milliion (net of advance of Rs, 82.28 Million) [31 March 2022 is Rs. 1.18 Million (net of
advance of Rs. 2.45 Million)], [31 March 2021 is Rs. 12.45 Million (net of advance of Rs. 5.92 Million).

12 Inventories

31 March 2023 31 March 2022 31 March 2021

Raw Material (At cost less impairment provision, wherever required) 1,071.49 865.87 543.15
Work in progress in stock (At lower of cost and net realisable value) 238.91 251.91 158.28
Finished & Traded goods in stock (At lower of cost and net realisable value) 217.40 158.23 84.30
Store and spares parts including packing material (At cost) 7.26 8.16 8.41
1,535.06 1,284.17 794.14

During the period ended March 31, 2023 Rs. 33.34 million [31 March 2022: 20.42 million, 31 March 2021: (5.50) million ] was recognised as expense/ (reversal of expense) for inventories carried at net realisable value & Slow
moving.

351
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

13 Trade receivable
March 31, 2023 31 March 2022 31 March 2021
Secured, considered good 1,209.04 799.79 683.15
Unsecured Considered good
Receivables which have significant increase in Credit
- 24.00
Risk 7.56
Less : Allowance for bad and doubtful debts - (7.56) (24.00)
Credit impaired 9.49 5.40 24.51
Less : Allowance for bad and doubtful debts (9.49) (5.40) (24.51)
1,209.04 799.79 683.15

Further classified as:

Receivable from related parties (Refer Note 41) 9.10 4.60 4.58
Receivable from others 1,199.94 795.19 678.57
1,209.04 799.79 683.15

31 March 2023 Current

Outstanding for following periods from due date of Receipts

Particulars Not Due Less than 6

6 months 1-2 years 2-3 More than
months Total
- 1 year years years 3 years

(i) Undisputed Trade receivables – considered good

846.58 307.79 52.13 2.54 - - 1,209.04

(ii) Undisputed Trade Receivables –which have

- - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired
- - 0.71 4.96 0.19 3.63 9.49

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have significant
- - - - - - -
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed +
- - (0.71) (4.96) (0.19) (3.63) (9.49)
Undisputed)
Total 846.58 307.79 52.13 2.54 - - 1,209.04

31 March 2022 Current

Outstanding for following periods from due date of Receipts

Particulars Not Due Less than 6

6 months 1-2 years 2-3 More than
months Total
- 1 year years years 3 years

(i) Undisputed Trade receivables – considered good

617.71 121.44 60.64 - - - 799.79

(ii) Undisputed Trade Receivables –which have

- - 7.07 0.49 - - 7.56
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired
- - 1.46 0.48 0.91 2.55 5.40

(iv) Disputed Trade Receivables–considered good - - - - - -

(v) Disputed Trade Receivables – which have significant
- - - - - - -
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed +
- - (8.53) (0.97) (0.91) (2.55) (12.96)
Undisputed)
Total 617.71 121.44 60.64 - - - 799.79

352
 31 March 2021 Current
Outstanding for following periods from due date of Receipts

Particulars Not Due Less than 6

6 months 1-2 years 2-3 More than
months Total
- 1 year years years 3 years

(i) Undisputed Trade receivables – considered good

535.12 91.75 54.93 1.35 - 683.15

(ii) Undisputed Trade Receivables –which have

- 6.94 0.49 0.11 16.46 24.00
significant increase in credit risk
(iii) Undisputed Trade Receivables – credit impaired
- 18.98 0.27 0.30 1.56 3.40 24.51

(iv) Disputed Trade Receivables–considered good - - - - - - -

(v) Disputed Trade Receivables – which have significant
- - - - - - -
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - -
Less: Allowance for bad and doubtful debts (Disputed +
- (18.98) (7.21) (0.79) (1.67) (19.86) (48.51)
Undisputed)
Total 535.12 91.75 54.93 1.35 - - 683.15

353
 Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

14 Cash and cash equivalents 31 March 2023 31 March 2022 31 March 2021
Balances with banks:
In current accounts 209.30 202.39 429.67
In EEFC accounts 41.97 20.10 11.68
In social security fund account 14.90 12.50 11.92
Fixed deposits with original maturity of less than 3 months 398.89 227.42 89.48
Cash in hand 0.59 0.00 0.50
665.65 462.41 543.25

For the purpose of the statement of cash flows, cash and cash equivalents comprise the following:

Cash and cash equivalents 31 March 2023 31 March 2022 31 March 2021
Balances with banks:
On current and EEFC accounts & social security fund account 266.17 234.99 453.27
Fixed deposits with original maturity of less than 3 months 398.89 227.42 89.48
Cash on hand 0.59 0.00 0.50
665.65 462.41 543.25

15 Bank balances other than Cash and cash equivalent 31 March 2023 31 March 2022 31 March 2021
In Fixed deposit with maturity for more than 3 months but
394.87 588.88 635.96
less than 12 months from balance sheet date
394.87 588.88 635.96

16 Other financial assets 31 March 2023 31 March 2022 31 March 2021

Earnst Security Deposits
Money Deposit (Emd) 10.14 13.89 7.68
Interest accrued on fixed deposits 9.45 8.38 11.15
Lease receivable 1.88 1.51 1.39
Other receivable - 0.33 4.77
21.47 24.11 24.99

17 Current tax assets 31 March 2023 31 March 2022 31 March 2021

Advance
Provision for income tax income tax (Net of provision) 8.70 4.95 1.28
8.70 4.95 1.28

18 Other current assets 31 March 2023 31 March 2022 31 March 2021

Advance recoverable from employees 3.14 2.42 0.67
Advance to suppliers 76.16 42.48 38.22
Prepaid Expenses 83.57 11.93 8.49
Balance with government authorities 100.04 104.18 68.62
262.91 161.01 116.00

354
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

19 Share capital

(A) Ordinary Equity shares

31 March 2023 31 March 2022 31 March 2021
Authorized
30,181,670 (March 31, 2022 : 17,000,000; March 31, 2021 : 17,000,000) Ordinary equity shares of Rs. 10 each 301.82 170.00 170.00
301.82 170.00 170.00
Issued, subscribed and paid up
29,250,400 (March 31, 2022 : 14,625,100; March 31, 2021 : 14,625,100) Ordinary equity shares of Rs. 10 each 292.50 146.25 146.25

(i) Reconciliation of equity shares outstanding at the beginning and at the

end of the year 31 March 2023 31 March 2022 31 March 2021
Number of
Amount Number of shares Amount Number of shares Amount
shares
Outstanding at the beginning of the year 1,46,25,100 146.25 1,46,25,100 146.25 1,46,25,100 146.25
Add : Class A Equity shares coverted into Ordinatry Equiity shares 100 0.00 - - - -
Add: Bonus shares issued during the period* 1,46,25,200 146.25 - - - -
Outstanding at the end of the year 2,92,50,400 292.50 1,46,25,100 146.25 1,46,25,100 146.25

*During the year ended March 31, 2023, Board of directors of holding company have proposed the bonus issue of shares in the ratio of 1:1 vide it's meeting held on September 21, 2022. The Members have approved the scheme of bonus issue by way of Special Resolution passed
in the Extra Ordinary General Meeting held on September 21, 2022. Further there is also coversion of Class A Equity shares 100 Numbers of 10 each into ordinary equity shares and for these shares, bonus shares are also issued in the ratio of 1:1.

Note: The amount reported as 0.00 above is below the rounding off threshold.

(ii) Rights, preferences and restrictions attached to shares

These shares having par value of Rs. 10 per share. Each shareholder is entitled to one vote per share held. They entitle the holders to participate in dividends, if any declared is payable in Indian Rupees. In the event of liquidation of the company, the holders of equity shares
will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company
31 March 2023 31 March 2022 31 March 2021

Number of % of holding in the % of holding in the

Number of shares % of holding in the class Number of shares
shares class class
Name of the shareholder

Mr. Narendra Goliya 1,62,62,098 55.60 1,17,41,249 80.28 1,17,41,249 80.28

Mrs. Asha N. Goliya 45,00,000 15.38 22,50,000 15.28 22,50,000 15.28
Rishabh Family Trust 36,00,000 12.31 - - - -
Anushree Family Trust 36,00,000 12.31 - - - -
Total 2,79,62,098 95.60 1,39,91,249 1,39,91,249

As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

355
(iv) Details of Shares held by Promoters & Promoter Group at the end of the year

31 March 2023
Promoter & Promotor Group Number Of Shares % of total shares % Change during
Remark
the year
Ordinary Shares -
Mr. Narendra Goliya jointly held with Mrs. Asha Goliya 1,62,62,098 55.60% -24.69% Mr. Narendra Goliya has gifted his shares to Rishabh Family Trust, Anushree
Family Trust & Invaan Foundation.
Mrs. Asha Narendra Goliya jointly held with Mr. Narendra Goliya 45,00,000 15.38% 0.00%
Mr. Rishabh Goliya jointly held with Mr. Narendra Goliya 7,50,000 2.56% 0.00%
Narendra Rishabh Goliya, HUF 5,17,500 1.77% 0.00%
Ms.Anushree Goliya jointly held with Mr. Narendra Goliya 2 0.00% 0.00%
Ivaan Foundation 20,000 0.07% 0.07%
Rishabh Family Trust 36,00,000 12.31% 12.31% Shares Received as a gift from Mr. Narendra Goliya
Anushree Family Trust 36,00,000 12.31% 12.31% Shares Received as a gift from Mr. Narendra Goliya
Mohini Goliya 400 0.00% 0.00% Shares Received as a gift from Mr. Narendra Goliya
2,92,50,000 100.00%

31 March 2022 31 March 2021

Number Of Shares % of total shares % Change during Number Of Shares % of total shares % Change during the
Promoter & Promotor Group the year year

Ordinary Shares -
Mr. Narendra Goliya jointly held with Mrs. Asha Goliya 1,17,41,249 80.28% - 1,17,41,249 80.28% -
Mrs. Asha Narendra Goliya jointly held with Mr. Narendra Goliya 22,50,000 15.38% - 22,50,000 15.38% -
Mr. Rishabh Goliya jointly held with Mr. Narendra Goliya 3,75,000 2.56% - 3,75,000 2.56% -
Narendra Rishabh Goliya, HUF 2,58,750 1.77% - 2,58,750 1.77% -
Ms.Anushree Goliya jointly held with Mr. Narendra Goliya 1.00 0.00% - 1 0.00% -
1,46,25,000 100.00% 1,46,25,000 100.00%

(B) Class A Equity shares

31 March 2023 31 March 2022 31 March 2021

Authorized
Nil (31 March 2022 : 10,000, 31 March 2021 : 10,000) Class A equity shares of Rs. 10 each - 0.10 0.10
- 0.10 0.10
Issued, subscribed and paid up
Nil (31 March 2022 : 10,000, 31 March 2021 : 10,000) Class A equity shares of Rs. 10 each - 0.00 0.00
- 0.00 0.00

(i) Reconciliation of equity shares outstanding at the beginning and at the

end of the year 31 March 2023 31 March 2022 31 March 2021
Number of
Amount Number of shares Amount Number of shares Amount
shares
Outstanding at the beginning of the year 100 0.00 100 0.00 100 0.00
Add: Issued / (conversion) during the period* (100) (0.00) - - - -
Outstanding at the end of the year - - 100 0.00 100 0.00

*During the year ended March 31, 2023, the board of directors of holding company has proposed to convert Class A equity shares into ordinary equity shares vide it's meeting held on September 08, 2022. The memebers have approved the coversion
in Extra Ordinary General Meeting held on September 13, 2022.

(ii) Rights, preferences and restrictions attached to shares

These shares having par value of Rs. 10 per share. Shareholder is entitled to differential voting right in accordance with the shareholders agreement. They are entitle to the to preferentially participate in dividends , if any declared is payable in Indian Rupees.
In the event of liquidation of the company, the holders of Class A equity shares will be entitled to receive remaining assets of the company, to the preference over ordinary equity shares. The distribution will be in accordance with the shareholders agreement.

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

31 March 2023 31 March 2022 31 March 2021

Number of % of holding in the % of holding in the
Number of shares % of holding in the class Number of shares
Name of the shareholder shares class class

SACEF - II - - 100 100.00 100 100.00

356
(C) Instruments entirely equity in nature

31 March 2023 31 March 2022 31 March 2021

Authorized
36,06,110 (31 March 2022 : 4,330,000, 31 March 2021 : 4,330,000) Compulsorily Convertible Preference shares of Rs. 30 each. 108.18 129.90 129.90
108.18 129.90 129.90
Issued, subscribed and paid up
3,606,110 (31 March 2022 : 36,06,110, 31 March 2021 : 36,06,110) Compulsorily Convertible Preference shares of Rs. 30 each 108.18 108.18 108.18
108.18 108.18 108.18

(i) Reconciliation of equity shares outstanding at the beginning and at the

end of the year 31 March 2023 31 March 2022 31 March 2021
Number of
Amount Number of shares Amount Number of shares Amount
shares
Outstanding at the beginning of the year 36,06,110 108.18 36,06,110 108.18 43,07,669 129.23
Less : CCPS bought back - - - - (7,01,559) (21.05)
Outstanding at the end of the year 36,06,110 108.18 36,06,110 108.18 36,06,110 108.18

(ii) Rights, preferences and restrictions attached to shares

During the year ended March 31, 2014, the company had issued 4,307,669 CCPS of Rs. 30 each fully paid-up at a premium of Rs. 144.10 per share. CCPS carry cumulative dividend @ 0.001% p.a. The company declares and pays dividends in Indian rupees. Each holder of CCPS is
entitled to one vote per share only on resolutions placed before the company which directly affect the rights attached to CCPS.

Each holder of CCPS can opt to convert its preference shares into equity share up to the end of 18th year from the date of issue, viz., September 16, 2013. If the holder exercises its conversion option, the Company will issue one equity share for each preference share held.

If CCPS holders do not exercise conversion option, all CCPS will compulsorily convert into equity shares at the end of 18th year from the date of issue. In the event of liquidation of the Company before conversion/ redemption of CCPS, the holders of CCPS will have priority
over equity shares in the payment of dividend and repayment of capital.

The Board of Directors in the Board Meeting dated October 23, 2020 have approved a scheme for buyback of CCPS and did buyback of 7,01,559 CCPS at the price of 270.83 per share.

(iii) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company

31 March 2023 31 March 2022 31 March 2021

Number of % of holding in the % of holding in the
Number of shares % of holding in the class Number of shares
Name of the shareholder shares class class

SACEF - II 36,06,110 100.00 36,06,110 100.00 36,06,110 100.00

(iv) Compulsory Convertible Preference Share

31 March 2023 31 March 2022 31 March 2021
Outstanding at the beginning of the year 108.18 108.18 129.23
Less : Preference shares bought back during the year - - (21.05)
Balance at the end of the year 108.18 108.18 108.18

357
(D) No class of shares for consideration other than cash by the Company during the period of five years immediately preceding the current year end. Company have issued bonus share in the year ended March 31, 2023.

Note: Amounts reported as 0.00 in the aboves schedules are the amounts which are below the rounding off thresholds

20 Other equity
31 March 2023 31 March 2022 31 March 2021

Securities premium 290.71 436.96 436.96

General reserve 180.23 175.56 172.99
Surplus in the Statement of Profit and Loss 2,953.68 2,504.12 2,058.10
Capital Redemption Reserve 24.33 24.33 24.33
ESOP Reserve 91.67 11.82 11.82
Exchange difference on translating the financial statements of a foreign
68.52 (12.35) 24.61
operation
Remeasurement gains on defined benefit plans [Net of Taxes] (14.20) (4.68) (5.33)
Capital Reserve 14.69 14.69 14.69

3,609.63 3,150.45 2,738.17

(A) Securities premium (SP)

Opening balance 436.96 436.96 621.73
Less: Premium upon Buy back of CCPS - - (168.96)
Less: Taxes paid on Buy back - - (15.81)
Less: Bonus Issued though securities peremium during the period. (146.25)
Closing balance 290.71 436.96 436.96

(B) General reserve (GR)

Opening balance 175.56 172.99 191.03
Less: Amount equal to nominal vale of CCPS transferred to Capital Redemption Reserve - - (21.05)
Add : Transfer from Surplus balance in statement of Profit & Loss 4.67 2.57 3.01
Closing balance 180.23 175.56 172.99

(C) Surplus/(deficit) in the Statement of Profit and Loss

31 March 2023 31 March 2022 31 March 2021
Opening balance 2,504.12 2,058.10 1,722.61
Impacts of changes in accounting policy owing to first time adoption of Ind As -
Less: Transfer to General Reserve (4.67) (2.57) (3.01)

Add: Net Profit / (loss) for the current year 468.17 470.64 347.29
Less: Appropriations
Dividend on preference share (0.00) (0.00) (0.00)
Dividend on equity share - (10.73) (8.79)
Others (9.33) - -
Less: Transfer on Acquisition of NCI (4.61) (11.32) -
Closing balance 2,953.68 2,504.12 2,058.10

358
(D) Capital Redemption Reserve 31 March 2023 31 March 2022 31 March 2021
-As at beginning of year 24.33 24.33 3.28
Add: Amount equal to nominal value of CCPS transferred from General reserve - - 21.05
Closing balance 24.33 24.33 24.33

(E) Employee Stock Option Reserve Outstanding 31 March 2023 31 March 2022 31 March 2021
Opening Balance 11.82 11.82 11.55
Add: Expense during the year pursuant to allotment of ESOP in current
year 79.85 - 0.27
Closing Balance 91.67 11.82 11.82

(F) Exchange difference on translating the financial statements of a

foreign operation 31 March 2023 31 March 2022 31 March 2021
Opening Balance (12.35) 24.61 2.60
Add: Movement during the year 80.87 (36.96) 22.01
Closing Balance 68.52 (12.35) 24.61
(G) Other Reserve - Remeasurement gains on defined benefit plans [Net of 31 March 2023 31 March 2022 31 March 2021
Taxes]
At the beginning of the year (4.68) (5.33) (3.86)
Remeasurement gains on defined benefit plans [Net of Taxes] (9.52) 0.65 (1.47)
Balance at the end of the year (14.20) (4.68) (5.33)

(H) Capital Reserve

At the beginning of the year 14.69 14.69 14.69
Movement during the year - - -
Closing Balance 14.69 14.69 14.69

359
 31 March 2023 31 March 2022 31 March 2021
21 Non-current borrowings
Secured

(a) Term loan

From Bank 370.49 440.42 556.15
370.49 440.42 556.15
Less: Current maturities of long term debt (112.14) (104.24) (101.35)
Total non current maturities of long term borrowings 258.35 336.18 454.80

Terms & conditions of long term borrowings

i)In case of holding company foreign currency term loan has been taken in February, 2020 in EUR from DBS Bank and is secured by term deposits of 110% of the facilities sanctioned. The loan carries interest rate of 12 months EURIBOR + 1.50% p.a. and is repayable in quarterly
instalments over a period of 5 years starting from September 2020 comprising of 18 equal instalments.

ii) Lumel Alucast (Step-down Subsidiary) has obtained term loan from Bank during the financial year 2017–18. As per the Loan Agreement, the said Loan was taken for the Purpose of purchase of machinery. The company has used such borrowings for the purposes as stated in
the loan agreement. Such term loan carries interest @ 1.5% + EURIBOR 1 month. The Instalments of loans are payable on various dates starting from 31-3-2018 to 31-10-2024.

iii) Lumel SA (Step-down Subsidiary) has obtained EUR corporate investment loan obtained from ING Bank Śląski S.A., Poland. The said loan is repayable in 36 equal monthly instalments beginning from October 2020 and carries an interest rate of 1 month EURIBOR + 1.38%

22 Provisions
Long term Short term
31 March 2023 31 March 2022 31 March 2021 31 March 2023 31 March 2022 31 March 2021

Provision for leave encashment 3.34 2.44 2.66 40.48 32.12 29.94
Provision for gratuity 19.30 14.89 15.53 2.79 2.15 3.45
Provision for Jubilee benefits 56.63 51.12 50.62 11.71 5.72 5.80
Provision for warranties 2.57 2.34 2.94 2.87 2.69 4.68
Othertax
Provision for income Provisions - - - 2.71 1.65 5.54

Total Provisions 81.84 70.79 71.75 60.56 44.33 49.41

23 Short -term borrowings 31 March 2023 31 March 2022 31 March 2021

Secured, from bank, working capital loan
Cash credit from bank 373.89 254.39 112.43
Foreign currency working capital demand loan 118.31 98.82 21.86
Unsecured, Loans from related parties 165.86 172.06 229.08
Current Maturity of Long term Debts 112.14 104.24 101.35
Total short-term borrowings 770.19 629.51 464.72

Terms and conditions of short term borrowings

(i) In case of holding company cash credit from State Bank of India is secured primarily by hypothecation of current assets and collateral security by mortgage over certain immovable properties of the Company. Further, the loan has a personal guarantee of the Managing
Director of the Company. The cash credit is repayable on demand and carries interest rate varying between 8.27% - 9.55% p.a.

(ii) In Case of Lumel Alucast (Step-down Subsidiary) cash credit from ING Bank Slaski SA, Poland obtained in Euros and is secured primarily by registered pledge on inventories and mortgage over certain immovable properties of the company. The cash credit is repayable on
demand and carries interest rate of 1.25% +1% month EUROIBOR.

(iii) In case of Lumel SA (Step-down Subsidiary) Euro cash credit from ING Bank Śląski S.A. Poland has been obtained Cash credit is secured primarly by registered pledge on inventories and mortgage over certain immovable properties of the company. The cash credit is
repayable on demand and carries rate of 1.25%+ 1 month EURIBOR.

(iv) In case of Shanghai VA Instrument Co. Limited China, a subsidiary company, has taken working capital loan from DBS bank China at rate of interest ranging from 4.5% to 5.7%. This borrowing is backed up by a corporate bank guarantee issued by holding company in favour
of DBS Bank China through DBS Bank India.

(v) Foreign currency working capital demand loan has been taken in USD and EUR from DBS Bank and is secured by term deposits of 110% of the facilities sanctioned. The loan carries interest rate of 12 months LIBOR + 1.50% p.a. and is repayable after 12 months from the date
of renewal.

(vi) Loans from related parties includes following

a) loan taken from Ms. Anushree Goliya which is repayable on demand and carries an interest of 11% p.a.
b) loan from Saran Sp. Z.o.o which is repayable on demand and carries an interest of Euribor + 3%, calculated on quarterly basis.

360
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

24 Trade payables 31 March 2023 31 March 2022 31 March 2021

Total outstanding dues of micro enterprises and small enterprises 53.90 39.09 10.16
Total outstanding dues of creditors other than micro enterprises and small enterprises* 774.62 639.18 611.30
Total trade payables 828.52 678.27 621.46

Disclosure relating to suppliers registered under MSMED Act based on the information available with the Company:

Particulars 31 March 2023 31 March 2022 31 March 2021

(a) Amount remaining unpaid to any supplier at the end of each accounting year:
Principal 53.90 39.09 10.16
Interest 0.08 0.09 -
Total
(b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the
payment made to the supplier beyond the appointed day during each accounting year. - -

(c) The amount of interest due and payable for the period of delay in making payment (which have been paid but
beyond the appointed day during the year) but without adding the interest specified under the MSMED Act. - -

(d) The amount of interest accrued and remaining unpaid at the end of each accounting year. - -

(e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the
interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible 0.47 0.30 0.21
expenditure under section 23 of the MSMED Act.

* Refer Note 41 for trade payables to related parties.

361
31 March 2023 Current
Particulars Payables Not Due * Outstanding for following periods from due date of Payment
Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 0.87 52.98 0.05 - - 53.90
(ii) Disputed dues – MSME -
(iii) Others 548.32 225.12 0.67 0.39 0.12 774.62
(iv)Disputed dues - Others - - - - - -
549.19 278.09 0.72 0.39 0.12 828.52

31 March 2022 Current

Particulars Payables Not Due * Outstanding for following periods from due date of Payment
Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 27.03 12.06 - - - 39.09
(ii) Disputed dues – MSME - - - - - -
(iii) Others 484.52 145.32 0.15 5.07 4.12 639.18
(iv)Disputed dues - Others - - - - - -
511.55 157.38 0.15 5.07 4.12 678.27

31 March 2021 Current

Particulars Payables Not Due Outstanding for following periods from due date of Payment
* Less than 1 year 1-2 years 2-3 years More than 3 years Total
(i) MSME 9.36 0.80 - - - 10.16
(ii) Disputed dues – MSME - - - - - -
(iii) Others 435.62 167.41 3.85 3.89 0.53 611.30
(iv)Disputed dues - Others - - - - - -
444.98 168.21 3.85 3.89 0.53 621.46

* Payables not due includes provision for expenses as well.

362
 Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

25 Other financial liabilities 31 March 2023 31 March 2022 31 March 2021

Interest accrued but not due on loan 1.04 0.24 0.23
Payable for purchase of fixed assets 2.72 32.88 11.97
Employee benefits payable 95.53 100.77 92.46
Payable to contract employees 6.29 8.04 6.91
Other financial liabilities - 1.65 1.42
Total other financial liabilities 105.58 143.58 112.99

26 Other current liabilities 31 March 2023 31 March 2022 31 March 2021

Statutory due payable 103.44 89.10 43.08
Advance from customer 113.38 54.46 66.49
Other payable 0.10 1.32 1.25
Total other current liabilities 216.92 144.88 110.82

27 Current tax liabilities (net) 31 March 2023 31 March 2022 31 March 2021

Provision for income tax tax payable [Net of advance tax]

Current - 1.13 19.09
Total current tax liabilities - 1.13 19.09

363
 Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

28 Revenue from operations March 31, 2023 31 March 2022 31 March 2021

Revenue from contracts with customers

-Sale of goods 5,495.60 4,533.30 3,814.20
-Sale of services 162.17 145.15 60.40
5,657.76 4,678.45 3,874.60
Other operating revenue 37.64 24.05 24.96
Total revenue from operations 5,695.40 4,702.50 3,899.56

29 Other income March 31, 2023 31 March 2022 31 March 2021

n fixed deposits designated

Interest
as amortized
on fixedcost
deposits designated as amortized cost 40.91 26.80 40.16
Interest income on security deposits and others 0.18 2.62 1.39
Compensation received 5.50 -
Interest on tax refunds - - 1.92
Exchange
Foreign
gainsexchange
(net) gains (net) 28.70 16.32 -
Provision for doubtful debts written back 3.47 35.56 2.64
Public help received* 4.39 8.46 59.04
Liablity written back 3.34 - -
Gain on sale of fixed assets 2.62 - -
Miscellaneous income 13.31 6.89 20.21
Total other income 102.41 96.65 125.36

*Publlic help received includes help received from government for COVID support
-
30 Cost of material consumed
March 31, 2023 31 March 2022 31 March 2021
Inventory at the beginning of the year 865.87 543.15 451.87
Add: Purchases 2,567.54 2,336.83 1,583.66
Less: Inventory at the end of the year (1,071.49) (865.87) (543.15)
Cost of raw material consumed 2,361.91 2,014.11 1,492.38

Less: Mould development costs capitalized (11.75) (3.31) (3.72)

2,350.16 2,010.80 1,488.66

364
31 Changes in inventories of finished goods, stock-in-trade and work-in-progress -
March 31, 2023 31 March 2022 31 March 2021
Inventories at the beginning of the year
-Finished goods and stock in Trade 158.23 84.30 108.17
-Work-in-progress 251.91 158.28 145.36
410.14 242.58 253.53
Less: Inventories at the end of the year

-Finished goods and stock in Trade 217.40 158.23 84.30

-Work-in-progress 238.91 251.91 158.28
456.31 410.14 242.58

Net decrease/ (increase) (46.17) (167.56) 10.95

32 Employee benefits expense ` March 31, 2023 31 March 2022 31 March 2021

Salaries, wages, bonus and other allowances 1,186.36 1,063.04 954.99

Contribution to Provident Fund, ESI, Social Benefit Fund 161.73 150.79 140.09
Gratuity and compensated absences expenses (Refer Note 38) 10.38 15.03 18.49
Employee stock option expense 79.85 - 0.27
Staff welfare expenses 30.22 42.73 50.66
Less: Mould development costs capitalized (Employee) (17.29) (14.11) (15.30)
Total employee benefits expense 1,451.24 1,257.48 1,149.20

33 Finance costs March 31, 2023 31 March 2022 31 March 2021

Interest on borrowing from banks 32.24 19.46 18.64

Interest on delay in payment of taxes 3.02 10.30 7.76
Interest expense on lease liability 1.53 2.78 4.28
Interest on unsecured loans 0.99 0.99 0.99
Exchange difference adjusted to Borrowing Cost 13.72 0.78 0.04
Total finance costs 51.50 34.31 31.71

34 Depreciation and amortization expense March 31, 2023 31 March 2022 31 March 2021

Depreciation (Refer Note 5) 191.38 183.47 196.23

Amortization (Refer Note 7) 13.22 16.33 14.64
Total depreciation and amortization expense 204.60 199.80 210.87

365
35 Other expenses March 31, 2023 31 March 2022 31 March 2021

1 Consumption of stores and spares 52.13 37.47 23.80

2 Cost of contract labour 52.64 66.80 29.11
3 Sub-contracting charges 211.48 200.50 192.30
Testing Charges 8.09 10.22 2.23
4 Freight and forwarding charges 81.87 67.90 53.50
5 Electricity and water 210.42 149.65 113.08
6 Rent - Machinery 2.67 0.67 0.68
7 Repairs and maintenance - Others 24.00 20.43 15.52
8 Repairs and maintenance - Plant & Machinery 74.11 10.72 7.16
9 Repairs and maintenance - Buildings 4.41 1.69 0.89
9a Rates and taxes 5.97 7.13 0.71
9b Insurance 22.28 26.96 21.79
Impairment of Goodwill - - 23.14
10 Travel and conveyance 39.79 17.03 11.10
10 Bank Charges 4.81 4.63 4.26
11 Printing & Stationery 1.60 1.25 0.75
Postage and courier 26.63 20.17 21.13
12 Communication, broadband and internet expenses 8.10 6.88 6.84
14 Legal and professional charges* 7.49 21.67 7.13
15 Advertisement 23.30 8.93 16.26
16 Commission 1.90 0.30 0.65
17 Loss on sale/disposal of fixed assets 0.03 0.50 0.02
18 Foreign exchange fluctuation (net) - - 11.48
19 Warranty cost (net of reversals) 1.47 17.86 27.35
20 Expenditure towards Corporate Social Responsibility (CSR) activities 4.20 4.97 3.09
22 Miscellaneous expenses 54.37 40.79 20.96
Total other expenses 923.76 745.12 614.93
Less : Mould development costs capitalized (Expenses) (3.59) (1.71) (1.81)
920.17 743.41 613.12

*Note : The following is the break-up of Auditors remuneration (exclusive of service tax)
Auditor's remuneration March 31, 2023 31 March 2022 31 March 2021
As auditor:
Statutory audit 7.62 4.12 4.17
Reimbursement of expenses 0.01 0.01 0.01
Total 7.62 4.13 4.18

366
36 Income Tax and Deferred Tax

(A) Deferred tax relates to the following: March 31, 2023 31 March 2022 31 March 2021
Deferred tax assets
a. On Expenses provided but allowable in Income Tax on payment
31.50 27.38 28.08
basis
b. On Provision for Doubtful Debits 1.88 1.78 1.41
c. On ESOP Reserve 2.99 3.44 3.44
d. On Write down of Inventories 8.25 5.93 5.01
e. On Provisions related to costs 17.98 15.76 13.81
f. On Foreign exchange fluctuations 5.20 4.91 7.26
g. On Other Timing Differences 1.17 1.32 5.23

Total Deferred tax assets 68.96 60.52 64.24

Deferred tax liabilities

On Difference between book depreciation and tax depreciation 93.58 103.48 100.10
On Foreign Exchange gains 2.40 1.48 2.31
On Plan Assets 1.51 - -

Total Deferred tax liabilities 97.49 104.96 102.41

Deferred tax (liability) / asset, net (28.53) (44.44) (38.17)

(B) Reconciliation of deferred tax assets/ (liabilities) (net): March 31, 2023 '31 March 2022 31 March 2021

Opening balance as of 1 April (Liability) (44.44) (38.17) (43.28)

Tax (liability)/Asset recognized in Statement of Profit and Loss 15.02 (6.46) 3.53
On re-measurements gain/(losses) of post-employment benefit obligations recorded in OCI 1.75 (0.23) 0.08
FCTR (0.86) 0.42 1.50
Closing balance as at 31 March, 2023 (Liability) (28.53) (44.44) (38.17)

(C) Movement in deferred tax assets/ liabilities recognized in Statement of Profit and Loss

March 31, 2023 '31 March 2022 31 March 2021

Deferred tax charge/(Credit) on account of difference between book depreciation and tax (12.42) 5.16 (9.54)
depreciation
On Employee Benefits Provisions (4.11) (0.10) 11.32
On ESOP Reserve 2.22 - (0.08)
On Foreign Exchange Fluctuations 0.60 1.67 0.73
On Provision related to Warranty & Other Costs (4.55) (0.67) (8.81)
On Other Items 3.24 0.40 2.85
(15.02) 6.46 (3.53)

367
(D) Income tax expense March 31, 2023 31 March 2022 31 March 2021
- Income tax expense 125.30 117.64 102.09
- Income tax in respect of earlier years - (28.21) -
- Deferred tax charge / (credit) (15.02) 6.46 (3.53)
110.28 95.89 98.56

(E) Income tax (expense)/Credit charged to OCI March 31, 2023 31 March 2022 31 March 2021
Net loss/(gain) on remeasurements of defined benefit plans 1.75 (0.23) 0.08

Income tax (expense)/credit charged to OCI 1.75 (0.23) 0.08

Year ended Year ended Year ended

Reconciliation of tax charge March 31, 2023 31 March 2022 31 March 2021
Profit before tax 607.15 592.41 457.96

Income tax expense at tax rates applicable 152.81 172.51 133.36

Effect of differential tax rate of subsidiary (38.23) (42.34) (26.99)

Impact of change in tax rate on opening deferred tax (8.13) - -
Tax on Permanent Difference 3.29 (7.65) (6.28)
Tax/(Refund) relating to earlier year - (28.21) 2.96
Others 0.54 1.58 (4.49)

Actual Tax 110.28 95.89 98.56

368
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

37 Earnings per share

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to equity holders of the holding company by the weighted average number of equity shares outstanding during the year.

Diluted earnings per share amounts are calculated by dividing the profit attributable to equity holders of the holding company (after adjusting for interest on the convertible preference shares) by the weighted average number of equity shares outstanding during the year plus the
weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:
March 31, 2023 31 March 2022 31 March 2021
Profit attributable to equity & preference share holders A 468.17 470.64 347.29
Less: preference dividend after-tax B* 0.00 0.00 0.00
Profit attributable to equity holders after preference dividend C = A+B 468.17 470.64 347.29

Weighted average number of shares for basic EPS* D 3,64,62,620 3,64,62,620 3,72,54,517
Effect of dilution:
Share options E 2,26,618 43,049 23,878
Weighted average number of shares adjusted for the effect of dilution F = D+E 3,66,89,238 3,65,05,669 3,72,78,395

Basic earning per share (INR) G = C/D 12.84 12.91 9.32

Diluted earning per share (INR) H = C/F 12.76 12.89 9.32

Pursuant to the Shareholder's resolution passed at the Extra-ordinary General Meeting held on September 21, 2022 the Company has issued Bonus shares in the ratio of 1:1.
Accordingly, the calculation above reflect the effect of bonus issue of shares retrospectively for all periods presented.
Further during the financial year ended March 31, 2023, The board of directors of holidng company vide its resolution dated September 26, 2022 approved ESOPs 2022 for granting Employee Stock Options
in form of equity shares linked to the completion of a minimum period of continued employment to the eligible employees of the holding company & subsidiary companies, monitored and supervised by the
Board of Directors. The employees can purchase equity shares by exercising the options as vested at the price specified in the grant.

Pursuant to the resolution based by Board of Directors in its meeting held on July 24, 2023, 36,06,110 Compulsory Convertible Preference Share of Rs. 30 each will be converted into 70,10,278 Equity Shares
of the Company subject to consent of Members in ensuing General Meeting, such Equity Shares shall rank pari-passu in all respect with the existing Equity Shares of the Company.
This conversion will lead to decrease in the weighted average number of equity shares considered for computation of basic EPS and weighted average number of shares considered for computation for
diluted EPS dilution by 2,01,942 shares.

*Amount reported is below the rounding off threshold.

369
38 Employee benefits Employee’s gratuity fund
(A) Defined Contribution Plans March 31, 2023 31 March 2022 31 March 2021
During the year, the Company has recognized the following amounts in the Statement of Profit and Loss –
Employers’ Contribution to Provident Fund, ESI & Social benefit fund(Refer note 32) 161.73 150.79 140.09
161.73 150.79 140.09
(B) Defined benefit plans
a) Gratuity payable to employees

i) Actuarial assumptions March 31, 2023 31 March 2022 31 March 2021

Discount rate (per annum) 7.30 % to 7.45% 5.40 % to 7.2% 1.5% to 6.5%
Rate of increase in Salary 2.50% to 7% 2.60% to 7% 2.5% to 7%
Expected average remaining working lives of employees (years) 7.12 to 21.58 19.6 to 25 21 to 26
Attrition rate 4% to 12 % 6% to 19 % 10% to 19%

ii) Changes in the present value of defined benefit obligation

March 31, 2023 31 March 2022 31 March 2021

Present value of obligation at the beginning of the year 115.08 114.28 105.63
Interest cost 6.65 3.60 3.59
Current service cost 6.99 14.17 17.38
Benefits paid (11.51) (13.87) (11.42)
Actuarial (gain)/ loss on obligations 12.08 (1.40) (1.66)
Foreign currency variances(Gain)/loss 5.05 (1.70) 0.76
Present value of obligation at the end of the year 134.34 115.08 114.28

Changes in the Fair value of plan assets: March 31, 2023 31 March 2022 31 March 2021

Balance at the beginning 45.36 42.12 37.55

Expected return on plan assets 3.26 2.74 2.48
Contributions by employer 5.72 3.55 2.28
Benefits paid (3.62) (3.05) (0.32)
Actuarial Gains / (Losses) on the Plan Assets (1.23) - 0.13
Balance at the end 49.49 45.36 42.12

iii) Expense recognized in the Statement of Profit and Loss

March 31, 2023 31 March 2022 31 March 2021
Current service cost 6.99 14.17 17.38
Interest cost 6.65 3.60 3.59
Expected return on plan assets (3.26) (2.74) (2.48)
Total expenses recognized in the Statement Profit and Loss* 10.38 15.03 18.49

*Included in Employee benefits expense (Refer Note 32). Actuarial (gain)/loss of INR 11.27 million (31 March 2022 : INR (0.88), million 31 March 2021 : INR 1.55 million) is included in other comprehensive income.

370
iv) Assets and liabilities recognized in the Balance Sheet:
March 31, 2023 31 March 2022 31 March 2021
Present value of funded obligation as at the end of the year 134.34 115.08 114.28
Fair value of Plan Asset at the year end 49.49 45.36 42.12
Funded net asset / (liability) recognized in Balance Sheet* (84.85) (69.72) (72.16)
*Included in financials notes as follows

Provision for gratuity & employee benefits (Short term & Long term)( Note No
22) (90.45) (73.88) (75.40)
Plan Asset(Note No 11) 5.60 4.16 3.24
Net asset / (liability) recognized in Balance Sheet (84.85) (69.72) (72.16)

v) Expected contribution to the fund in the next year March 31, 2023 31 March 2022 31 March 2021
Gratuity - - -

vi) A quantitative sensitivity analysis for significant assumption as at 31 March 2023, 31 March 2022, 31 March 2021 is as shown below:

Impact on defined benefit obligation March 31, 2023 31 March 2022 31 March 2021

Discount rate
1% increase (41.36) (37.03) (36.35)
1% decrease 51.27 46.09 41.74

Rate of increase in salary

1% increase (51.13) 45.99 41.64
1% decrease 41.38 (37.04) (36.39)

vii) Maturity profile of defined benefit obligation

Year March 31, 2023 31 March 2022 31 March 2021

1 Year 2.14 1.21 4.53

2 to 5 Years 11.99 12.43 17.09
6 to 10 Years 20.00 14.95 18.29
More than 10 Years 86.52 77.82 26.46

371
39 Employee Stock Option Scheme (ESOP)

A The Board vide its resolution dated July 05, 2016 approved ESOP for granting Employee Stock Options in the form of Equity Shares linked to the completion of a minimum period of continued employment to the eligible employees of the holding Company monitored and
supervised by the Board of Directors. The eligible employees, including directors, for the purpose of ESOP 2016 will be determined from time to time.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year

March 31, 2023 31 March 2022 31 March 2021

Particulars
Number WAEP (Rs. Million ) Number WAEP (Rs. Million ) Number WAEP (Rs. Million )

Options outstanding at beginning of year (Vested) 1,28,031 34.97 1,28,031 34.97 88,183 24.09
Add:
Options vested during the year - - - - 39,848 10.88
Less:
Options exercised during the year - - - - - -
Options forfeited during the year* - - - - - -
Options outstanding at the end of year (Vested) 1,28,031 34.97 1,28,031 34.97 1,28,031 34.97
Options outstanding at the end of year (Vested) after bonus issue in the ratio of
1:1 2,56,062 17.49 2,56,062 17.49 2,56,062 17.49

Option exercisable at the end of year 1,28,031 34.97 1,28,031 34.97 1,28,031 34.97
Option exercisable at the end of year after bonus issue in the ratio of 1:1 2,56,062 17.49 2,56,062 17.49 2,56,062 17.49

In accordance with the above mentioned ESOP Scheme, Rs. NIL (31 March 2022 Rs. Nil, 31 March 2021 Rs. 0.27 million) has been charged to the Statement of Profit and Loss in relation to the options granted. (Refer note 32)

The options outstanding at the period ended March 31, 2023 with exercise price of Rs. 273.16 are 2,56,062 options (31 March 2022: 2,56,062, 31 March 2021: 2,56,062 options) and a weighted average remaining contractual life of all options are 1 to 4 Years.

The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the inputs to the Option pricing model used for the years ended:
March 31, 2023 31 March 2022 31 March 2021
Weighted average fair value of the options at the grant dates (Rs.) 273.16 273.16 273.16
Dividend yield (%) 2.29% 2.29% 2.29%
Risk free interest rate (%) 7.47% 7.47% 7.47%
Expected life of share options (years) 4 4 4
Expected volatility (%) 25.96% 25.96% 25.96%
Weighted average share price (Rs.) 273.16 273.16 273.16

B During the current financial year The board of holidng company vide its resolution dated September 26, 2022 approved ESOPs 2022 for granting Employee Stock Options in form of equity shares linked to the completion of a
minimum period of continued employment to the eligible employees of the holding company & subsidiary companies, monitored and supervised by the Board of Directors. The employees can purchase equity shares by exercising
the options as vested at the price specified in the grant.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the period

As at As at As at
March 31,2023 March 31,2022 March 31,2021
Particulars Number
Options outstanding at beginning of year:
Scheme A (Exercise Price: 165) - - -
Scheme B (Exercise Price: 250) - - -
Add:
Options granted during the year:
Scheme A (Exercise Price: 165) 7,44,000 - -
Scheme B (Exercise Price: 250) 1,68,000 - -
Less:
Options exercised during the year - - -

Options forfeited during the year

Scheme A (Exercise Price: 165) - - -
Scheme B (Exercise Price: 250) - - -

Options outstanding at the end of year:

Scheme A (Exercise Price: 165) 7,44,000 - -
Scheme B (Exercise Price: 250) 1,68,000 - -

Option exercisable at the end of year:

Scheme A (Exercise Price: 165) - - -
Scheme B (Exercise Price: 250) - - -

372
Scheme A represents ESOP Granted to employees of Rishabh Instruments Limited 'The Holding Company'
Scheme B represents ESOP Granted to employee of Subsidiary company of The Holding Company

In accordance with the above mentioned for ESOP Scheme A, Rs. 69.17 million and for ESOP Scheme B, Rs. 10.68 million (FY 2021-22: NIL and FY 2020-21: NIL) has been charged
to the Statement of Profit and Loss in respective periods in relation to the Employee Stock Option Scheme Compensation. Refer Note 32.
The fair value of each option is estimated on the date of grant using the Black Scholes model. The following tables list the inputs to the Option pricing model used for the years ended:

March 31, 2023 31 March 2022 31 March 2021

Vesting year- Scheme A
Weighted average fair value of the options at the grant dates (INR) 543.31 - -
Compounded Risk-Free Interest Rate (%) 7.02% - -
Number of periods to Exercise (in years) 2.75 - -
Expected volatility (%) 38.36% - -
Weighted average share price (INR) 679 - -

Vesting year- Scheme B

Weighted average fair value of the options at the grant dates (INR) 483.69 - -
Compounded Risk-Free Interest Rate (%) 7.02% - -
Number of periods to Exercise (in years) 3.25 - -
Expected volatility (%) 38.36% - -
Weighted average share price (INR) 679 - -

* Vesting in next 4 years from the date of Grant i.e 01 December, 2022.

373
40 Leases
A Leases where group is a lessee
i) Changes in the carrying value of Right-of-use Assets
Category of ROU Asset
Particulars Office Premise Land & Building Plant & Machinery Total
Balance as at 01 April, 2020 11.85 25.82 238.33 276.00
Additions 1.56 - - 1.56
Deletions - - - -
Depreciation (4.91) (19.53) (44.52) (68.96)
Foreign currency variances(Gain)/loss 0.01 0.15 7.26 7.42
Balance as at 31 March 2021 8.51 6.43 201.07 216.01
Additions 0.50 - - 0.50
Deletion - - - -
Depreciation (4.45) (1.87) (30.46) (36.78)
Foreign currency variances(Gain)/loss - (0.10) (3.23) (3.33)
Balance as at 31 March 2022 4.56 4.46 167.38 176.40
Additions 2.93 7.45 - 10.38
Deletion - - - -
Depreciation (4.13) (0.57) (26.47) (31.17)
Foreign currency variances(Gain)/loss (0.04) (1.21) 7.72 6.46
Balance as at 31 March 2023 3.32 10.13 148.62 162.07

ii) Changes in lease liabilities Category of Lease Liability

Particulars Office Premise Land & Building Plant & Machinery Total
Balance as at 01 April, 2020 13.49 30.72 173.71 217.92
Additions 2.42 0.39 2.05 4.86
Lease Payments (5.57) (21.35) (62.56) (89.48)
Foreign currency variances(Gain)/loss - 0.16 6.33 6.49
Balance as at 31 March 2021 10.34 9.92 119.53 139.79
Additions 1.07 0.06 1.24 2.37
Lease Payments (5.75) (1.92) (66.93) (74.60)
Foreign currency variances(Gain)/loss - (0.16) 0.11 (0.05)
Balance as at 31 March 2022 5.66 7.90 53.95 67.51
Additions 3.35 7.67 0.56 11.58
Lease Payments (5.50) (2.70) (41.49) (49.68)
Foreign currency variances(Gain)/loss - 0.71 0.02 0.73
Balance as at 31 March 2023 3.51 13.58 13.04 30.13

iii) Break-up of current and non-current lease liabilities March 31, 2023 31 March 2022 31 March 2021
Particulars
Current Lease Liabilities 23.96 66.92 71.31
Non-current Lease Liabilities 6.17 0.59 68.48
30.13 67.51 139.79

374
 iv) Maturity analysis of lease liabilities
Particulars March 31, 2023 31 March 2022 31 March 2021
Less than one year 23.96 66.92 71.31
One to five years 2.75 0.59 68.48
More than five years 3.42 - -
Total 30.13 67.51 139.79

v) Amounts recognised in statement of Profit and Loss account

Particulars March 31, 2023 31 March 2022 31 March 2021
Interest on Lease Liabilities 1.53 2.78 4.28
Depreciation on ROU Assets (31.17) 36.78 68.96

(vi) Amounts recognised in statement of Cash Flows

Particulars March 31, 2023 31 March 2022 31 March 2021
Total Cash outflow for leases 49.84 74.61 89.49

B Leases where group is a lessor

i) Amounts recognised for Finance Lease

Particulars March 31, 2023 31 March 2022 31 March 2021
-Finance income on the net investment in the lease 1.75 0.33 0.41

March 31, 2023 31 March 2022 31 March 2021

ii) Lease Income ( for Operating Leases) - - -

iii) Maturity analysis on lease payments receivable

Particulars March 31, 2023 31 March 2022 31 March 2021
Less than one year 1.88 1.51 1.39
One to five years 1.96 3.56 5.19
More than five years - - -

375
41 Related Party Disclosures:
(A) Names of related parties and description of relationship as identified and certified by the Company:

Subsidiary Companies:

Name of the Party

EnergySolution Labs Private Limited, India
Dhruv Enterprises Limited, Cyprus
Sifam Tinsley Instrumentation Inc., United States
Shanghai VA Instrument Co. Ltd, China
Lumel Spółka Akcyjna, Poland
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością, Poland
Sifam Tinsley Instrumentation Limited, United Kingdom
Lumel Slask, Poland

Name of related parties where control exists:

Mr. Narendra Goliya

Key Management Personnel (KMP):

Mr. Narendra Goliya (Chairman & Managing Director)
Mr. Vishal Kulkarni (Company Secretary until August 08, 2022)
Mr. Ajinkya Joglekar (Company Secretary with effect from August 08, 2022)
Mr. Anand Laddha (CFO of Subsidary)
Mr. Dinesh Musalekar (CEO of Subsidairy)
Mr. Vishal Kulkarni (CFO with effect from August 09, 2022)

Relatives of key Management Personnel :

Ms. Anushree Goliya (Daughter of Mr. Narendra Goliya)
Mrs. Santosh Goliya (Wife of Mr. Narendra Goliya's brother)
Mrs. Asha Goliya (Wife of Mr. Narendra Goliya)
Mr. Rishabh Goliya (Son of Mr. Narendra Goliya)
Mrs. Mohini Goliya (Wife of Mr. Rishabh Goliya)

Enterprises owned or significantly influenced by key management personnel, directors or their relatives :
Shanti Instruments Private Limited, India
Narendra Rishabh Goliya (HUF), India
Agam Electricals Private Limited, India
Surnadev Electricals Private Limited, India
Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o., Poland
SARAN Spółka Z Ograniczoną Odpowiedzialnością, Poland

Other directors :
Mr. Ramakrishnan Kottekode Parappath (Non Executive & Non Independent)
Mr. Siddharth Nandkishore Bafna (Non Executive & Independent)
Mrs. Astha Ashish Kataria (Non Executive & Independent)
Mr. Rathin Kumar Banerjee (Non Executive & Independent)
Mr. Lukasz Meissner (Non Executive & Independent)
Mr. Alipt Sharma (Non Executive, Nominee & Non Independent)
Mr. Krishnan Ganeshan (Non Executive, Nominee & Non Independent)

376
(B) Transactions with related parties within the group for the year ended March 31, 2023, March 31, 2022 and March 31, 2021 are as follows:

Particulars Mar-23 Mar-22 Mar-21

A) Transactions during the year
Sale of manufactured goods
Rishabh Instruments Limited 170.47 92.19 91.11
EnergySolution Labs Private Limited 7.37 6.99 5.72
Sifam Tinsley Instrumentation Inc. 1.29 1.63 -
Shanghai VA Instrument Co. Ltd. 2.91 8.37 -
Lumel Spółka Akcyjna 34.99 31.69 26.22
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 21.52 0.66 -
Sifam Tinsley Instrumentation Limited 2.81 0.00 -

Sale of traded goods

Rishabh Instruments Limited 1.78 22.99 0.33
Lumel Spółka Akcyjna, Poland 1.29 1.44 1.18
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością - 5.60 2.27
Sifam Tinsley Instrumentation Limited - - 2.31

Sale of Services
Rishabh Instruments Limited 14.81 11.42 12.53
EnergySolution Labs Private Limited 0.06 1.96 -
Lumel Spółka Akcyjna 0.02 5.77 17.10
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością - 17.12 12.39

Sale of Fixed Assets

Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością - 0.82 -

Miscellaneous Income
Rishabh Instruments Limited - 0.38 0.36
Lumel Spółka Akcyjna 1.99 2.48 3.05
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 1.38 1.72 1.79
EnergySolution Labs Private Limited 0.66 - -

Interest Income
Dhruv Enterprises Ltd 3.84 1.35 1.97
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 1.90 1.86 0.67

Dividend Income
Dhruv Enterprises Ltd 38.23 20.63 40.27

Purchase of raw materials, components and traded goods

Rishabh Instruments Limited 22.66 28.90 17.33
EnergySolution Labs Private Limited 1.59 1.19 0.41
Sifam Tinsley Instrumentation Inc. 74.43 23.79 25.74
Shanghai VA Instrument Co. Ltd 0.22 - -
Lumel Spółka Akcyjna 53.27 60.72 40.74
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 13.98 1.12 1.72
Sifam Tinsley Instrumentation Limited 63.57 55.86 43.18

Purchase of Fixed Assets

Lumel Spółka Akcyjna - 0.82 -

377
Service Availed
Rishabh Instruments Limited - 1.96 -
Sifam Tinsley Instrumentation Inc. 0.07 0.30 0.22
Shanghai VA Instrument Co. Ltd 0.56 0.07 -
Lumel Spółka Akcyjna 21.56 18.61 22.34
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 47.89 15.15 19.26
Sifam Tinsley Instrumentation Limited 2.05 - 0.11
EnergySolution Labs Private Limited 0.03 - -

Interest expense
Sifam Tinsley Instrumentation Inc. 4.01 1.35 1.97
Lumel Spółka Akcyjna 1.90 1.86 0.67

Legal and professional fees

EnergySolution Labs Private Limited 0.09 0.06 0.10
Shanghai VA Instrument Co. Ltd - 0.13 -

Rent Paid
EnergySolution Labs Private Limited 0.36 0.38 0.36

SAP Expenses
Sifam Tinsley Instrumentation Limited - 0.01 0.00

Balances with related parties within the group as at March 31, 2023, March 31, 2022, March 31, 2021 are as follows

Particulars Mar-23 Mar-22 Mar-21

B) Closing balances as at the end of the year

Trade Receivables
Rishabh Instruments Limited 64.59 27.74 22.31
EnergySolution Labs Private Limited 1.17 8.21 5.17
Sifam Tinsley Instrumentation Inc. 0.27 - -
Shanghai VA Instrument Co. Ltd 1.44 - -
Lumel Spółka Akcyjna 7.81 11.21 6.32
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 0.40 0.76 1.38
Sifam Tinsley Instrumentation Limited 2.95 - -

Trade Payables
Rishabh Instruments Limited 3.53 11.39 5.94
EnergySolution Labs Private Limited 0.23 0.20 0.21
Sifam Tinsley Instrumentation Inc. 25.10 9.96 5.93
Shanghai VA Instrument Co. Ltd 0.34 0.47 -
Lumel Spółka Akcyjna 15.23 12.71 9.84
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością 1.47 - 3.21
Sifam Tinsley Instrumentation Limited 12.12 13.19 10.05

Loans and advances

Dhruv Enterprises Limited 24.44 25.43 30.67
Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością - 27.07 17.57
Rishabh Instruments Limited 8.38 - -

Borrowings
Sifam Tinsley Instrumentation Inc. 24.29 22.32 21.55
Lumel Spółka Akcyjna - 27.07 17.57

Interest payable
Sifam Tinsley Instrumentation Inc. 1.49 3.11 9.11

Other payable
Shanghai VA Instrument Co. Ltd 8.30 - -

378
Transactions with related parties outside the group for the year ended March 31, 2023, March 31, 2022 and March 31, 2021 are as follows

Particulars Mar-23 Mar-22 Mar-21

A) Transactions during the year
Sale of manufactured goods to
Shanti Instruments Pvt. Ltd. 8.86 9.44 5.92
SARAN Spółka Z Ograniczoną Odpowiedzialnością, Poland 0.11

Sale of traded goods to

Shanti Instruments Pvt. Ltd. 0.07 - -
SARAN Spółka Z Ograniczoną Odpowiedzialnością - - 0.05

Sale of Services to
SARAN Spółka Z Ograniczoną Odpowiedzialnością - 0.34 0.44
Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o. - - 0.32
Shanti Instruments Pvt. Ltd. 0.27 - 0.46

Miscellaneous Income from

Shanti Instruments Pvt. Ltd. 1.92 1.80 1.12

Interest Income
SARAN Spółka Z Ograniczoną Odpowiedzialnością - - 0.24

Purchase of raw materials, components and traded goods from

Shanti Instruments Pvt. Ltd. 2.33 7.85 7.20
Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o. - 0.28 -

Purchase of Fixed Assets from

Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o. 0.00 - 0.29

Lease Payments to
Mr. Narendra Goliya 2.99 2.99 2.78
Shanti Instruments Pvt. Ltd. 0.16 0.07 -
SARAN Spółka Z Ograniczoną Odpowiedzialnością 1.71 1.40 21.39

Interest expense to
SARAN Spółka Z Ograniczoną Odpowiedzialnością 4.01 4.49 0.34
Anushree Goliya 0.99 0.99 0.99

Managerial remuneration to
Key Management Personnel 44.64 37.07 32.60

ESOP Expense incurred for

Key Management Personnel 69.86 - -

Services Availed from

SARAN Spółka Z Ograniczoną Odpowiedzialnością 0.87 - 0.89
Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o. 0.34 - 0.24

Legal and professional fees paid to

Shanti Instruments Pvt. Ltd. - 0.02 -
Mr. Ramakrishnan Kottekode Parappath 0.40 0.30 0.28
SARAN Spółka Z Ograniczoną Odpowiedzialnością - - 0.69

Employee benefit expenses paid to

Rishabh and Mohini Goliya 2.53 2.53 2.18

Sitting Fees paid to Directors 2.24 1.52 1.66

379
 Balances with related parties outside the group as at March 31, 2023, March 31, 2022, March 31, 2021 are as follows
Particulars Mar-23 Mar-22 Mar-21
B) Closing balances as at the end of the year

Trade Receivables from

SARAN Spółka Z Ograniczoną Odpowiedzialnością 0.03 - -
Shanti Instruments Pvt. Ltd. 9.10 4.60 4.58

Trade Payables to
Shanti Instruments Pvt. Ltd. 1.71 2.95 2.29
SARAN Spółka Z Ograniczoną Odpowiedzialnością 2.47 1.09 -
Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o. - 0.03 0.01

Borrowings from
SARAN Spółka Z Ograniczoną Odpowiedzialnością 157.39 163.04 220.06
Ms Anushree Goliya 9.00 9.00 9.00
Remuneration payable
Payable to KMP 3.06 5.62 5.33
Payable to relative of KMP 0.51 0.44 0.39

42 Segment Reporting
The Group's is engaged in designing, development and manufacturing of test and measuring instruments and industrial control prodcuts. Based on similarity of activities/products, risk and reward structure, organisation structure and internal reporting systems, the Group has
structured its operations into single operating segment; however based on the geographic distribution of activities, the chief operating decision makeer identified Asia, USA, Europe(other than Poland), Poland & others as reportable geographical segments

Revenue from customer 31 March 2023 31 March 2022 31 March 2021

Asia 1,403.85 1,054.47 1,042.24
USA 273.48 248.01 176.20
Europe( Other than Poland) 2,815.47 1,890.66 1,634.35
Poland 1,172.05 1,043.00 716.10
Other 30.55 466.36 330.67
Total revenue 5,695.40 4,702.50 3,899.56

The revenue information above is based on the locations of the customers

Non current assets * 31 March 2023 31 March 2022 31 March 2021

Asia 601.62 635.72 577.76
USA 6.93 0.92 2.18
Europe( Other than Poland) 3.63 3.40 3.92
Poland 1,750.46 1,650.01 1,693.42
Total 2,362.64 2,290.04 2,277.28
* As defined in Paragraph 33(b) of Ind AS 108 " Operating Segments " non current assets excludes deferred tax assets, post employment benefits & Financial instruments

380
43 Financial risk management objectives and policies

The Group is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity risk. The group's risk management is coordinated by the Board of Directors and focuses on securing long term and short term cash flows. The group does not
engage in trading of financial assets for speculative purposes.

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk
include borrowings. The Group have certain debt obligations with floating interest rates.
The sensitivity analysis in the following sections relate to the position as at March 31, 2023, March 31, 2022 and March 31, 2021.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and the proportion of financial instruments in foreign currencies are all constant.

The analysis exclude the impact of movements in market variables on the carrying values of gratuity and other post retirement obligations and provisions.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The group exposure to the risk of changes in market interest rates relates primarily to the group’s long-term debt obligations
with floating interest rates.
The group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

Interest rate sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings. With all other variables held constant, the group's profit before tax is affected through the impact on floating rate borrowings, as follows:

Increase/ (decrease) Effect on profit

Interest Rate Sensitivity in basis points before tax

2022-23 100 10.83

(100) (10.83)

2021-22 100 10.77

(100) (10.77)

2020-21 100 12.41

(100) (12.41)

381
(ii) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group exposure to the risk of changes in foreign exchange rates relates primarily to the group operating activities (when
revenue or expense is denominated in a foreign currency) and borrowings of the Company.

31 March 2023 31 March 2022 31 March 2021

Nature of Exposure Currency Amount in F.C. Amount in INR Amount in F.C. Amount in INR Amount in F.C. Amount in INR
Trade Receivables USD 0.90 74.21 1.01 76.22 0.85 61.90
EUR 8.66 773.47 5.34 447.76 4.23 363.19
GBP 0.09 9.58 0.04 4.17 0.08 7.95
Trade Payables USD 1.07 88.07 1.08 82.61 0.73 53.88
EUR 2.97 265.76 2.09 175.28 4.47 384.08
GBP 0.00 0.00 0.00 0.12 0.00 0.37
JPY - - 24.84 15.63 0.09 0.06
RMB - - - - 0.09 1.06
CHF - - - - - -
Borrowings USD - - - - - -
EUR 9.46 845.75 8.20 693.24 7.75 668.69
- - - - -
EEFC USD 0.51 42.30 0.17 12.71 0.06 4.05
EUR 0.00 0.08 0.00 0.25 0.00 0.00
GBP - - - - - -

Leasing payables USD - - - - - -

EUR 0.08 7.28 0.64 53.91 1.39 119.28
GBP - - - - - -

Foreign currency sensitivity

The following table demonstrates the sensitivity to a reasonably possible change in the USD, EUR, GBP exchange rate (or any other material currency), with all other variables held constant, of the group’s profit before tax (due to changes in the fair value of monetary assets and
liabilities). The group's exposure to foreign currency changes for all other currencies is not material.

Sensitivity

Year Change in USD rate Effect on profit before tax

In Million INR
31 March 2023 5% (1.42)
-5% 1.42

31 March 2022 5% 0.32

-5% (0.32)

31 March 2021 5% 0.61

-5% (0.61)

382
 Year Change in EUR rate Effect on profit before tax
In Million INR
31 March 2023 5% (17.26)
-5% 17.26

31 March 2021 5% (21.99)

-5% 21.99

31 March 2021 5% (11.08)

-5% 11.08

Year Change in GBP rate Effect on profit before tax

In Million INR
31 March 2023 5% 0.48
-5% (0.48)

31 March 2022 5% 0.20

-5% (0.20)

31 March 2021 5% 0.38

-5% (0.38)

(B) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,
including deposits with banks and financial institutions, and statutory deposits with regulatory agencies.

Trade receivables

Customer credit risk is managed subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed taking into account their financial position, past experience and other
factors. Outstanding customer receivables are regularly monitored.

An impairment analysis is performed at each reporting date on an individual basis. The maximum exposure to credit risk at the reporting date is the carrying value of trade receivables disclosed in note 14. The group does not hold collateral as security.
The group evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. The group uses expected credit loss model to assess the
impairment loss.

Below table shows the movement in provision for credit impairment of trade receivable.

Particulars 31 March 2023 31 March 2022 31 March 2021

Opening Balance 12.96 48.52 51.16

Add: Provision made during the year - - -
Less Reversal of Provision (3.47) (35.56) (2.64)
Closing Balance 9.49 12.96 48.52

Term deposits
Credit risk from balances with banks and financial institutions is managed by the group’s treasury department in accordance with the group’s Policy. The investment of surplus funds is made in fixed deposits which are approved by the Director. The
group’s maximum exposure to credit risk for the components of the balance sheet at 31 March, 2023, 31 March 2022 & 31 March 2021 is the carrying amount illustrated in Note 11, Note 15 & Note 16.

383
(C) Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its financial obligations as they become due. The group manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Management believes
that the probability of a liquidity risk arising due to fee refund is not there.

The table below summarizes the maturity profile of the group’s financial liabilities:

31 March 2023 less than 1 year 1 to 5 years More than 5 years Total

Short term borrowings 770.19 - - 770.19

Long-term borrowings - 258.35 - 258.35
Lease payables 23.96 2.75 3.42 30.13
Trade payables 828.52 - - 828.52
Interest accrued 1.04 - - 1.04
Payable for capital purchases 2.72 - - 2.72
Employee Benefits payable(including payable to contract employees) 101.81 - - 101.81
1,728.24 261.10 3,419 1,992.77

31 March 2022 less than 1 year 1 to 5 years More than 5 years Total

Short term borrowings 629.51 - - 629.51

Long-term borrowings - 336.18 - 336.18
Lease payables 66.92 0.59 - 67.51
Trade payables 678.27 - - 678.27
Interest accrued 0.24 - - 0.24
Payable for capital purchases 32.88 - - 32.88
Employee Benefits payable(including payable to contract employees) 108.81 - - 108.81
Other financial liability 1.65 - - 1.65
1,518.28 336.77 - 1,855.05

31 March 2021 less than 1 year 1 to 5 years More than 5 years Total

Short term borrowings 464.72 - - 464.72

Long-term borrowings - 454.80 - 454.80
Lease payables 71.31 68.48 - 139.79
Trade payables 621.46 - - 621.46
Interest accrued 0.23 - - 0.23
Payable for capital purchases 11.97 - - 11.97
Employee Benefits payable(including payable to contract employees) 99.37 - - 99.37
Other financial liability 1.42 - - 1.42
1,270.48 523.28 - 1,793.76

384
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

44 Fair Value Measurement

Particular of financial instruments by category of classification:

March 31, 2023 31 March 2022 31 March 2021

Financial Asset FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost

Investment -
- Investment in associates - 2.15 - 2.08 - 1.88
Security Deposit (Current + Non Current) - 14.76 - 16.58 - 10.57
Fixed deposit accounts with maturity for more than 12 months - - - 28.37 - 15.00
Trade receivables - 1,209.04 - 799.79 - 683.15
Cash and cash equivalents - 665.65 - 462.41 - 543.25
Bank balances other than cash and cash equivalent - 394.87 - 588.88 - 635.96
Interest accrued on fixed deposits - 9.45 - 8.38 - 11.15
Loans - - - - - -
Lease receivable (Current + Non Current) - 3.84 - 5.07 - 6.58
Other receivable - - 0.33 - 4.77
Total Financial Asset - 2,299.76 - 1,911.89 - 1,912.31

March 31, 2023 31 March 2022 31 March 2021

Financial Liabilities FVTPL Amortised Cost FVTPL Amortised Cost FVTPL Amortised Cost

Borrowings (including current maturities of long term borrowings and

1,028.55 965.69 919.52
short term borrowings) - - -
Trade Payable - 828.52 - 678.27 - 621.46
Interest accrued - 1.04 - 0.24 - 0.23
Payable for purchase of fixed asset - 2.72 - 32.88 - 11.97
Lease Liabilities - 30.13 - 67.51 - 139.79
Employee Benefits payable(including payable to contract employees) - 101.81 - 108.81 - 99.37
Payable for selling shareholder for investment in subsidiary - - - - - -
Other financial liabilities - - - 1.65 - 1.42
Total Financial Liabilities - 1,992.78 - 1,855.05 - 1,793.76

45 Fair value hierarchy

The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
•Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

a No financial assets/liabilities have been designated at FVTPL.

b Fair Value of financial assets and liabilities measured at amortised cost

The fair value of other current financial assets, cash and cash equivalents(including term deposit) trade receivables, trade payables, lease receivable short-term borrowings, lease liabilities and other financial liabilities
approximate the carrying amounts because of the short term nature of these financial instruments.

The amortized cost using effective interest rate (EIR) of non-current financial assets consisting of security deposit , term deposits with more than 12 months and Non current lease receivable and in case of non current
financial liabilities consisting of long term borrowings , non current lease liability are not significantly different from the carrying amount.

385
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

46 Capital management
For the purpose of the group’s capital management, capital includes issued equity capital, convertible preference shares, share premium and all other equity reserves attributable to the equity holders. The primary
objective of the group’s capital management is to maximize the shareholder value and to ensure the group's ability to continue as a going concern.

The group monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. Total debt comprises of non-current borrowing which represents, term loan & other loans and current
borrowing represent cash credit, loan form related party & working capital loan. The group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets.

31 March 2023 31 March 2022 31 March 2021

Equity 4,010.31 3,404.88 2,992.60
Total equity (i) 4,010.31 3,404.88 2,992.60
Borrowings and lease liabilities 1,058.68 1,033.20 1,059.31
Less: cash and cash equivalents (665.65) (462.41) (543.25)
Total debt (ii) 393.03 570.79 516.06
Overall financing (iii) = (i) + (ii) 4,403.34 3,975.66 3,508.65
Gearing ratio (ii)/ (iii) 0.09 0.14 0.15

No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2023, year ended 31 March 2022 & 31 March 2021.

47 Assets Pledged as Security

The carrying amounts of assets pledged as security for current and non-current borrowings are:

Particulars 31 March 2023 31 March 2022 31 March 2021

Current assets
Inventories 1,148.83 938.98 608.96
Trade receivables 1,009.67 621.48 542.58
Cash and cash equivalents
(Fixed deposits with DBS Bank India Ltd are secured) 292.29 367.29 367.29

Total Current assets pledged as security 2,450.79 1,927.75 1,518.83

Non-Current assets
Land and building 188.69 192.93 196.72
Property Plant & Equipment 466.46 562.19 640.77
Total Non-Current assets pledged as security 655.15 755.12 837.49

Total Assets pledged as security 3,105.94 2,682.87 2,356.32

The holding company has Sanctioned limit with State Bank of India has been secured by hypothecation of first charge on stock-in-trade, present and future, consisting of raw materials, goods in process of manufacturing
finished goods, and other merchandise whatsoever being movable properties and all the debts, that is, all the book debts, outstandings, monies receivables, claims, bills, invoice documents, contracts, guarantees, and
rights which are now due and owing or which may at any time hereafter during the continuance of this security becomes due and owing to the Company. The loan is also supported by first charge by way of an equitable
mortgage of industrial land and building (by deposit of title deeds).

The Holding company has taken foreign currency working capital loan and foreign currency term loan from DBS Bank India Ltd on security of its term deposits.

Lumel SA (Step down subsidiary) has taken EUR corporate investment loan obtained from ING Bank Śląski S.A., Poland on Collateral in the form of a contractual mortgage of up to PLN 25 million on Property & movable
fixed assets.

Lumel Alucast (Stepdown Subsidiary) has Sanctioned limit with ING Śląski Bank has been secured by hypothecation of first charge on stock-in-trade, present and future, consisting of raw materials, goods in process of
manufacturing finished goods, and other merchandise whatsoever being movable properties and all the debts, that is, all the book debts, outstandings, monies receivables, claims, bills, invoice documents, contracts,
guarantees, and rights which are now due and owing or which may at any time hereafter during the continuance of this security becomes due and owing to the Company. The loan is also supported by first charge by way
of an equitable mortgage of industrial land (by deposit of title deeds) and subservient charge on entire movable fixed assets and current assets (present and future) of the borrower.

386
48 Commitments

Particulars 31 March 2023 31 March 2022 31 March 2021

- The estimated amount of contracts remaining to be executed on capital account and not provided for as at 176.50 1.18 12.45

49 Contingent liabilities and contingent assets

The Group creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. Provisions are
measured at the best estimate of the expenditure required to settle the present obligation at the Balance sheet date and are not discounted to its present value.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be
made. Following are the contingent liability as at Balance Sheet Date

Particulars 31 March 2023 31 March 2022 31 March 2021

Demand notice raised by provident fund authorities in case of holding company for the period 2006-09 for provident fund payable on
A trainees’ stipend 6.08 6.08 6.08

B The Company has received legal demand notice from Ambit Energy Private Limited (the “Customer”) dated April 18, 2022, through 65.80 65.80 -
the legal counsel of the Customer claiming Rs. 65.80 million towards failure to resolve technical faults and errors in inverters
supplied by the Company to the Customer and towards commercial as well as potential business generation loss and Goodwill.

The Company replied to the legal counsel of the Customer vide its letter dated May 11, 2022, rejecting all the claims of the
Customer stating it to be unjust, illegal and with malicious intention. Further, the Company vide its letter dated August 23, 2022, to
District Court Mediation Centre, Rajkot conveyed its intention to close its participation in mediation process. Plaintiff has further
given an application to the court with oral argument to treat this as a summary suit and the next hearing is scheduled on July 27,
2023.

Contingent assets are neither recorded nor disclosed in the financial statements.

387
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

50 Capital-Work-in Progress (CWIP)

Capital-work-in progress ageing schedule

March 31, 2023
CWIP Amount in CWIP for a period of
Total
Less than 1 year 1-2 years 2-3years More than 3 years
Projects in progress 76.15 - - - 76.15
Projects temporarily suspended - - - - -

31 March 2022
CWIP Amount in CWIP for a period of
Total
Less than 1 year 1-2 years 2-3years More than 3 years
Projects in progress 51.34 - - - 51.34
Projects temporarily suspended - - - - -

31 March 2021
CWIP Amount in CWIP for a period of
Total
Less than 1 year 1-2 years 2-3years More than 3 years
Projects in progress 20.69 - - - 20.69
Projects temporarily suspended - - - - -

51 Disclosure on Benami Property

The group do not have any Benami property, where any proceeding has been initiated or pending against the group for holding any Benami property.

52 Reconciliation of quarterly returns or statements of current assets filed by the holding company with banks or financial institutions

March 31, 2023

Amount as reported
Particulars of Securities
Name of bank Amount as per in Amount of
Quarter Provided Remarks
books of account the quarterly return/ difference
statement
Trade Receivables 326.41 326.41 -
Jun-22 State Bank of India Trade Payables 175.12 177.71 (2.59)
Inventories 615.99 577.17 38.83 The difference is due to the submission
Trade Receivables 313.15 371.88 (58.73) to the Banks were made before financial
Sep-22 State Bank of India reporting closure
Trade Payables 290.99 221.74 69.25
process.
Inventories 755.15 679.03 76.12
Trade Receivables 345.52 345.52 -
[Accounts Payable amount does not
Dec-22 State Bank of India Trade Payables 180.15 178.25 1.90
includes Provision for expense & Trade
Inventories 675.12 675.12 0.00 receivable are reprted to the bank only
Trade Receivables 373.11 410.50 (37.40) upto the age of 90 days]
Mar-23 State Bank of India Trade Payables 251.59 206.63 44.96
Inventories 752.94 652.25 100.70

388
 31 March 2022
Amount as reported
Particulars of Securities Amount as per in
Name of bank Amount of
Quarter Provided books of account the quarterly return/ Remarks
difference
statement

Trade Receivables 246.17 252.53 (6.36)

Jun-21 State Bank of India Trade Payables 115.08 109.29 5.79
Inventories 427.73 423.35 4.38
Trade Receivables 243.16 252.98 (9.82)
Sep-21 State Bank of India Trade Payables 103.39 101.26 2.13 The difference is due to the submission
Inventories 460.10 455.78 4.32 to the Banks were made before financial
Trade Receivables 252.09 255.24 (3.15) reporting closure
Dec-21 State Bank of India Trade Payables 131.44 131.22 0.22 process.
Inventories 531.86 527.32 4.54
Trade Receivables 204.79 219.93 (15.14)
Mar-22 State Bank of India Trade Payables 233.56 203.84 29.72
Inventories 608.74 564.72 44.02

31 March 2021
Amount as reported
Particulars of Securities Amount as per in
Name of bank Amount of
Quarter Provided books of account the quarterly return/ Remarks
difference
statement

Trade Receivables 237.32 239.39 (2.07)

Jun-20 State Bank of India Trade Payables 56.23 54.90 1.33
Inventories 377.66 372.64 5.02
Trade Receivables 240.81 242.23 (1.42)
Sep-20 State Bank of India Trade Payables 64.64 60.72 3.92 The difference is due to the submission
Inventories 363.19 358.20 4.99 to the Banks were made before financial
Trade Receivables 226.73 229.86 (3.13) reporting closure
Dec-20 State Bank of India Trade Payables 90.30 86.99 3.31 process.
Inventories 365.45 360.57 4.88
Trade Receivables 243.83 256.89 (13.06)
Mar-21 State Bank of India Trade Payables 179.23 155.47 23.76
Inventories 394.54 369.83 24.71

53 Wilful Defaulter

The group has not being declared as wilful defaulter by any bank or financials institution or any government authority

54 Relationship with Struck off Companies under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,
The group do not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956,

55 Compliance with number of layers of companies

The group have complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

56 Utilisation of Borrowed funds and share premium:

(i) The group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a)directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(b)provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(ii) The group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:
(a)directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b)provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

389
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

57 Statutory Group Information

Net Assets, i.e., total assets minus

Share in profit and loss Share in other Comprehensive income Share in total Comprehensive income
total liabilities
As % of
Name of the entity in the group As % of
As % of As % of consolidated
consolidated total
consolidated INR consolidated profit INR other INR INR
comprehensive
net assets and loss comprehensive
income
income
Parent
Rishabh Instruments Limited
Balance as at 31 March, 2021 68.95% 2,063.33 38.87% 134.98 7.40% 1.52 37.11% 136.50
Balance as at 31 March, 2022 63.63% 2,166.53 21.84% 102.77 -1.19% 0.43 23.76% 103.20
Balance as at 31 March, 2023 60.65% 2,432.35 39.89% 186.76 -1.04% (0.74) 34.48% 186.02

Subsidiaries
Indian
1 EnergySolution Labs Private Limited
Balance as at 31 March, 2021 0.32% 9.63 1.91% 6.63 0.00% - 1.80% 6.63
Balance as at 31 March, 2022 0.57% 19.27 2.05% 9.65 0.00% - 2.22% 9.65
Balance as at 31 March, 2023 0.40% 16.10 -0.68% (3.17) 0.00% - -0.59% (3.17)

Foreign
1 Dhruv Enterprises Limited, Cyprus
Balance as at 31 March, 2021 29.73% 889.78 8.74% 30.35 222.30% 45.66 20.66% 76.01
Balance as at 31 March, 2022 26.03% 886.28 3.64% 17.14 -69.33% 25.17 9.74% 42.31
Balance as at 31 March, 2023 24.39% 978.03 6.88% 32.19 83.66% 59.70 17.03% 91.89
2 Sifam Tinsley Instrumentation Inc., USA
Balance as at 31 March, 2021 -0.47% (14.17) -1.04% (3.61) -12.95% (2.66) -1.70% (6.27)
Balance as at 31 March, 2022 -0.33% (11.16) 0.75% 3.53 11.89% (4.32) -0.18% (0.79)
Balance as at 31 March, 2023 -0.13% (5.37) 1.66% 7.76 -2.22% (1.59) 1.14% 6.18
3 Lumel Spółka Akcyjna, Poland
Balance as at 31 March, 2021 11.57% 346.11 10.74% 37.30 -13.90% (2.86) 9.36% 34.44
Balance as at 31 March, 2022 13.44% 457.68 24.46% 115.13 -2.64% 0.96 26.73% 116.08
Balance as at 31 March, 2023 14.58% 584.56 16.44% 76.97 20.68% 14.76 17.00% 91.73
4 Lumel Alucast Spółka Z Ograniczoną Odpowiedzialnością, Poland
Balance as at 31 March, 2021 43.45% 1,300.31 51.49% 178.82 43.48% 8.93 51.04% 187.75
Balance as at 31 March, 2022 43.25% 1,472.57 46.85% 220.51 46.40% (16.85) 46.89% 203.66
Balance as at 31 March, 2023 42.99% 1,724.23 38.87% 181.98 98.09% 69.99 46.70% 251.97
5 Sifam Tinsley Instrumentation Limited, UK
Balance as at 31 March, 2021 0.71% 21.24 3.54% 12.31 21.07% 4.33 4.52% 16.64
Balance as at 31 March, 2022 1.63% 55.62 10.19% 47.96 -8.98% 3.26 11.79% 51.22
Balance as at 31 March, 2023 2.22% 89.21 8.96% 41.93 3.41% 2.43 8.22% 44.36
6 Shanghai VA Instruments Co. Ltd, China
Balance as at 31 March, 2021 1.07% 31.91 6.45% 22.38 -5.36% (1.10) 5.79% 21.28
Balance as at 31 March, 2022 1.24% 42.29 2.19% 10.33 5.33% (1.94) 1.93% 8.39
Balance as at 31 March, 2023 0.55% 22.10 -4.19% (19.60) 1.53% 1.09 -3.43% (18.51)

Less: Share of Non-controlling interests in all subsidiaries

Balance as at 31 March, 2021 -0.96% (28.66) -3.49% (12.11) -9.98% (2.05) -3.85% (14.16)
Balance as at 31 March, 2022 -1.65% (56.12) -5.50% (25.88) 4.35% (1.58) -6.32% (27.46)
Balance as at 31 March, 2023 -1.92% (76.85) -6.13% (28.70) -1.03% 1.22 -5.09% (27.48)

Associates
Foreign
1 Przedsiebiorstwo Wdrozeniowe INMEL Sp. z o.o.
Balance as at 31 March, 2021 0.06% 1.88 0.10% 0.33 0.00% 0.00 0.09% 0.33
Balance as at 31 March, 2022 0.06% 2.08 0.04% 0.20 0.00% 0.00 0.05% 0.20
Balance as at 31 March, 2023 0.05% 2.15 0.02% 0.09 0.00% 0.00 0.02% 0.09

Adjustments arising out of consolidation & intercompany elimination

Balance as at 31 March, 2021 -54.43% (1,628.75) -17.30% (60.10) -152.06% (31.23) -24.83% (91.33)
Balance as at 31 March, 2022 -47.88% (1,630.16) -6.52% (30.69) 114.16% (41.45) -16.61% (72.13)
Balance as at 31 March, 2023 -43.79% (1,756.21) -1.72% (8.05) -105.81% (75.50) -15.49% (83.55)

Balance as at 31 March, 2021 100.00% 2,992.60 100.00% 347.29 100.00% 20.54 100.00% 367.83
Total Balance as at 31 March, 2022 100.00% 3,404.88 100.00% 470.64 100.00% (36.30) 100.00% 434.34
Balance as at 31 March, 2023 100.00% 4,010.31 100.00% 468.17 97.26% 71.35 100.00% 539.52

390
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

58 A Effect of Ind AS adoption on the Balance Sheet

Reconciliation of Balance Sheet as on 31 March, 2023

Restatement
Notes Ind AS Restated IND AS
adjustment
ASSETS
Non-current assets
Property, Plant and Equipment 5 1,925.97 - 1,925.97
Capital work-in-progress 6 76.15 - 76.15
Goodwill 8 213.42 - 213.42
Other intangible assets 7 52.71 - 52.71
Financial assets 0 - 0.00
Investments 9 2.15 - 2.15
Other financial assets 10 6.79 - 6.79
Deferred Tax Asset 36 21.19 - 21.19
Other non-current assets 11 93.20 - 93.20

Total non-current assets 2,391.58 - 2,391.58

Current assets
Inventories 12 1,535.06 - 1,535.06
Financial assets -
Trade receivables 13 1,209.04 - 1,209.04
Cash and cash equivalents 14 665.65 - 665.65
Bank balances other than cash and cash equivalent 15 394.87 - 394.87
Other financial assets 16 21.47 - 21.47
Current tax assets (net) 17 8.70 - 8.70
Other current assets 18 262.91 - 262.91

Total current assets 4,097.70 - 4,097.70

Total assets 6,489.28 - 6,489.28

EQUITY AND LIABILITIES

Equity
Equity share capital 19(A) & 19(B) 292.50 - 292.50
Instruments entirely equity in nature 19(C) 108.18 - 108.18
Other equity 20 3,609.63 - 3,609.63

Equity attributable to equity holders of parent 4,010.31 - 4,010.31

Non-Controlling Interest 77.17 - 77.17

Total equity 4,087.48 - 4,087.48

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 258.35 - 258.35
Lease Liabilities 40 6.17 - 6.17
Deferred tax liabilities (net) 36 49.71 - 49.71
Provisions 22 81.84 - 81.84

Total non-current liabilities 396.07 - 396.07

Current liabilities
Financial liabilities
Borrowings 23 770.19 - 770.19
Lease Liabilities 40 23.96 - 23.96
Trade payables 24 - 0.00
i)total outstanding dues of micro enterprises and small enterprises 53.90 - 53.90
ii)total outstanding dues of creditors other than micro enterprise
and small enterprise 774.62 - 774.62
Other financial liabilities 25 105.58 - 105.58
Other current liabilities 26 216.92 - 216.92
Provisions 22 60.56 - 60.56
Current tax liabilities (net) 27 - - 0.00

Total current liabilities 2,005.73 - 2,005.73

Total liabilities 2,401.80 - 2,401.80

Total equity and liabilities 6,489.28 - 6,489.28

391
Reconciliation of Balance Sheet as on 31 March 2022

Restatement
Notes Ind AS Restated IND AS
adjustment
ASSETS
Non-current assets
Property, Plant and Equipment 5 1,943.54 - 1,943.54
Capital work-in-progress 6 51.34 - 51.34
Goodwill 8 210.57 - 210.57
Other intangible assets 7 42.02 - 42.02
Financial assets 7 0.00 - 0.00
Investments 0 2.08 - 2.08
Other financial assets 9 34.62 - 34.62
Deferred Tax Asset 10 17.32 - 17.32
Other non-current assets 36 12.11 - 12.11

Total non-current assets 2,313.60 - 2,313.60

Current assets
Inventories 12 1,284.17 - 1,284.17
Financial assets
Trade receivables 13 799.79 - 799.79
Cash and cash equivalents 14 462.41 - 462.41
Bank balances other than cash and cash equivalent 15 588.88 - 588.88
Loans 16 0.00 - 0.00
Other financial assets 16 24.11 - 24.11
Current tax assets (net) 17 4.95 - 4.95
Other current assets 18 161.01 - 161.01

Total current assets 3,325.32 - 3,325.32

Total assets 5,638.92 - 5,638.92

EQUITY AND LIABILITIES

Equity
Equity share capital 19(A) & 19(B) 146.25 - 146.25
Instruments entirely equity in nature 19(C) 108.18 - 108.18
Other equity 20 3,150.45 - 3,150.45

Equity attributable to equity holders of parent 3,404.88 - 3,404.88

Non-Controlling Interest 56.10 - 56.10

Total equity 3,460.98 - 3,460.98

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 336.18 - 336.18
Lease Liabilities 40 0.59 - 0.59
Deferred tax liabilities (net) 36 61.76 - 61.76
Provisions 22 70.79 - 70.79

Total non-current liabilities 469.32 - 469.32

Current liabilities
Financial liabilities
Borrowings 23 629.51 - 629.51
Lease Liabilities 40 66.92 - 66.92
Trade payables 24 - 0.00
i)total outstanding dues of micro enterprises and small enterprises 39.09 - 39.09
ii)total outstanding dues of creditors other than micro enterprise
and small enterprise 639.18 - 639.18
Other financial liabilities 25 143.58 - 143.58
Other current liabilities 26 144.88 - 144.88
Provisions 22 44.33 - 44.33
Current tax liabilities (net) 27 1.13 - 1.13

Total current liabilities 1,708.62 - 1,708.62

Total liabilities 2,177.94 - 2,177.94

Total equity and liabilities 5,638.92 - 5,638.92

392
Reconciliation of Balance Sheet as on 31 March 2021

Restatement
Notes Ind AS Restated IND AS
adjustment
ASSETS
Non-current assets
Property, Plant and Equipment 5 1,980.76 - 1,980.76
Capital work-in-progress 6 20.69 - 20.69
Goodwill 8 211.62 - 211.62
Other intangible assets 7 51.19 - 51.19
Financial assets 7 0.00 - 0.00
Investments 0 1.88 - 1.88
Other financial assets 9 23.08 - 23.08
Deferred Tax Asset 10 15.45 - 15.45
Other non-current assets 36 16.26 - 16.26

Total non-current assets 2,320.93 - 2,320.93

Current assets
Inventories 12 794.14 - 794.14
Financial assets
Trade receivables 13 683.15 - 683.15
Cash and cash equivalents 14 543.25 - 543.25
Bank balances other than cash and cash equivalent 15 635.96 - 635.96
Loans 16 0.00 - 0.00
Other financial assets 16 24.99 - 24.99
Current tax assets (net) 17 1.28 - 1.28
Other current assets 18 116.00 - 116.00

Total current assets 2,798.77 - 2,798.77

Total assets 5,119.70 - 5,119.70

EQUITY AND LIABILITIES

Equity
Equity share capital 19(A) & 19(B) 146.25 - 146.25
Instruments entirely equity in nature 19(C) 108.18 - 108.18
Other equity 20 2,738.17 - 2,738.17

Equity attributable to equity holders of parent 2,992.60 - 2,992.60

Non-Controlling Interest 28.65 - 28.65

Total equity 3,021.25 - 3,021.25

Liabilities
Non-current liabilities
Financial liabilities
Borrowings 21 454.80 - 454.80
Lease Liabilities 40 68.48 - 68.48
Deferred tax liabilities (net) 36 53.62 - 53.62
Provisions 22 71.75 - 71.75

Total non-current liabilities 648.65 - 648.65

Current liabilities
Financial liabilities
Borrowings 23 464.72 - 464.72
Lease Liabilities 40 71.31 - 71.31
Trade payables 24 0.00
i)total outstanding dues of micro enterprises and small enterprises 10.16 - 10.16
ii)total outstanding dues of creditors other than micro enterprise
and small enterprise 611.30 - 611.30
Other financial liabilities 25 112.99 - 112.99
Other current liabilities 26 110.82 - 110.82
Provisions 22 49.41 - 49.41
Current tax liabilities (net) 27 19.09 - 19.09

Total current liabilities 1,449.80 - 1,449.80

Total liabilities 2,098.45 - 2,098.45

Total equity and liabilities 5,119.70 - 5,119.70

393
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

58 B Effect of Ind AS adoption on the statement of profit and loss

a) Statement of profit and loss for the year ended March 31, 2023.

Ind AS Restatement Restated Ind AS

Notes
adjustment
Income
Revenue from operations 28 5,695.40 - 5,695.40
Other income 29 102.41 - 102.41
Total income 5,797.81 - 5,797.81

Expenses
Cost of material consumed 30 2,350.16 - 2,350.16
Purchase of Stock-in-trade 259.25 - 259.25
Changes in inventories of finished goods, stock-in-trade and work-in-progress 31 (46.17) - (46.17)
Employee benefits expense 32 1,451.24 - 1,451.24
Finance costs 33 51.50 - 51.50
Depreciation and amortization expense 34 204.60 - 204.60
Other expenses 35 920.17 - 920.17
Total expenses 5,190.75 - 5,190.75

Profit for the year before share of profit of an associate and tax 607.06 - 607.06

Share of profit of an associate 0.09 - 0.09

Profit before tax 607.15 - 607.15

Tax expense
Current tax expense 36 (125.30) - (125.30)
Adjustment for earlier years 36 - - 0.00
Deferred tax 36 15.02 - 15.02
Total income tax expense (110.28) - (110.28)

Profit for the year 496.87 - 496.87

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 82.09 - 82.09
82.09 82.09

Items that will not be reclassified to profit or loss

Remeasurement of net defined benefit liability (11.27) - (11.27)
Income tax effect on these items 1.75 - 1.75
(9.53) - (9.53)

Other comprehensive income/(loss) for the year, net of tax 72.57 72.57

Total comprehensive income for the year 569.44 569.44

394
b) Statement of profit and loss for year ended 31 March 2022

Ind AS Restatement Restated Ind AS

Notes
adjustment
Income
Revenue from operations 28 4,702.50 - 4,702.50
Other income 29 96.65 - 96.65
Total income 4,799.15 - 4,799.15

Expenses
Cost of material consumed 30 2,010.80 - 2,010.80
Purchase of Stock-in-trade 128.70 - 128.70
Changes in inventories of finished goods, stock-in-trade and work-in-progress 31 (167.56) - (167.56)
Employee benefits expense 32 1,257.48 - 1,257.48
Finance costs 33 34.31 - 34.31
Depreciation and amortization expense 34 199.80 - 199.80
Other expenses 35 743.41 - 743.41
Total expenses 4,206.94 - 4,206.94

Profit for the year before share of profit of an associate and tax 592.21 - 592.21

Share of profit of an associate 0.20 - 0.20

Profit before tax 592.41 - 592.41

Tax expense
Current tax expense 36 (117.64) - (117.64)
Adjustment for earlier years 36 28.21 - 28.21
Deferred tax 36 (6.46) - (6.46)
Total income tax expense (95.89) - (95.89)

Profit for the year 496.51 - 496.51

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations (35.38) - (35.38)
(35.38) (35.38)

Items that will not be reclassified to profit or loss

Remeasurement of net defined benefit liability 0.88 - 0.88
Income tax effect on these items (0.23) - (0.23)
0.65 - 0.65

Other comprehensive income/(loss) for the year, net of tax (34.73) (34.73)

Total comprehensive income for the year 461.79 461.79

395
c) Statement of profit and loss for year ended 31 March 2021

Notes Ind AS Restatement Restated Ind AS

adjustment
Income
Revenue from operations 28 3,899.56 - 3,899.56
Other income 29 125.36 - 125.36
Total income 4,024.92 - 4,024.92

Expenses
Cost of material consumed 30 1,488.66 - 1,488.66
Purchase of Stock-in-trade 62.78 - 62.78
Changes in inventories of finished goods, stock-in-trade and work-in-progress 31 10.95 - 10.95
Employee benefits expense 32 1,149.20 - 1,149.20
Finance costs 33 31.71 - 31.71
Depreciation and amortization expense 34 210.87 - 210.87
Other expenses 35 613.12 - 613.12
Total expenses 3,567.29 - 3,567.29

Profit for the year before share of profit of an associate and tax 457.63 - 457.63

Share of profit of an associate 0.33 - 0.33

Profit before tax 457.96 - 457.96

Tax expense
Current tax expense 36 (102.09) - (102.09)
Adjustment for earlier years 36 0.00 - 0.00
Deferred tax 36 3.53 - 3.53
Total income tax expense (98.56) - (98.56)

Profit for the year 359.40 - 359.40

Other comprehensive income

Items that will be reclassified subsequently to profit or loss

Exchange differences on translation of foreign operations 24.06 - 24.06
24.06 24.06

Items that will not be reclassified to profit or loss

Remeasurement of net defined benefit liability (1.55) - (1.55)
Income tax effect on these items 0.08 - 0.08
(1.47) (1.47)

Other comprehensive income/(loss) for the year, net of tax 22.59 22.59

Total comprehensive income for the year 381.99 381.99

396
Rishabh Instruments Limited (Formerly known as Rishabh Instruments Private Limited)

Annexure 6: Notes to restated consolidated financial information

(Amount in Rupees million except per share data and unless otherwise stated)

59 Corporate Social Responsibility

Particulars 31 March 2023 31 March 2022 31 March 2021

3.35 3.41 2.46

Amount required to be spent by the group during the year
Amount of expenditure incurred 4.20 4.97 3.09
Amount of shortfall for the year - - -
Amount of cumulative shortfall at the end of the year - - -

60 Undisclosed income
The Group do not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year)
in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

61 Details of Crypto Currency or Virtual Currency

The group have not traded or invested in Crypto currency or Virtual Currency during the financial year.

62 The Code on Social Security 2020

The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and post-employment, has received Presidential assent on September 28,
2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020.
However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued.
The group will assess the impact of the Code and will give appropriate impact in the financial statements in the period in which, the Code becomes effective and the related
rules to determine the financial impact are published.

63 Impact of COVID 19 Pandemic

The management has made an assessment of the impact of COVID-19 on the Group's operations, financial performance and position as at and for the period ended March 31,
2023 and has concluded that the impact is primarily on the operational aspects of the business. In making the assessment management has considered the recoverability of
trade receivables, investment and other assets and also considered the external and internal information available up to the date of approval of these financial results
including status of existing and future customer orders, cash flow projections etc and concluded that there is no significant impact which is required to be recognized in the
financial results. Accordingly, no adjustments have been made to the financial results.

64 Previous year figures have been regrouped/ reclassified to confirm presentation as per Ind AS and as required by Schedule III of the Act.

As per our report of even date

For M S K A & Associates For and on behalf of the Board of Directors
Chartered Accountants Rishabh Instruments Limited
Firm Registration Number: 105047W CIN: U31100MH1982PLC028406

Nitin Manohar Jumani Narendra Goliya P.K.Ramakrishnan Ajinkya Joglekar

Partner Chairman and Managing Director Non-Executive Director Company Secretary
Membership No: 111700 DIN: 00315870 DIN: 00304272 Membership No: A57272

Place: Pune Place: Nashik Place: Nashik Place: Nashik

Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023 Date: 24.07.2023

Vishal Kulkarni
Chief Financial Officer

Place: Nashik
Date: 24.07.2023

397
 OTHER FINANCIAL INFORMATION

The audited standalone financial statements of our Company and our material subsidiaries (Indian rupee converted
financials), Lumel SA, Lumel Alucast and Sifam UK, as identified in accordance with the SEBI ICDR Regulations
for the years ended March 31, 2023, March 31, 2022, and March 31, 2021, together with all the annexures,
schedules and notes thereto (collectively, the “Standalone Financial Statements”) are available at
https://rishabh.co.in/. Our Company is providing a link to this website solely to comply with the requirements
specified in the SEBI ICDR Regulations. The Standalone Financial Statements do not constitute, (i) a part of this
Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum,
an advertisement, an offer or a solicitation of any offer or an offer document to purchase or sell any securities
under the Companies Act, 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere
in the world. The Standalone Financial Statements and the reports thereon should not be considered as part of
information that any investor should consider in order to subscribe for or purchase any securities of our Company,
its Subsidiaries or any entity in which it or its shareholders have significant influence (collectively, the “Group”)
and should not be relied upon or used as a basis for any investment decision. None of the Group or any of its
advisors, nor any of the BRLMs or the Selling Shareholders, nor any of their respective employees, directors,
affiliates, agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from
any information presented or contained in the Standalone Financial Statements, or the opinions expressed therein.

The details of accounting ratios derived from our Restated Consolidated Financial Information required to be
disclosed under the SEBI ICDR Regulations are set forth below:
(in ₹, except share data)
Particulars For Fiscal 2023 For Fiscal 2022 For Fiscal 2021
Earnings per Equity Share
- Basic EPS (in ₹) 12.84 12.91 9.32
- Diluted EPS (in ₹) 12.76 12.89 9.32
RoNW (in %) 11.67 13.82 11.61
NAV per Equity Share (in ₹) 109.98 93.38 80.33
EBITDA (in ₹ million) 863.17 826.32 700.21
Notes:
(1) Basic earnings per share = Net profit after tax / Weighted average number of Shares outstanding during the period/year.
(2) Diluted earnings per share = Net profit after tax / Weighted average number of potential Equity Shares outstanding during the
period/year.
(3) RoNW = Profit after tax attributable to the equity Shareholders of the Company / Net worth (i.e., total equity excluding non-controlling
interest for that year)
(4) Net asset value per equity share is calculated as the Net Worth (excluding non-controlling interest) divided by the weighted average
numbers of equity share outstanding during the respective year.
(5) Pursuant to the Shareholder’s Resolution passed at the Extra-ordinary General Meeting held on September 21, 2022 the Company has
issued bonus shares in the ratio of 1:1. Hence, for the purpose of calculation of Earnings per Equity Share and Net Asset Value per
Share, the number of equity shares outstanding at the end of the respective period/year have been considered after factoring in the
aforementioned bonus issue.

Reconciliation of Restated Profit / (Loss) for the Year / Period to EBITDA, Adjusted EBITDA, EBITDA
Margin and Adjusted EBITDA Margin

Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021

Restated Profit / (Loss) for the Year / 496.87 496.52 359.40
Period (A)
Tax Expense (B) 110.28 (95.89) (98.56)
Restated Profit / (Loss) before tax 607.15 592.41 457.96
(C=A+B)
Adjustments (Less share in profit of 0.09 0.20 0.33
associate):
Add: Finance Costs (D) 51.50 34.31 31.71
Add: Depreciation and Amortization expense 204.60 199.80 210.87
(E)
Earnings before interest, taxes, 863.17 826.32 700.21
depreciation and amortization expenses
(EBITDA) (F= C+D+E)
Add: Change in fair valuation of preference Nil Nil Nil
shares (G)
Add: Employee stock option scheme (H) 79.85 Nil 0.27
Adjusted EBITDA (I=F+G+H) 943.01 826.32 700.48

398
 Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from operations (J) 5,695.40 4,702.50 3,899.56
EBITDA Margin (EBITDA as a 15.16 17.57 17.96
percentage of revenue from operations) (K
= F/J)
Adjusted EBITDA Margin (Adjusted 16.56 17.57 17.96
EBITDA as a percentage of revenue from
operations) (L=I/J)
Notes:
Adjusted EBITDA means earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or
year plus tax expense, finance cost, depreciation, amortization expenses, changes in fair value of preference shares and employee stock option
scheme.

Related Party Transactions

For details of the related party transactions for Fiscals 2023, 2022 and 2021, see “Restated Consolidated
Financial Information – Related Party Disclosures” on page 376.

399
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at March 31, 2023, derived from our Restated
Consolidated Financial Information and as adjusted for the Offer. This table below should be read in conjunction
with the sections titled “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”, on pages 31, 320 and 406, respectively.

(₹ in million, except ratios)

Particulars Pre-Offer as at March 31, As adjusted for the
2023 proposed Offer*
Borrowings
Current borrowings (I) 770.19 770.19
Non-current borrowings (including current maturity of 370.49 370.49
long term debt) (II)
Total Borrowings (A)** 1,028.54 1,028.54

Equity
Equity Share Capital^ 292.50 379.61
Instruments entirely equity in nature^ 108.18 Nil
Other equity 3,609.63 4,380.70
Total Equity (B) 4,010.31 4,760.31

Capitalisation (A) + (B) 5,038.86 5,788.85

Non-current borrowings (including current maturity 9.24 7.78

of long term debt) /equity (%)
Total borrowings/ equity (%) 25.65 21.61
^
Pursuant to resolutions of our Board dated July 24, 2023 and Shareholders dated July 25, 2023, 3,606,110 CCPS held by SACEF Holdings
II have been converted into 7,010,278 Equity Shares of ₹ 10 each. Further, pursuant to a resolution passed by our Shareholders in the EGM
held on July 25, 2023, the authorised share capital of our Company has been reclassified from ₹ 410,000,000 divided into (i) 30,181,670
Equity Shares of ₹ 10 each and (ii) 3,606,110, 0.001 % CCPS of ₹ 30 each to ₹ 410,000,000 divided into 41,000,000 Equity Shares of ₹ 10
each.
*
The corresponding post Offer capitalization data has been effected for conversion of CCPS into equity and the Fresh issue of shares at the
higher price band. No other changes have been considered.
**
Total Borrowing represents current borrowing and non-current borrowing excluding current maturity of non current borrowings.

400
 FINANCIAL INDEBTEDNESS

Our Company and our Subsidiaries avail loans in their ordinary course of business for purposes such as working
capital, business requirements and other general corporate purposes. In relation to the Offer, our Company has
obtained the necessary consents from the lenders required under the relevant loan documentation for undertaking
the Offer and activities in connection thereto. For details regarding the borrowing powers of our Board, see “Our
Management – Borrowing Powers” on page 303.

The details of aggregate indebtedness of our Company and our Subsidiaries as on May 31, 2023 are provided
below.
(in ₹ million)
Category of Borrowing Sanctioned Amount Total amount outstanding as on May 31, 2023
(to the extent
Fund based Non-fund based
applicable)
Working Capital facilities
Secured (Refer note 1 below)
Fund based 646.88 348.45 -
Non-fund based 119.17 - 80.68
Total (A) 766.05 348.45 80.68
Unsecured (Refer notes 2 and 3 below)
Fund based 179.70 179.70 -
Non-fund based - - -
Total (B) 179.70 179.70 -
Total Working Capital facilities
945.75 528.55 80.68
(A+B)
Term Loan Facilities
Secured (C1) 916.32 353.71 -
Unsecured (C2) - - -
Total term loan facilities (C=C1+C2) 916.32 353.71 -
Total borrowings (A+B+C) 1,862.07 882.26 80.68
*
As certified by Shah & Mantri, Chartered Accountants, pursuant to their certificate dated August 9, 2023.
Notes:

(1) Certain working capital sanction limits are fungible between fund and non-fund based on utilisation. Accordingly, the sanction amount
has been disclosed as non-fund based to the extent of actual utilised limit as on May 31, 2023 and remaining limit has been disclosed
as fund based limit.
(2) In the absence of specific sanction limits, outstanding amount of borrowing (including interest payable) has been considered as
sanction amount.
(3) Intra-group (i.e., between consolidated entities of the Company) loans and guarantees (including letter of credit) are not considered
hereinabove.
(4) Fund based outstanding amount mentioned hereabove, include outstanding interest payable, if any, as on May 31, 2023.
(5) Lease liabilities are not considered for the above-mentioned indebtedness information.

For details in relation to financial indebtedness of our Company, see “Restated Consolidated Financial
Information – Non-current borrowing” on page 360.

In relation to the Offer, our Company has obtained the necessary consents from the lenders, required under the
relevant loan documentation, for undertaking activities in relation to the Offer and in connection thereto.

Key terms of borrowings availed by our Company

Lenders (other than related parties): State Bank of India and DBS Bank India Limited

Instances of past defaults: There have been no instances of default in repayment of loans by our Company in the
past three Fiscals.

The details provided below are indicative and there may be additional terms, conditions and requirements under
the various borrowing arrangements entered into by our Company in respect of outstanding borrowings as on May
31, 2023.

1. Interest: The interest rate of the foreign currency working capital loans availed by the Company ranges
from 1.00% to 3.00% per annum. The interest rate of the Company’s term loan is 12 months EURIBOR
plus 1.5% per annum. The interest rate of unsecured loan from a related party availed by the Company is

401
 11.00% per annum. The interest rate of the cash credit loan availed by the Company is 9.55% per annum
and is linked to the credit assessment risk of the Company.

2. Penal Rate: The cash credit loan, working capital loans and term loan availed by us prescribe penalties
for overdue/delays/ defaults of any monies payable. Enhanced/penal rate of interest as applicable/decided
by the bank from time to time will be charged for the period of delay/default/non-compliance of the
prescribed conditions for the cash credit loan. The penal interest rate of our working capital loans is 3%
per annum over the base rate or over applicable rate, whichever is higher. The penal rate of the term loan
availed by us is 3% per annum over marginal cost of fund based lending rate or over the applicable rate,
whichever is higher.

3. Security: The cash credit loan availed by us are secured by way of hypothecation on our assets, including
stocks, semi-finished goods, finished goods, book debts, receivables and other present and future current
assets. The cash credit loan is also secured by way of equitable mortgage on the immovable property of
our Company and personal guarantee given by our Promoter. The working capital loan and term loan
availed by us are secured by way of term deposits amounting to 110% of the exposure and a charge over
the account, wherever applicable.

4. Prepayment: The cash credit loan availed by us typically allows for pre-payment of the outstanding loan
amount without payment of any prepayment penalty. The pre-payment charges of our working capital
loans is 4.00% per annum plus applicable goods and service tax (as may be revised by the lenders from
time to time) on the facility limit. There are no pre-payment charges for our term loans.

5. Repayment: The cash credit loan is repayable on demand. The working capital loans are repayable on the
applicable due dates/ or on demand. The term loan is repayable on a quarterly basis with equal instalments.

6. Events of Default: In terms of the borrowing arrangements entered into by us, the occurrence of any of
the following, among others, constitute an event of default:

a) non-payment or default of principal and/or interest due on the loan obligation;

b) change in constitution or management of our Company;
c) change in control of our Company;
d) breach of any covenant, condition, agreement or any other conditions subject to the terms of the
relevant borrowing arrangement:
e) proceedings relating to winding up, dissolution, bankruptcy and insolvency being initiated against
us;
f) any other indebtedness of our Company or any of our subsidiaries is not paid when due, or is declared
to be or is capable of being declared due and payable before it’s normal maturity or if we default
under any foreign exchange or foreign exchange options transactions (or other similar transactions)
or any derivative transaction with any other parties;
g) any deterioration or impairment of the assets underlying the security or any part of such security
which causes the security to become unsatisfactory as to character, including depreciation in the
margin, value or market price of the assets;
h) one or more events, conditions or circumstances (including any change in law) shall occur or exist
which in the reasonable opinion of the lender;
i) illegality of any obligation under the loan documentation;
j) appointment of a receiver in respect of whole or any part of the property/assets;
k) utilization of the loan for purposes other than the sanctioned purpose;
l) breach of any statements, representations, warranties, covenants or confirmations included in the
loan documentation;
m) the occurrence of any cross-default;
n) creation of any charge, mortgage, pledge, hypothecation, lien or other encumbrance over the secured
properties, including perfection of such security, without prior written consent of the lenders; and
o) any other event or material change which may have a material adverse effect on the lenders.

7. Consequences of occurrence of events of default: In terms of our borrowing arrangements, the following,
among others, are the actions which our lenders are entitled to take in case of an event of default:

a) termination of the existing facilities at their discretion;

b) automatic cancellation of the facilities that have not been drawn down/utilised;

402
 c) enforce the security over the hypothecated assets;
d) seek immediate repayment of all or part of the outstanding amounts under the respective facilities;
e) impose penal interest on the amount in default;
f) initiate legal proceedings for recovery of dues;
g) appoint a receiver; and
h) exercise all other remedies as available under applicable laws.

8. Restrictive Covenants: The facilities availed by our Company contain restrictive covenants which require
prior written consent of the lender for certain specified events or corporate actions, including:

a) change in the controlling interest, ownership or a reduction in the shareholding of the Promoter of
the Company below 51% of the paid-up equity share capital of the Company;
b) alteration or modification in the constitutional documents of our Company;
c) change in the remuneration (in terms of sitting fee, commission or otherwise) of the directors or key
managerial personnel of the Company;
d) opening of bank accounts in relation to the Offer;
e) effecting changes in the board of directors and management set up of the Company;
f) change or alter the capital structure and shareholding pattern of our Company; and
g) change the existing accounting policies/standards unless otherwise mandated by applicable laws.

Key terms of borrowings availed by our Subsidiaries

Lenders (other than related parties): ING Bank Śląski S.A. and DBS Bank (China) Limited

Instances of past defaults: There have been no instances of default in repayment of loans by our Subsidiaries in
the past three Fiscals.

The details provided below are indicative and there may be additional terms, conditions and requirements under
the various borrowing arrangements entered into by our Subsidiaries in respect of outstanding borrowings as on
May 31, 2023. For certain details of intercorporate loans and unsecured loans availed by our Subsidiaries, please
see “Restated Consolidated Financial Information – Related Party Disclosures” on page 376.

1. Interest rate: The interest rate for the working capital loans of Lumel Alucast is 1.25% plus
WIBOR/EURIBOR 1M, per annum and the interest rate of the working capital loans of Shanghai VA
typically ranges from 4.70% to 5.70% per annum. The interest rate for the term loan of Lumel SA is
variable which is determined by the lender and is based on the EURIBOR 1M rate plus the lender’s margin
of 1.38% on an annual basis. The interest rate for the term loans of Lumel Alucast is WIBOR/EURIBOR
1M rate plus lender’s margin of 1.5% on annual basis. The interest rate for the unsecured loan from a
related party availed by Lumel SA is 2.5% plus 3M WIBOR/ 2% plus 3M EURIBOR per annum, as
applicable. The interest rate for the unsecured loan from a related party availed by Dhruv Enterprises is
3% plus 3M EURIBOR to be calculated on a quarterly basis.

2. Pre-payment penalty: There is no prepayment penalty on the loans/facilities availed by the Material
Subsidiaries. In case of full loan prepayment, certain of our Subsidiaries shall pay the lender at the
prepayment date, all the interest due under the loan calculated until the day preceding the day of
prepayment. For the working capital loan availed by Shanghai VA, the lender is entitled for prepayment
indemnity to the extent of the Break Funding Cost. Break Funding Cost means (a) the amount (if any) by
which the lender should have received for the period from the date of receipt of prepaid amount to the
maturity date; exceeds (b) the amount which that the lender would be able to obtain by placing an amount
equal to the prepaid amount received by it on deposit with a leading bank for a period starting on the
business day following receipt and ending on maturity date.

3. Security: The loans availed by our Material Subsidiary, Lumel SA are secured by way of contractual
mortgage on the immoveable property of Lumel SA, assignment of rights under insurance policies of the
collateral, registered pledge on the machines and production equipment being the subject to investment,
a blank promissory note together with a promissory note agreement guaranteed by Lumel Alucast and a
power of attorney to dispose of funds accumulated on all accounts opened and maintained by the lender.
The working capital loan availed by our Material Subsidiary, Lumel Alucast are secured by way of
contractual mortgage on the immoveable property, registered pledge on inventories of materials, raw
materials, finished products, owned by the customer, stored in the warehouse assignment of rights under

403
 an insurance policies of the said collateral and , blank promissory note together with a promissory note
agreement guaranteed by Lumel SA. and power of attorney to dispose of the funds accumulated on all
current and future bank accounts maintained by the lender. The term loan availed by Lumel Alucast are
secured by way of a blank promissory note together with a promissory note agreement, blank promissory
note issued by Lumel SA with a promissory note agreement, power of attorney to dispose of the funds
accumulated on all current and future bank accounts maintained by the lender, contractual mortgage on
the immoveable property, registered pledge on the machines and production equipment purchased from
the availed loan, assignment of rights under certain insurance policies and registered pledge on the
technological line for surface assembly owned by Lumel SA. The working capital loans availed by
Shanghai V.A. has been secured by a stand by letter of credit issued by our Company in favour of DBS
Bank (China) Limited through DBS Bank India Limited.

4. Repayment: The term loan availed by our Material Subsidiary, Lumel SA are repayable in 84 monthly
instalments and unsecured loan from a related party is repayable in a single bullet payment. The term
loans availed by Lumel Alucast is repayable in 80 monthly instalments. The working capital loan availed
by Lumel Alucast is repayable as per the limit utilised. The working capital loan availed by Shanghai
V.A. are repayable in 180 days from the date of drawdown. The unsecured loan from a related party
availed by Dhruv Enterprises is repayable in four quarterly instalments.

5. Key Covenants: The terms of the borrowing arrangements entered into by our Subsidiaries provide for
covenants restricting certain corporate actions, and our Subsidiaries are required to take the prior approval
of the relevant lender before undertaking the following such corporate actions:

a) Not contract any obligations in the forms of sureties, guarantees or the obligations to pay funds in
excess of PLN 1.00 million or otherwise for a third party subject to any other legal basis;
b) Not grant any loans to third parties in excess of PLN 1.00 million annually (with exception of loans
granted between Lumel Alucast and Lumel SA);
c) The average monthly inflows to the account, calculated as the average of the previous three months,
receipts will not be less than € 0.05 for Lumel SA;
d) Throughout the tenure of the loan, the average monthly inflows to all bank accounts maintained for
the customer by the lender (with the exception of the social fund account) are not lower than 100%;
e) Providing the lender throughout the tenure, the valuation of real estate determining the market value
of the lender’s security and at least once for every three years;
f) Not to incur any financial obligations towards other financial institutions in excess of PLN 4.00
million or otherwise;
g) At the request of the lender throughout the loan period, the valuation of real estate determining the
market value of the bank's collateral, at least once for every three years;
h) inform the lender of the book value of the object of pledge as at the last day of
each calendar quarter by the 20th day of the month following the end of each quarter in case of
Lumel Alucast;
i) Not concluding any derivative transactions with other banks;
j) Provide the lender with an annual audited report of the Company within 30 days of the audited
financial statements being approved;
k) Maintain the Debt Service Coverage Ratio (DSCR) at a level not lower than 1.2 which will be
verified quarterly;
l) The ratio of equity to total assets (excluding receivables from Dhruv Enterprises Limited) to be kept
at a minimum level of 35% which will be verified quarterly;
m) Apart from investments financed by the lender, not to make any replacement investments for more
than PLN 9.00 million annually;
n) Reach the ratio of debt bearing debt to EBITDA calculated quarterly on the basis of consolidated
results of our Material Subsidiary, Lumel SA prepared for the lender in accordance with the
principles agreed in the loan agreement at a maximum level of 3 and not less than zero; and
o) Provide the lender with consolidated quarterly financial data and annual consolidated financial
statements of our Material Subsidiaries.

6. Events of default: In terms of the borrowing arrangements entered into by our Subsidiaries, the occurrence
of any of the following, among others, constitute an event of default:

a) Failure to perform or incorrect performance by Lumel Alucast or Lumel SA, of their respective
obligations under any agreement concluded with the lender or another financial institution;

404
 b) The threat of timely loan or interest repayment related to a significant deterioration of the economic
and financial situation in the opinion of the lender;
c) The property constituting the security under the loan agreement is sold or encumbered without prior
written consent of the lender;
d) Without the prior written consent of the lender, there is a change in the organizational form of the
client, to its shareholding structure or its business objects in relation to the status as at the conclusion
of the loan agreement;
e) Without the prior consent of the lender, distribution of dividend from net profit in aggregated amount
exceeding 50% of net profit from previous operating year, the dividend cannot be paid out when
debt service coverage ratio is lower than 1.2 and the debt ratio with the EBITDA is higher than 3.0;
f) Any transfer of funds to Dhruv Enterprises Limited or the Company except in cases where the bank
agrees above; and
g) Delay in payment, improper performance of obligations specified in the agreement, including those
resulting from lenders agreement, false statements, contradiction of obligations under the contract
with the law, disclosure in the national debt register, bankruptcy, recovery or restructuring
proceedings, restructuring or refinancing of debt due to financial difficulties, expiry / reduction of
the value of collateral, undermining of the lender’s rights, initiation of criminal, fiscal, enforcement
or security proceedings or other actions as a result of creditors' actions, encumbrance of assets,
significant negative changes in the client's financial situation in the opinion of the lender, cessation
of operations and liquidation.

For further details of financial and other covenants required to be complied with in relation to our borrowings, see
“Risk Factors – 61. We are subject to and are required to comply with restrictive covenants under our financing
agreements, including if we draw down amounts pursuant to such agreements” on page 73.

405
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations, and
our assessment of the factors that may affect our prospects and performance in future periods, together with our
Restated Consolidated Financial Information for Fiscals 2023, 2022 and 2021, including the notes thereto and
reports thereon, each included in this Prospectus. Unless otherwise indicated or the context otherwise requires,
the financial information for Fiscals 2023, 2022 and 2021included herein is derived from the Restated
Consolidated Financial Information, included in this Prospectus, which have been prepared in accordance with
Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. For further information,
see “Financial Information” on page 320. Our financial year ends on March 31 of each year, and references to
a particular year are to the 12 months ended March 31 of that year.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Market Assessment of Electrical Automation; Metering, Control and Protection Devices; Portable Test &
Measurement Instruments; Solar String Inverters; and Aluminium High-Pressure Die-casting: Global and India”
dated July 19, 2023 (the “F&S Report”) prepared and released by Frost & Sullivan (India) Private Limited and
commissioned and paid for by our Company in connection with the Offer. The F&S Report was made available
on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Industry%20Report%20Rishabh%20Instruments%20Ltd.pdf
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the F&S Report and included herein
with respect to any particular year refers to such information for the relevant calendar year. For further
information, see “Risk Factors –60. This Prospectus contains information from an industry report which has
been commissioned and paid for by us exclusively for the purposes of the Offer and any reliance on such
information for making an investment decision in the Offer is subject to inherent risks” on page 72. Also see,
“Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation –
Industry and Market Data” on page 16.

In this section, unless the context otherwise indicates, references to “we”, “us”, “our” and similar terms are to
our Company together with its Subsidiaries.

OVERVIEW

We are a global energy efficiency solution company focused on electrical automation, metering and measurement,
precision engineered products, et al. with diverse applications across industries including power, automotive and
industrial sectors. We supply a wide range of electrical measurement and process optimization equipment, and
are engaged in designing, developing and manufacturing, and sale of devices significantly under our own brand
across several sectors. We provide comprehensive solutions to our customers looking for cost-effective ways to
measure, control, record, analyse and optimise energy and processes through our array of products. We also
provide complete aluminium high pressure die casting solutions for customers requiring close tolerance
fabrication (such as automotive compressor manufacturers and automation high precision flow meters
manufacturers), machining and finishing of precision components. Our Company is a global leader in
manufacturing and supply of analog panel meters, and we are among the leading global companies in terms of
manufacturing and supply of low voltage current transformers (Source: F&S Report). Lumel is the most popular
brand in Poland for meters, controllers, and recorders and Lumel Alucast is one of the leading non-ferrous pressure
casting players in Europe (Source: F&S Report).

We are a vertically integrated player involved in designing, developing, manufacturing and supplying (a) electrical
automation devices; (b) metering, control and protection devices; (c) portable test and measuring instruments; and
(d) solar string inverters. In addition, we manufacture and supply aluminium high pressure die casting through
our Subsidiary, Lumel Alucast. For six years (Fiscals 2005, 2006, 2008, 2009, 2011 and 2012), the Engineering
Export Promotion Council, India, recognised us as a ‘Star Performer’ in the product group of miscellaneous
instruments and appliances (large enterprise). We also provide certain manufacturing services which include
mould design and manufacturing, EMI/EMC testing services, Electronic Manufacturing Services, and software
solutions (e.g., MARC).

Electrical automation products include energy management software, transducers and isolators, paperless
recorders (chartless) and dataloggers, temperature and humidity recorders, I/O converters and temperature

406
controllers among others. Our metering, control and protection devices consist of analog panel meters, rotary cam
switches, current transformers, shunts, digital panel meters, multifunction meters, multi-load monitoring meters,
power quality meters, power quality analyzers, power factor controllers, LV and MV relays, genset controllers,
synchronizing units, power supply and battery chargers among others. Under our portable test and measuring
instruments portfolio, we manufacture various categories of digital multimeters, digital clamp meters, digital
insulation testers, digital earth testers and environmental products such as ultrasonic level/thickness meter, digital
luxmeter, non-contact tachometers, DB meter, submarine cable fault locator among others. We also manufacture
solar string inverters in India designed for use in photovoltaic installations connected to the grid. In terms of our
aluminium high pressure die castings, we serve global automation, automotive and other industries with our in-
house designed tools (which include die casting moulds and CNC fixtures) and various post casting processes
such as high precision machining, surface treatment and heat treatment. Our product portfolio consists of over
145 product lines and 0.13 million stock keeping units as of May 31, 2023. In Fiscals 2023, 2022 and 2021, we
manufactured an aggregate of 16.21 million units, 14.02 million units and 13.35 million units of products,
respectively, across our product lines. In the last three Financial Years, i.e. Fiscals 2023, 2022 and 2021, we have
served customers in over 100 countries. We are diversified in terms of end users of our products, serving industrial
(FMCG, pharmaceutical, cement, steel, railways), power (generation, transmission and distribution, renewable
energy, oil and gas), OEM industries (transformer, motor, cable and special machine manufacturers) and new
applications (data centre, laboratories, semiconductors, consumer electronics, and building automation). We
believe that our consistent focus on innovation which is supported by our robust R&D centres provides us with
long-term growth opportunity, helps us align ourselves with the projected demand of our product segments and
market, and better position ourselves to meet the evolving requirements of our customers.

We are a technology and R&D focussed enterprise concentrating on innovation of our products, processes and
applications to add value to our customers as well as the industry. Our R&D centres in India are accredited
nationally and internationally. Our R&D centres in India, Poland and China are staffed with a team of 95 engineers
as of May 31, 2023. As a result of our consistent focus on R&D, we have been granted two patents for clamp
meters with rotary jaw mechanism and clamp meter safe trigger mechanism in India and inter alia the United
States (since 2011 and 2012 respectively), Poland and United Kingdom and three design registrations in relation
to multimeter, current and voltage transducer and power transducer in India. Further, from time to time, we have
in the past also entered into technical collaborations and technology purchases with international players through
which we believe we have gained technical proficiency and assimilated the technology in order to further develop
and improve not only products but processes as well. For instance, following a technology purchase related to the
manufacturing of solar string inverters, we further improved the solar string inverter to make it portable and added
numerous additional features such as GSM connectivity to remotely monitor and control energy generation data.
Our Manufacturing Facilities house equipment procured from various countries across the world and hold multiple
accreditations.

We manufacture all our products in-house from our five manufacturing facilities – two in India, two in Poland
and one in China. Products manufactured at all our Manufacturing Facilities (other than Poland Manufacturing
Facility II) are tested and certified by testing laboratories for certifications such as CE, ROHS, UKCA etc. In
India, both the manufacturing facilities are situated in Nashik, Maharashtra. Nashik Manufacturing Facility I is a
vertically integrated facility with end-to-end product development capabilities from concept design to testing.
Nashik Manufacturing Facility II is also a vertically integrated facility with a tool design facility. Both the Nashik
Manufacturing Facilities hold ISO 9001:2015 certification of quality management system. In Poland as well, we
have two manufacturing facilities both situated at Zielona Góra, Poland – Poland Manufacturing Facility I and
Poland Manufacturing Facility II. Poland Manufacturing Facility I is a dedicated facility for production of
electrical and electronics products. Poland Manufacturing Facility II has an aluminium die casting facility
comprising a foundry, CNC machining, post processing facility (shot blasting, powder coating, painting, washing
lines), tool shop and a laboratory. Both the Poland Manufacturing Facilities hold various accreditations including
ISO 9001:2015, ISO 14001:2015 and IATF 16949:2016. Our China Manufacturing Facility located in Shanghai,
China houses a production facility and an R&D unit and holds ISO 9001:2015 certification of quality management
system. Products manufactured at our China Manufacturing Facility are tested and certified by testing laboratories
for certifications including CE, ROHS, UKCA. Our subsidiary, ESL, focuses on developing software solutions
such as MARC, and their capabilities allow us to integrate software capabilities in our products.

Our Company was founded in 1982 by Narendra Joharimal Goliya who is our Promoter, as well as our Chairman
and Managing Director. He holds a bachelor’s degree in technology (electrical engineering) from the Indian
Institute of Technology, Bombay and a master’s degree in science from the Leland Stanford Junior University.
He has over four decades of experience in the manufacturing and electrical industry. Anchored by our 40-year
presence in India, we strategically expanded our operations to overseas markets and have acquired and/or

407
established seven foreign Subsidiaries – three in Poland, one in the United Kingdom, one in the United States of
America, one in China and one in Cyprus. Further, in September 2013, South Asia Clean Energy Fund, an India-
focused clean energy private equity fund, through its subsidiary, SACEF, acquired a stake in our Company and
currently holds 19.33 % of the pre-Offer equity share capital of our Company on a fully diluted basis. For further
details, see “Capital Structure” and “History and Certain Corporate Matters” on pages 101 and 287,
respectively.

We primarily follow a business-to-business model which is purchase order based for all our segments except
portable test and measuring instruments which is also sold on a merchant basis. We have an extensive network of
175 authorized distributors/stockists across 81 districts in India with direct sales conducted through eight sales
and marketing offices which collectively house 53 engineers and 24 sales personnel. The eight locations of our
sales and marketing offices across India are New Delhi (Delhi), Kolkata (West Bengal), Mumbai (Maharashtra),
Ahmedabad (Gujarat), Pune (Maharashtra), Chennai (Tamil Nadu), Bangalore (Karnataka) and Hyderabad
(Telangana). Apart from sales and marketing offices, we also have resident sales engineers in 10 cities across
India. Globally we have served customers in over 100 countries in the last three Financial Years, i.e. Fiscals 2023,
2022 and 2021 through five sales and marketing offices and a strong global network of 339 authorized
distributors/stockists as of May 31, 2023. Globally (outside India) our Company has over 164 authorized
distributors/stockists catering to international customers across 70 countries including Germany, the United States,
the United Kingdom, Australia, the Middle East, etc. Lumel has 15 authorized distributors/stockists in Poland and
over 20 authorized distributors/stockists outside Poland. Lumel also has resident sales engineers situated at the
UAE, Hungary, Taiwan, Spain, Germany and Cyprus. In Fiscals 2023, 2022 and 2021, the revenue generated
from our Indian operations were ₹ 1,951.10 million, ₹ 1,511.58 million and ₹ 1,257.70 million which accounted
for 34.26%, 32.14% and 32.25%, respectively, of our total revenue from operations. In Fiscals 2023, 2022 and
2021, the revenue generated from our overseas operations were ₹ 3,774.30 million, ₹ 3,190.92 million and ₹
2,641.86 million which accounted for 65.74%, 67.86% and 67.75% of our total revenue from operations,
respectively.

Our growth in revenue and profitability can be credited to our operational efficiency, which we achieve by
streamlining our operational activities and ensuring that we maintain economies of scale. Set forth below are
certain key financial information from our business.
(in ₹ million, except percentage and ratio)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from operations 5,695.40 4,702.50 3,899.56
EBITDA(1) 863.17 826.32 700.21
EBITDA margin(2) 15.16% 17.57% 17.96%
Profit/(loss) after tax 496.87 496.52 359.40
PAT margin(3) 8.57% 10.35% 8.93%
Capital expenditure 158.30 223.55 317.99
Net cash generated from operations 275.08 132.82 529.34
ROCE(4) 13.77% 15.20% 12.16%
ROE(5) 12.39% 14.58% 12.01%
Debt/equity ratio(6) 0.26 0.28 0.35
Asset turnover ratio(7) 1.12 1.17 1.27
(1)
EBITDA is earnings before interest, tax, depreciation and amortization and is calculated as the restated profit for the period or year
plus tax expense, finance cost, depreciation and amortization expenses.
(2)
EBITDA margin is the percentage of earnings before interest, tax, depreciation and amortization and is calculated as the restated profit
for the period or year plus tax expense, finance cost, depreciation and amortization expenses.
(3)
PAT margin is the percentage of the amount that remains after a company has paid off all of its operating and non-operating expenses,
other liabilities and taxes.
(4)
ROCE is calculated using two components, i.e. earnings before interest and tax and capital employed and is calculated by earnings
before interest and tax divided by total assets less current liabilities.
(5)
ROE is calculated on the basis of net profit after tax divided by shareholder’s equity and is calculated by profit after tax divided by our
net worth (share capital and other equity).
(6)
Debt/equity ratio is calculated by dividing Equity attributable to equity holders of the parent by Total Debt.
(7)
Asset turnover ratio – Considered Total Assets and Total Income.

For a detailed discussion on our financial performance, see “Financial Information” on page 320.

FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Our results of operations and financial condition are affected by several important factors including:

Effects of the COVID-19 pandemic on our results of operations

408
An outbreak of COVID-19 was recognized as a global pandemic by the WHO on March 11, 2020. In response to
the COVID-19 outbreak the governments of many countries, including India, had taken and may continue to take
preventive or protective actions, such as imposing country-wide lockdowns, restrictions on travel and business
operations and advising or requiring individuals to limit time spent outside of their homes. As a consequence of
these lockdowns, our supply chain was disrupted, large parts of our workforce were unable to attend work at our
factories, and social distancing requirements imposed further restrictions on the number of people who could work
in our production lines. A new COVID-19 variant named Omicron was detected in November 2021 and which
also caused significant supply chain disruptions.

We undertook strict implementation of social distancing norms and isolation protocols which were monitored by
our COVID-19 response team in accordance with our internal policy for management of COVID-19. The
lockdowns in India and in other countries, specifically China (due to its zero-COVID policy), caused major supply
chain disruptions in Fiscals 2021 and 2022 particularly in China, including shortages of semiconductors,
microcontrollers, cold-rolled grain-oriented steel, polycarbonate and other material and components. The
nationwide lockdown in India during March and April 2020 resulted in the full closure of our Nashik
Manufacturing Facilities for the first three weeks of Fiscal 2021, resulting in no production for that period.
Subsequent social distancing requirements also meant that significantly fewer workers were able to come into our
Nashik Manufacturing Facilities, which materially reduced our production capacity. Overall, our manufacturing
facilities were shut down for a combined period of 34 days in India in Fiscals 2021 and 2022, for a period of 12
days in Fiscal 2021 in Poland and for a period of 61 days in Fiscal 2023 in China (since the date Shanghai VA
was acquired by us) due to the COVID-19 pandemic. While our operations have resumed to full normalcy in
Fiscal 2023, there is significant uncertainty relating to the severity of long-term impact of the COVID-19
pandemic on the global economy, global financial markets and the Indian economy, accordingly, we are unable
to accurately predict the long-term impact of the COVID-19 pandemic on our business. If the COVID-19
pandemic persists, whether through the outbreak of new virus strains or otherwise, further lockdowns and travel
disruptions may occur, factory closures may be required, and we may experience lower production levels,
additional direct costs and decrease in revenue. Please also see – “Risk Factors –16. The continuing impact of
the COVID-19 pandemic on our business and operations is uncertain and it may be significant and continue
to have an adverse effect on our business, operations and our future financial performance” on page 50.

Availability and price of essential utilities and raw materials

Our business operations are heavily dependent on continuous and supply of electricity, water and gas which are
critical to our manufacturing operations. For our Nashik Manufacturing Facilities, our power requirements are
met through Maharashtra State Electricity Distribution Company Limited. Further, water is procured from the
Nashik Municipal Corporation for our Nashik Manufacturing Facilities and gas requirements at our Poland
Manufacturing Facilities are met from PGNIG Obrot Delaliczny sp. Z o.o. Our Poland Manufacturing Facility II
requires natural gas for the aluminium high-pressure die casting business. Due to the conflict between Russia and
Ukraine and sanctions imposed on Russia by the Government of Poland, Russia may shut down the supply of
natural gas to Poland. In view of the possibility of low or no availability of natural gas, the Government of Poland
may introduce certain restrictions on the consumption of natural gas wherein our Poland Manufacturing Facility
II will be required to reduce consumption of natural gas. However, our Poland Manufacturing Facility II is situated
in a region which has supply of natural gas through local distribution. Although our Poland Manufacturing Facility
II may not face the threat of total cut off, the consumption of natural gas may become extremely expensive. Such
shutdowns could, particularly if they are for prolonged periods, have an adverse effect on our business, results of
operations and financial condition. Moreover, if we are required to operate for extended periods of time on diesel-
generator sets or if we are required to source water from third parties, our cost of operations would be higher
during such period which could have an adverse impact on our profitability. Please also see – “Risk Factors –2.
We are dependent on our Poland Manufacturing Facilities and any disruption, slowdown or shutdown of our
Poland Manufacturing Facilities may restrict our operations, adversely affect our business and financial
condition and results of operations.” on page 32.

Efficient component and material purchasing is critical to our manufacturing processes and contractual
arrangements. We source components and other inputs, including printed circuit boards, cold-rolled grain-oriented
steel, polycarbonate, microprocessors/ microcontroller semiconductor chips, aluminium, copper, polycarbonate
used in our manufacturing operations, from suppliers identified by certain of our OEM customers or, in some
cases, directly from our OEM customers. We source these materials directly and they may be subject to significant
price volatility due to changes in global demand, supply disruptions and other factors. We procure polycarbonate,
Nylon 6, copper and steel on a spot purchase basis. We also require other components, such as controllers, printed

409
circuit boards and thyristor modules which are sourced from the international suppliers based on our requirements
on an on-going basis.

We source these materials directly and they may be subject to significant price volatility due to changes in global
demand, supply disruptions and other factors. While certain of our customer contracts permit quarterly or other
periodic prospective adjustments to pricing based on changes in component prices and other factors, we typically
bear the risk of component price increases that occur between any such re-pricings. Some of the products we
manufacture require components that are only available from one manufacturer. In these cases, supply shortages
will substantially curtail production using a particular component such as semiconductors, microcontrollers, cold-
rolled grain-oriented steel, copper and polycarbonate. A supply shortage may increase our costs if we are forced
to pay higher prices for components or raw materials or both, or if we have to redesign or reconfigure products to
accommodate a substitute component. When prices rise, they may impact our margins and results of operations if
we are not able to pass the increases onto our customers or otherwise offset them.

We are highly dependent on our imports of semiconductors from various geographies and in the past, we have
faced a significant shortage of semiconductors. There has been a significant amount of stockpiling of
semiconductors by OEMs in various sectors. The lockdowns and restrictions in response to the COVID-19
pandemic had affected deliveries of semiconductors from our suppliers to us. Additionally, our Nashik
Manufacturing Facility I, due to dependence on a single manufacturer of microcontrollers have also undertaken
spot purchasing of microcontrollers at high prices to maintain production of its products Further, prices of copper
and polycarbonate have undergone significant change which has increased cost of our manufactured products. We
may not be able to purchase the components and materials needed at favourable prices. Significant shortages or
delay in the supply or increase in costs of our major production inputs may adversely affect our ability to deliver
contracted volumes of manufactured products, increase our inventory carrying costs, increase our risk of exposure
to inventory obsolescence, and reduce our competitiveness. See, “Risk Factors –14. Failure to manage
component and material purchasing and shortages in the supply of our major production inputs could
adversely affect our ability to deliver contracted volumes of manufactured products, increase our inventory
carrying costs, increase our risk of exposure to inventory obsolescence and may have a material adverse effect
on our results of operations and financial condition” and “Risk Factors – 16. The continuing impact of the
COVID-19 pandemic on our business and operations is uncertain and it may be significant and continue to
have an adverse effect on our business, operations and our future financial performance” on pages 48 and 50,
respectively.

The availability and price of raw materials is subject to a number of factors beyond our control including changes
in global economic conditions, industry cycles, demand-supply dynamics and attempts by particular producers to
capture market share. Interruption of, or a shortage in the supply of, raw materials may result in our inability to
operate our production facilities at optimal capacities, leading to a decline in production and sales. In addition,
while competition for procuring raw material may result in an increase in raw material prices, our ability to pass
on such increases in overall operational costs may be limited. Furthermore, any increase in the cost of raw
materials which results in an increase in prices of our products, may reduce demand for our products and thereby
affect our margins and profitability.

Certain of our customer contracts permit quarterly or other periodic prospective adjustments to pricing based on
changes in component prices and other factors, we typically bear the risk of component price increases that occur
between any such re-pricings. Some of the products we manufacture require components that are only available
from one manufacturer. In these cases, supply shortages will substantially curtail production using a particular
component such as semiconductors, microcontrollers, cold-rolled grain-oriented steel, copper and polycarbonate.
A supply shortage may increase our costs if we have to pay higher prices for components or raw materials or both,
or if we have to redesign or reconfigure products to accommodate a substitute component. When prices rise, they
may impact our margins and results of operations if we are not able to pass the increases onto our customers or
otherwise offset them. For instance, prices of copper and polycarbonate have undergone significant change which
has increased cost of our manufactured products. We may not be able to purchase the components and materials
needed at favourable prices. Significant shortages or delay in the supply or increase in costs of our major
production inputs may adversely affect our ability to deliver contracted volumes of manufactured products,
increase our inventory carrying costs, increase our risk of exposure to inventory obsolescence, and reduce our
competitiveness. The components and inputs required for our business may not always be readily available, and
we may not obtain them in a timely manner to meet our production schedules. While there have been no shortages
in Fiscals 2023, 2021 and 2022, we have faced a significant shortage of key components and inputs, on account
of the factors discussed under “Risk Factors –16. The continuing impact of the COVID-19 pandemic on our
business and operations is uncertain and it may be significant and continue to have an adverse effect on our

410
business, operations and our future financial performance” on page 50. These shortages have had a material
and adverse effect on our manufacturing operations, quantities produced, and revenues in Fiscals 2021 and 2022.

Geographical expansion, undertaking the Expansion of Nashik Manufacturing Facility I and expanding
existing customer base

We have strategically pursued expansion into new geographies by making strategic acquisitions in Europe
(Poland), China, the United Kingdom and the United States. We propose to capitalize on our presence in India
and expand our network of stockists/distributors supported by opening up of branch offices in Tier II cities. In
addition, we propose to upgrade existing branches to include regional technical training and service centres which
will make our product offerings more accessible and allow us to provide product and application training along
with calibration and repair services as well.

In order to achieve the economies of scale in our operations to enable us to increase production of analog panel
meters, digital panel meters, multimeters, current transformers, electrical transducers and solar string inverters as
well as other products in response to the needs and timelines of our customers, we intend to continue to expand
our existing production capabilities. We propose to utilise a substantial portion of the Net Proceeds from the Offer
towards our Expansion of Nashik Manufacturing Facility I as described in detail in “Objects of the Offer” on page
124. Our expansion plans and business growth require significant capital expenditure and the dedicated attention
of our management.

Internationally, we propose to expand our sales office and distribution network to other geographies, such as
Brazil, South Africa, Peru, France, Spain, the Kingdom of Saudi Arabia etc. We also propose to sell products from
our different manufacturing locations to bring more synergy and establish product customization centres for local
customers.

Our strategies to target new customers and expand existing customer accounts, deepen our geographical footprint
and extend to markets with high entry barriers, which could be regulatory or financial, will continue to place
significant demands on our management, operational and financial resources. We may encounter difficulties as
we expand our operations, technology, sales and marketing and general and administrative functions.

Pace of R&D and technological advancements driven by industry and regulatory standards

The laws and regulations applicable to our products, and our customers’ product and service needs, change from
time to time, and regulatory changes may render our products and technologies non-compliant or obsolete. Our
ability to anticipate changes in technology and regulatory standards, understand industry trends and requirements,
changes in customer preferences and to successfully develop and introduce new and enhanced products to create
new or address unidentified needs among our current and potential customers in a timely manner, is a significant
factor in our ability to remain competitive. This depends on a variety of factors, including meeting development,
production, certification and regulatory approval schedules; execution of internal and external performance plans;
availability of supplier and internally produced parts and materials; performance of suppliers; hiring and training
of qualified personnel; achieving cost and production efficiencies; identification of emerging regulatory and
technological trends in our target end markets; validation and performance of innovative technologies; the level
of customer interest in new technologies and products; and the costs and customer acceptance of the new or
improved products. There can be no assurance that we will be able to secure the necessary technological
knowledge through our own R&D or through strategic acquisitions that will allow us to continue to develop our
product portfolio or that we will be able to respond to industry trends by developing and offering cost effective
products. We may also be required to make significant investments in R&D, which may strain our resources and
may not provide results that can be monetized.

Inorganic growth and integration of acquired businesses or entities across geographies

We have historically pursued a strategy of inorganic growth, and accordingly the integration of acquired
businesses and entities is a key factor for our business. We have steadily extended our global reach by way of
strategic acquisitions in Europe, the United Kingdom and China, and with every acquisition we worked towards
integrating our acquisitions and achieving synergies. Starting with the acquisition of Lubuskie Zakłady Aparatów
Elektrycznych “Lumel” Spółka akcyjna in Poland during Fiscal 2012, which (together with Lumel) has a 69-year
operating history, we gained a platform for further penetration particularly in Central and Eastern European
markets. Since then, we have acquired businesses in China during Fiscal 2020, through which we gained an
additional environmental TMI products portfolio, and subsequently in Poland during Fiscal 2021 we acquired a

411
division of Relpol S.A gaining a medium voltage relay offering. We propose to continue to pursue inorganic
growth opportunities in relatively larger markets and/or developed economies such as the United States, Brazil
and Turkey.

SIGNIFICANT ACCOUNTING POLICIES UNDER IND AS

The following is a brief description of the significant accounting policies adopted by us:

Basis of Preparation

The Restated Consolidated Financial Information comprise the Restated Consolidated Statement of Asset and
Liabilities as at March 31, 2023, March 31, 2022 and March 31, 2021, Restated Consolidated Statement of Profit
and Loss (including other comprehensive income), Restated Consolidated Statement of Cash Flows and Restated
Consolidated Statement of Changes in Equity for the financial years ended March 31, 2023, March 31, 2022 and
March 31, 2021 and the Summary Statement of Significant Accounting Policies and other explanatory information
(together the “Restated Consolidated Financial Information”).

The Restated Consolidated Financial Information has been specifically prepared for inclusion in the Red Herring
Prospectus and this Prospectus and has been prepared by us to comply in all material respects with the
requirements of Section 26 of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India, as
amended from time to time (the “Guidance Note”).

The Restated Consolidated Financial Information has been compiled from (i) the audited consolidated IND AS
financial statements of the Company, its Subsidiaries and its Associate (the “Group”) as at and for the Financial
Year ended March 31, 2023 prepared in accordance with Ind AS as prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India which have been approved by the Board of Directors in their board meeting
held on July 24, 2023; (ii) audited consolidated Ind AS financial statements of the Group as at and for the year
ended March 31, 2022 prepared in accordance with Ind AS as prescribed under Section 133 of the Companies
Act, 2013 read with the Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting
principles generally accepted in India which have been approved by the Board of Directors in their board meeting
held on September 21, 2022; and (iii) audited special purpose Ind AS consolidated financial statements of the
Group as at and for the Financial Year ended March 31, 2021 prepared in accordance with Ind AS as prescribed
under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India which have been approved by the
Board of Directors in their board meeting held on September 21, 2022.

The accounting policies have been consistently applied by our Company in preparation of the Restated
Consolidated Financial Information and are consistent with those adopted in the preparation of consolidated
financial statements for the Financial Year ended March 31, 2023. The Restated Consolidated Financial
Information have been prepared so as to contain information/ disclosures and incorporating adjustments set out
below in accordance with the SEBI ICDR Regulations:

a) Adjustments to the profits or losses of the earlier years and of the year in which the change in the accounting
policy has taken place is recomputed to reflect what the profits or losses of those years would have been if a
uniform accounting policy was followed in each of these years, if any;

b) Adjustments for reclassification of the corresponding items of income, expenses, assets and liabilities, in
order to bring them in line with the groupings as per the consolidated financial information of the Group for
the year ended March 31, 2023 and the requirements of the SEBI ICDR Regulations, if any; and

c) The resultant impact of tax due to the aforesaid adjustments, if any.

The Restated Consolidated Financial Information have been prepared under the historical cost convention with
the exception of certain financial assets and liabilities and share based payments which have been measured at
fair value, on an accrual basis of accounting.

412
Use of Estimates

The preparation of restated consolidated financial statements in conformity with Ind AS requires the making of
estimates and assumptions that affect the reported amount of assets and liabilities as at the balance sheet date,
reported amount of revenue and expenses for the year and disclosures of contingent liabilities as at the balance
sheet date. The estimates and assumptions used in the accompanying consolidated financial statements are based
upon the Company’s evaluation of the relevant facts and circumstances as at the date of the restated consolidated
financial statements. Actual results could differ from these estimates. Estimates and underlying assumptions are
reviewed on a periodic basis. Revisions to accounting estimates, if any, are recognized in the year in which the
estimates are revised and in any future years affected.

Property, Plant and Equipment

Property, plant and equipment are stated at historical cost less depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the cost
of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognized when replaced. All other repairs and maintenance are charged to Statement of Profit and Loss during
the year in which they are incurred. Advances paid towards the acquisition of property, plant and equipment
outstanding at each balance sheet date is classified as capital advances under other non-current assets and the cost
of assets not put to use before such date are disclosed under ‘Capital work-in-progress’.

Transition to Ind AS

On transition to Ind AS, the Group has elected to continue with the carrying value of all of its property, plant and
equipment recognized as at April 1, 2020 measured as per the Indian GAAP and use that carrying value as the
deemed cost of the property, plant and equipment.

Depreciation methods, estimated useful lives

The Group depreciates property, plant and equipment over their estimated useful lives using the straight line
method. The estimated useful lives of assets are as follows:

Property, Plant and Equipment Useful Life

Leasehold improvement* Lease period
Buildings 28 years
Plant & Machinery 10 to 20 years
Moulds 6 years
Motor Vehicle 10 years
Furniture and Fixtures 15 years
Office Equipment 6 to 20 years
*
Leasehold improvements are amortized over the lease period, which corresponds with the useful lives of the assets.

Based on the technical experts assessment of useful life, certain items of property plant and equipment are being
depreciated over useful lives different from the prescribed useful lives under Schedule II to the Companies Act,
2013. Management believes that such estimated useful lives are realistic and reflect fair approximation of the
period over which the assets are likely to be used. Depreciation on addition to property plant and equipment is
provided on pro-rata basis from the date of acquisition. Depreciation on sale/deduction from property plant and
equipment is provided up to the date preceding the date of sale, deduction as the case may be. Gains and losses
on disposals are determined by comparing proceeds with carrying amount.

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually
identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses. Goodwill is
tested for impairment on annual basis.

413
Other Intangible Assets

Intangible assets are stated at acquisition cost, net of accumulated amortization. On transition to Ind AS, the Group
has elected to continue with the carrying value of all of its intangible assets recognised as at April 1, 2020
measured as per the Indian GAAP and use that carrying value as the deemed cost of the intangible assets. The
Group amortized intangible assets over their estimated useful lives using the straight line method. The estimated
useful lives of intangible assets are as follows:

Intangible assets Useful Life

Technical knowhow 10 years
Software (Others) 3 years
Software (SAP) 10 years

Intangible assets with finite lives are assessed for impairment whenever there is an indication that the intangible
asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite
useful life are reviewed at least at each financial year end.

Foreign Currency Transactions

Items included in the consolidated financial statements are measured using the currency of the primary economic
environment in which the entity operates. The consolidated financial information are presented in Indian rupee,
which is also the Company’s functional and presentation currency.

On initial recognition, all foreign currency transactions are recorded by applying to the foreign currency amount
the exchange rate between the functional currency and the foreign currency at the date of the transaction.
Gains/losses arising out of fluctuation in foreign exchange rate between the transaction date and settlement date
are recognised in the Statement of Profit and Loss. All monetary assets and liabilities in foreign currencies are
restated at the year end at the exchange rate prevailing at the year end and the exchange differences are recognised.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions.

Fair Value Measurement

The Group measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:

- In the principal market for the asset or liability, or

- In the absence of a principal market, in the most advantageous market for the asset or liability accessible to
the Group.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs. The Group's management determines the policies and procedures for fair value measurement
such as derivative instrument. All assets and liabilities for which fair value is measured or disclosed in the restated
consolidated financial statements are categorized within the fair value hierarchy, described as follows, based on
the lowest level input that is significant to the fair value measurement as a whole:

- Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
- Level 2: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is directly or indirectly observable.
- Level 3: Valuation techniques for which the lowest level input that is significant to the fair value
measurement is unobservable.

Revenue Recognition

Revenue from contracts with customers is recognised when control of the goods or services are transferred to the

414
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services. The Group has generally concluded that it is the principal in its revenue arrangements
because it typically controls the goods or services before transferring them to the customer.

Taxes

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted, at the reporting date in the countries where the Group operates and generates taxable income.

Deferred tax is provided in full, using the balance sheet approach, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in consolidated financial statements. Deferred tax is
not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business
combination that at the time of the transaction affects neither accounting profit nor taxable profit (tax loss).
Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end
of the year and are expected to apply when the related deferred income tax asset is realised or the deferred income
tax liability is settled. Deferred tax assets are recognised for all deductible temporary differences and unused tax
losses only if it is probable that future taxable amounts will be available to utilize those temporary differences and
losses.

Leases

The Group as a lessee

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of
whether the lease transferred substantially all of the risks and rewards of ownership. Under Ind AS 116, the Group
recognizes right-of-use assets and lease liabilities for most leases. All leases are accounted for by recognising a
right-of-use asset and a lease liability except for leases of low value assets and leases with a duration of 12 months
or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease
term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily
determinable, in which case the entities incremental borrowing rate on commencement of the lease is used.
Variable lease payments are only included in the measurement of the lease liability if they depend on an index or
rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they
relate.

On initial recognition, the carrying value of the lease liability also includes:

• amounts expected to be payable under any residual value guarantee;

• the exercise price of any purchase option granted in favour of the Group if it is reasonable certain to assess
option;
• any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of
termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives
received, and increased for:

• lease payments made at or before commencement of the lease;

• initial direct costs incurred; and
• the amount of any provision recognised where the Group is contractually required to dismantle, remove or
restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the
balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged
to be shorter than the lease term.

415
When the Group revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability
to reflect the payments to make over the revised term, which are discounted at the same discount rate that applied
on lease commencement. The carrying value of lease liabilities is similarly revised when the variable element of
future lease payments dependent on a rate or index is revised. In both cases an equivalent adjustment is made to
the carrying value of the right-of-use asset, with the revised carrying amount being amortised over the remaining
(revised) lease term.

The Group as a Lessor

Leases for which the Group is a lessor is classified as a finance or operating lease. Whenever the terms of the
lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a
finance lease. All other leases are classified as operating leases .

Inventories

Inventories are valued at the lower of cost and net realisable value. Costs incurred in bringing each product to its
present location and condition are accounted for as follows:

Raw materials, packaging materials and stores and spare parts are valued at lower of cost and net realizable value.
Cost includes purchase price, (excluding those subsequently recoverable by the group from the concerned revenue
authorities), freight inwards and other expenditure incurred in bringing such inventories to their present location
and condition. In determining the cost, weighted average cost method is used.

Work in progress, manufactured finished goods and traded goods are valued at the lower of cost and net realisable
value. Cost of work in progress and manufactured finished goods is determined on the weighted average basis and
comprises direct material, cost of conversion and other costs incurred in bringing these inventories to their present
location and condition. Cost of traded goods is determined on a weighted average basis.

Provision of obsolescence on inventories is considered on the basis of management’s estimate based on demand
and market of the inventories. Net realizable value is the estimated selling price in the ordinary course of business,
less the estimated cost of completion and the estimated costs necessary to make the sale. The comparison of cost
and net realizable value is made on item by item basis.

Impairment of non-financial assets

The Group assesses at each year end whether there is any objective evidence that a non-financial asset or a group
of non-financial assets is impaired. If any such indication exists, the Group estimates the asset's recoverable
amount and the amount of impairment loss.

An impairment loss is calculated as the difference between an asset’s carrying amount and recoverable amount.
Losses are recognized and reflected in an allowance account. When the Group considers that there are no realistic
prospects of recovery of the asset, the relevant amounts are written off. If the amount of impairment loss
subsequently decreases and the decrease can be related objectively to an event occurring after the impairment was
recognised, then the previously recognised impairment loss is reversed.

The recoverable amount of an asset or cash-generating unit (as defined below) is the greater of its value in use
and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the
smallest group of assets that generates cash in-flows from continuing use that are largely independent of the cash
inflows of other assets or groups of assets (the “cash-generating unit”).

Provisions and Contingent Liabilities

Provisions are made when the Company has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation
and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a
provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement
is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any
reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-

416
tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase
in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not
wholly within the control of the Group or a present obligation that arises from past events where it is either not
probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be
made.

Cash and Cash Equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks, cash on hand and short-term deposits net
of bank overdraft with an original maturity of three months or less, which are subject to an insignificant risk of
changes in value. For the purposes of the cash flow statement, cash and cash equivalents include cash on hand,
cash in banks and short-term deposits net of bank overdraft.

Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial Assets

At initial recognition, financial asset is measured at its fair value plus, in the case of a financial asset not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset.
Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. For
purposes of subsequent measurement, financial assets are classified in following categories: (a) at amortized cost;
or (b) at fair value through other comprehensive income; or (c) at fair value through profit or loss. The
classification depends on the entity’s business model for managing the financial assets and the contractual terms
of the cash flows.

Debt Instruments at Amortised Cost

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met: (a) the asset is held
within a business model whose objective is to hold assets for collecting contractual cash flows, and (b) contractual
terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest on
the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate method. Amortised cost is calculated by taking into account any discount or premium on acquisition
and fees or costs that are an integral part of the effective interest rate. The effective interest rate amortisation is
included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit
or loss. This category generally applies to loans, trade receivables and other financial assets.

Impairment of Financial Assets

In accordance with Ind AS 109, financial instruments, the Company applies expected credit loss (“ECL”) model
for measurement and recognition of impairment loss on financial assets that are measured at amortized cost and
fair value through other comprehensive income.

For recognition of impairment loss on financial assets and risk exposure, the Company determines that whether
there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased
significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If in subsequent years, credit quality of the instrument improves such that
there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognizing
impairment loss allowance based on 12-month ECL. Lifetime ECLs are the expected credit losses resulting from
all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the
lifetime ECL which results from default events that are possible within 12 months after the year end.

417
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the
contract and all the cash flows that the entity expects to receive (i.e. all shortfalls), discounted at the original
effective interest rate. When estimating the cash flows, an entity is required to consider all contractual terms of
the financial instrument (including prepayment, extension etc.) over the expected life of the financial instrument.
However, in rare cases when the expected life of the financial instrument cannot be estimated reliably, then the
entity is required to use the remaining contractual term of the financial instrument. ECL impairment loss allowance
(or reversal) recognized during the year is recognized as income/expense in the statement of profit and loss. In the
balance sheet, ECL for financial assets measured at amortized cost is presented as an allowance, i.e. as an integral
part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until
the asset meets write off criteria, the Company does not reduce impairment allowance from the gross carrying
amount.

Derecognition of Financial Assets

A financial asset is derecognized only when (a) the rights to receive cash flows from the financial asset is
transferred; or (b) contractual rights to receive the cash flows of the financial asset are retained, but a contractual
obligation to pay the cash flows to one or more recipients is assumed.

Where the financial asset is transferred then in that case financial asset is derecognized only if substantially all
risks and rewards of ownership of the financial asset is transferred. Where the entity has not transferred
substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognized.

Financial Liabilities

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss
and at amortized cost, as appropriate. All financial liabilities are recognized initially at fair value and, in the case
of borrowings and payables, net of directly attributable transaction costs. The Company’s financial liabilities
include trade and other payables, loans and borrowings, lease liabilities etc.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value through profit or loss. Separated embedded
derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognized in the statement of profit and loss.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using
the effective interest rate method. Gains and losses are recognized in Statement of Profit and Loss when the
liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by taking
into account any discount or premium on acquisition and fees or costs that are an integral part of the effective
interest rate. The effective interest rate amortization is included as finance costs in the statement of profit and loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognized in the statement of profit and loss as finance costs.

Employee Benefits

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within
12 months after the end of the year in which the employees render the related service are recognized in respect of
employees’ services up to the end of the year and are measured at the amounts expected to be paid when the
liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

418
Other long-term employee benefit obligations include (a) defined contribution plans such as contribution towards
provident fund and towards employees' state insurance scheme to the relevant regulatory authorities; and (b)
defined benefit plans such as gratuity, compensated absences and accumulated compensated absences.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Income

Our total income is divided into revenue from operations and other income. The following table shows our total
revenue from operations and other income:
(₹ in million)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Revenue from contracts with 5,657.76 4,678.45 3,874.60
customers
- Sale of goods 5,495.60 4,533.30 3,814.20
- Sale of services 162.17 145.15 60.40
Other operating revenue 37.64 24.05 24.96
Revenue from operations 5,695.40 4,702.50 3,899.56
Other income 102.41 96.65 125.36
Total income 5,797.81 4,799.15 4,024.92

Revenue from Operations

Our total revenue from operations consists of revenue from contracts with customers (generated from sale of
goods and sale of services) and other operating income.

Revenue from sale of goods

Our revenue from sale of goods accounted for 96.49%, 96.40% and 97.81% of our total revenue from operations
for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Our revenue from sale of goods consists of sale of
products manufactured at our Manufacturing Facilities, as well as products assembled at our Modification Centres.
Our Modification Centres are supplied with ‘virtually finished goods’ from our Manufacturing Facilities and are
equipped to complete the full products/ reprogram to suit the customer requirements for onwards sale.

Revenue from sale of services

Our revenue from sale of services accounted for 2.85%, 3.09% and 1.55% of our total revenue from operations
for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively. Our services primarily consist of mould design and
manufacturing, EMI/ EMC testing, Electronic Manufacturing Services as well as providing software solutions
such as MARC developed at Energy Solution Labs.

Other Income

Other income consists of (i) interest on fixed deposits designated as amortized cost; (ii) interest income on security
deposits and others; (iii) compensation received by Lumel SA from the Polish Government in lieu of training
provided to engineering student; (iv) interest on tax refunds; (v) net foreign exchange gains; (vi) provision for
doubtful debts written back; (vii) relief package of ₹ 4.39 million received by Lumel from the Polish government
during the COVID-19 pandemic; (viii) liability which has been written back; (ix) gain on sale of fixed assets; and
(x) miscellaneous income.

Expenses

Our expenses consist of (i) cost of material consumed; (ii) purchase of stock-in-trade; (iii) changes in inventories
of finished goods, stock-in-trade and work-in-progress; (iv) employee benefits expense; (v) finance costs; (vi)
depreciation and amortization expense; and (vii) other expenses.

The following table sets forth our expenditure as a percentage of our total revenue from operations for the periods
indicated:

419
 (₹ in million, except percentages)
Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Cost of material consumed 2,350.16 2,010.80 1,488.66
Percentage of revenue from 41.26 42.76 38.18
operations
Purchase of stock-in-trade 259.25 128.70 62.78
Percentage of revenue from 4.55 2.74 1.61
operations
Changes in inventories of finished (46.17) (167.56) 10.95
goods, stock-in-trade and work-
in-progress
Percentage of revenue from -0.81 -3.56 0.28
operations
Employee benefits expense 1,451.24 1,257.48 1,149.20
Percentage of revenue from 25.48 26.74 29.47
operations
Finance cost 51.50 34.31 31.71
Percentage of revenue from 0.90 0.73 0.81
operations
Depreciation and amortization 204.60 199.80 210.87
expense
Percentage of revenue from 3.59 4.25 5.41
operations
Other expenses 920.17 743.41 613.12
Percentage of revenue from 6.16 15.81 15.72
operations
Total expenses 5,190.75 4,206.94 3,567.29

Cost of materials consumed

Cost of materials consumed consists of raw material costs incurred in the manufacturing of our products, and
accounted for 41.26%, 42.76% and 38.18% of our total revenue from operations for Fiscal 2023, Fiscal 2022 and
Fiscal 2021, respectively.

Purchase of stock-in-trade

Purchase of stock-in-trade, which includes purchase of items such as data loggers, programmer digital meters and
power network meters not manufactured in-house, accounted for 4.55%, 2.74% and 1.61% of our total revenue
from operations for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

Changes in inventories of finished goods, stock-in-trade and work-in-progress

Changes in inventories of finished goods, stock-in-trade and work-in-progress consists of costs attributable to an
increase or decrease in inventory levels during the relevant financial period, stock in trade, spares and finished
goods. Changes in inventories of finished goods, stock-in-trade and work-in-progress accounted for (0.81)%,
(3.56)% and 0.28% of our total revenue from operations for the Fiscal 2023, Fiscal 2022 and Fiscal 2021,
respectively.

Employee benefit expense

Employee benefit expense includes (i) salaries, wages, bonus and other allowances; (ii) contribution to Provident
Fund, ESI, Social Benefit Fund; (iii) gratuity and compensated absences expenses; (iv) employee stock option
expense; and (v) staff welfare expenses. Employee benefit expense accounted for 25.48%, 26.74% and 29.47%
of our total revenue from operations for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

Finance cost

Finance cost include (i) interest on borrowings; (ii) interest on delay in payment of taxes; (iii) interest expense on
lease liability; (iii) interest on unsecured loans; and (iv) exchange difference adjusted to borrowing cost. Finance
cost accounted for 0.90%, 0.73% and 0.81% of our total revenue from operations for Fiscal 2023, Fiscal 2022 and
Fiscal 2021, respectively.

420
Depreciation and amortisation expenses

Depreciation represents depreciation on property, plant and equipment, depreciation on right of use of assets.
Amortisation represents amortisation of intangible assets. Depreciation is calculated using the straight-line method
determined based on the technical experts assessment of useful life, as per which certain items of property plant
and equipment are being depreciated over useful lives different from the prescribed useful lives under Schedule
II to the Companies Act, 2013, in order to reflect fair approximation of the period over which the assets are likely
to be used.

Depreciation and amortisation expense accounted for 3.59%, 4.25% and 5.41% of our total revenue from
operations for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

Other expenses

Other expenses include consumption of stores and spares, cost of contract labour, sub-contracting charges, testing
charges, freight and forwarding charges, electricity and water, rent (machinery), repairs and maintenance (others,
plant and machinery and buildings), rates and taxes, insurance, impairment of goodwill, travel and conveyance,
bank charges, printing and stationery, postage and courier, communication, broadband and internet expenses, legal
and professional charges, advertisement, commission, loss on sale/disposal of fixed assets, net of foreign exchange
fluctuation, warranty cost (net of reversals), expenditure towards corporate social responsibility (CSR) activities
and miscellaneous expenses. Other expenses accounted for 16.16%, 15.81% and 15.72% of our total revenue from
operations for Fiscal 2023, Fiscal 2022 and Fiscal 2021, respectively.

RESULTS OF OPERATIONS

Fiscal 2023 compared with Fiscal 2022

Total income

Our total income increased by ₹ 998.66 million or by 20.81% from ₹ 4,799.15 million in Fiscal 2022 to ₹ 5,7997.15
million in Fiscal 2023. This was primarily due to increase in our total revenue from operations.

Revenue from operations

Our total revenue from operations increased by ₹ 992.90 million or by 21.11% from ₹ 4,702.50 million in Fiscal
2022 to ₹ 5,695.40 million in Fiscal 2023. This increase was primarily driven by ₹ 962.30 million increase in
revenue from sale of goods and ₹ 17.02 million increase in revenue from sale of services.

Revenue from sale of goods

Our revenue from sale of goods increased by ₹ 962.30 million or by 21.23% from ₹ 4,533.30 million in Fiscal
2022 to ₹ 5,495.60 million in Fiscal 2023. This increase was primarily driven by increase in sales volume of our
existing products categorised under metering, control and protection devices and aluminium high pressure die
casting, sale of products manufactured by Lumel Alucast to new customers and higher sale of products in China
by Lumel as China came out of COVID-19 lockdowns.

Revenue from sale of services

Our revenue from sale of services increased by ₹ 17.02 million or by 11.73% from ₹ 145.15 million in Fiscal 2022
to ₹ 162.17 million in Fiscal 2023. This increase was primarily due to the increase in the number of EMI/EMC
testing services provided to our customers.

Other operating revenue

Our other operating revenue increased by ₹ 13.59 million or by 56.49% from ₹ 24.05 million in Fiscal 2022 to ₹
37.64 million in Fiscal 2023. This was primarily on account of increase in receipt of ₹ 8.04 million as export
benefits on account of increase in export volume of our existing products, including products categorised under
metering, control and protection devices.

421
Expenditure

Total expenses increased by ₹ 983.81 million or by 23.39% from ₹ 4,206.94 million in Fiscal 2022 to ₹ 5,190.75
million in Fiscal 2023.

Cost of material consumed

Cost of material consumed increased by ₹ 339.36 million or by 16.88% from ₹ 2,010.80 million in Fiscal 2022 to
₹ 2,350.16 million in Fiscal 2023 on account of a change in our product mix with an increase in sales volume of
our existing products categorised under metering, control and protection devices and aluminium high pressure die
casting which resulted in an increase in material cost for such products as well as an increase in commodity prices
and raw materials, particularly those of copper and brass. As a percentage of our total revenue from operations,
our cost of materials consumed accounted for 41.26% in Fiscal 2023 compared to 42.76% in Fiscal 2022.

Purchase of stock-in-trade

Purchase of stock-in-trade increased by ₹ 130.54 million or by 101.43% from ₹ 128.70 million in Fiscal 2022 to
₹ 259.25 million in Fiscal 2023. This was primarily on account of purchase of products such as data loggers,
programmer digital meters and power network meters.

Changes in inventories of finished goods, stock-in-trade and work-in-progress

Changes in inventories of finished goods, stock-in-trade and work-in-progress were ₹ 167.56 million in Fiscal
2022 and decreased by ₹ 121.39 million or by 72.45% to ₹ 46.17 million in Fiscal 2023. While we built up our
inventory in Fiscal 2022 to cover the semiconductor shortage and keep the production cycle intact, the decrease
in inventory occurred organically on account of increase in sales volume of our existing products categorised
under metering, control and protection devices and aluminium high pressure die casting reflecting the recovery
from the impact of the COVID-19 pandemic and geopolitical tensions.

Employee benefits expense

Employee benefit expense increased by ₹ 193.76 million or by 15.41% from ₹ 1,257.48 million in Fiscal 2022 to
₹ 1,451.24 million in Fiscal 2023. This was primarily due to (a) grant of ESOPs under ESOP 2022 Scheme A and
ESOP 2022 Scheme B which resulted in recording the share based value payment, (b) yearly compensation
increments given to employees, and (c) addition of new employees by Lumel SA and Lumel Alucast.

Finance cost

Finance cost increased by ₹ 17.19 million or by 50.13% from ₹ 34.31 million in Fiscal 2022 to ₹ 51.50 million in
Fiscal 2023. This increase in finance cost is primarily attributable to an increase of ₹ 119.49 million in utilisation
of cash credit facility from ₹ 254.39 million in Fiscal 2022 to ₹ 373.89 million in Fiscal 2023 and increase of
interest expenses incurred by Lumel SA.

Depreciation and amortisation expenses

Our depreciation and amortisation expense slightly increased by ₹ 4.80 million or by 2.40%, from ₹ 199.80 million
in Fiscal 2022 to ₹ 204.60 million in Fiscal 2023. The increase in depreciation was primarily due to purchase of
new fixed assets such as SAP S4 Hana software, electrical installation at Nashik Manufacturing Facility I and
certain plant and machinery at the other Manufacturing Facilities.

Other expenses

Other expenses increased by ₹ 176.76 million or by 23.78% from ₹ 743.41 million in Fiscal 2022 to ₹ 920.17
million in Fiscal 2023. This was primarily driven by ₹ 60.77 million increase in electricity and water expenses,
increase in rent of machinery by ₹ 2.00 million, increase in repair and maintenance of plant and machinery by ₹
63.39 million, increase in travel and conveyance charges by ₹ 22.76 million and increase in advertisement
expenses by ₹ 14.37 million.

Profit before tax

422
In light of the above discussions, our profit before tax increased by ₹ 14.74 million or by 2.49% from ₹ 592.41
million in Fiscal 2022 to ₹ 607.15 million in Fiscal 2023.

Tax expense

Our tax expenses increased by ₹ 14.39 million or by 15% from a of ₹ 95.89 million in Fiscal 2022 to a balance of
₹ 110.28 million in Fiscal 2023.

Profit for the year

In light of the above discussion, we recorded an increase in our profit for the year by ₹ 0.35 million or by 0.07%
from ₹ 496.52 million in Fiscal 2022 to ₹ 496.87 million in Fiscal 2023.

Fiscal 2022 compared with Fiscal 2021

Total income

Our total income increased by ₹ 774.23 million or by 19.24% from ₹ 4,024.92 million in Fiscal 2021 to ₹ 4,799.15
million in Fiscal 2022. This was primarily due to increase in our total revenue from operations.

Revenue from operations

Our total revenue from operations increased by ₹ 802.94 million or by 20.59% from ₹ 3,899.56 million in Fiscal
2021 to ₹ 4,702.50 million in Fiscal 2022. This increase was primarily driven by ₹ 719.10 million increase in
revenue from sale of goods and ₹ 84.74 million increase in revenue from sale of services.

Revenue from sale of goods

Our revenue from sale of goods increased by ₹ 719.10 million or by 18.85% from ₹ 3,814.20 million in Fiscal
2021 to ₹ 4,533.30 million in Fiscal 2022. Our total revenue from operations was affected by the COVID-19
pandemic in Fiscal 2021 and this increase in Fiscal 2022 reflects the recovery in our sales thereafter.

Revenue from sale of services

Our revenue from sale of services increased substantially by ₹ 84.75 million or by 140.30% from ₹ 60.40 million
in Fiscal 2021 to ₹ 145.15 million in Fiscal 2022. This increase was primarily due to the recovery in sales following
the COVID-19 pandemic in Fiscal 2021.

Other operating revenue

Our other operating revenue decreased by ₹ 0.91 million or by 3.65% from ₹ 24.96 million in Fiscal 2021 to ₹
24.05 million in Fiscal 2022.

Expenditure

Total expenses increased by ₹ 639.65 million or by 17.93% from ₹ 3,567.29 million in Fiscal 2021 to ₹ 4,206.94
million in Fiscal 2022.

Cost of material consumed

Cost of material consumed increased by ₹ 522.14 million or by 35.07% from ₹ 1,488.66 million in Fiscal 2021 to
₹ 2,010.80 million in Fiscal 2022 on account of a change in our product mix with an increase in sales of digital
products which resulted in an increase in material cost for such products as well as an increase in commodity
prices, particularly those of copper, aluminium, nickel and zinc. As a percentage of our total revenue from
operations, our cost of raw materials consumed accounted for 42.76% in Fiscal 2022 compared to 38.18% in
Fiscal 2021.

Purchase of stock-in-trade

423
Purchase of stock-in-trade increased by ₹ 65.93 million or by 105.02% from ₹ 62.78 million in Fiscal 2021 to ₹
128.70 million in Fiscal 2022 following an increase in trading purchases to match the increase in production.

Changes in inventories of finished goods, stock-in-trade and work-in-progress

Changes in inventories of finished goods, stock-in-trade and work-in-progress were ₹ 10.95 million in Fiscal 2021
and decreased by ₹ 178.51 million or by 1,630.22% to ₹ 167.56 million during Fiscal 2022. We increased
inventory levels of finished goods as well as work-in-progress goods by ₹ 73.92 million and ₹ 93.63 million during
Fiscal 2022. While we built up our inventory primarily to cover the semiconductor shortage and keep the
production cycles intact, some of the inventory build also occurred organically reflecting the ongoing recovery
from the effects of the COVID-19 pandemic and the gradual normalization of payment cycles.

Employee benefits expense

Employee benefit expense increased by ₹ 108.27 million or by 9.42% from ₹ 1,149.20 million in Fiscal 2021 to
₹ 1,257.48 million in Fiscal 2022. This was primarily due to salary increments given to employees.

Finance cost

Finance cost increased by ₹ 2.59 million or by 8.18% from ₹ 31.71 million in Fiscal 2021 to ₹ 34.31 million in
Fiscal 2022. This increase in finance cost is primarily attributable to an increase of ₹ 164.80 million in short-term
borrowings availed by our Company including current maturities of long-term borrowing.

Depreciation and amortisation expenses

Our depreciation and amortisation expense decreased by ₹ 11.07 million or by 5.25% from ₹ 210.87 million in
Fiscal 2021 to ₹ 199.80 million in Fiscal 2022. The decrease reflects the depreciated value of assets for the period.

Other expenses

Other expenses increased by ₹ 130.29 million or by 21.25% from ₹ 613.12 million in Fiscal 2021 to ₹ 743.41
million in Fiscal 2022. This was primarily driven by ₹ 36.56 million increase in electricity and water expenses,
increase in cost of labour by ₹ 37.69 million, increase in testing charges by ₹ 7.99 million, increase in freight and
forwarding charges by ₹ 14.39 million, increase in legal and professional charges by ₹ 14.54 million and increase
in sub-contracting cost by ₹ 8.20 million.

Profit before tax

In light of the above discussions, our profit before tax increased by ₹ 134.44 million or by 29.36% from ₹ 457.96
million in Fiscal 2021 to ₹ 592.41 million in Fiscal 2022.

Tax expense

Our tax expenses increased by ₹ 2.66 million or by 2.70% from a balance of ₹ 98.56 million in Fiscal 2021 to a
balance of ₹ 95.89 million in Fiscal 2022.

Profit for the year

For the various reasons discussed above, and following adjustments for tax credit, we recorded an increase in our
profit for the year by ₹ 137.12 million or by 38.15% from ₹ 359.40 million in Fiscal 2021 to ₹ 496.52 million in
Fiscal 2022.

FINANCIAL CONDITION

Fiscal 2023 compared with Fiscal 2022

Our property, plant and equipment were ₹ 1,943.54 million as of March 31, 2022 and decreased by ₹ 17.57 million
or by 0.90% to ₹ 1,925.97 million as of March 31, 2023 primarily on account of depreciated value of assets for
the year.

424
Other non-current financial assets were ₹ 34.62 million as of March 31, 2022 and decreased by ₹ 27.83 million or
by 80.40% to ₹ 6.79 million as of March 31, 2023 on account of redemption of fixed deposit with maturity of
more than 12 months.

Our capital work-in progress increased by ₹ 24.81 million or by 48.31% from ₹ 51.34 million as of March 31,
2022 to ₹ 76.15 million as of March 31, 2023 on account of capital expenditure in plant and machinery.

Our inventory increased by ₹ 250.89 million or by 19.54% from ₹ 1,284.17 million as of March 31, 2022 to ₹
1,535.06 million as of March 31, 2023 on account of strategic purchase of raw materials, particularly cold-rolled
grain oriented steel, certain assembly parts for digital meters and solar inverts, to keep additional inventory of raw
material to ensure that the production cycle remains intact, even if there is any supply chain disruption due to any
geopolitical tension.

Our trade receivables increased by ₹ 409.25 million or by 51.17% from ₹ 799.79 million as of March 31, 2022 to
₹ 1,209.04 million as of March 31, 2023 on account of increase in revenue from operations as of March 31, 2023.

Other current assets increased by ₹ 101.90 million or by 63.29% from ₹ 161.01 million as of March 31, 2022 to
₹ 262.91 million as of March 31, 2023 on account of incurring prepaid expenses which would be recognised as
expenses in the income statement of our Company in the next fiscal cycle and ₹ 76.16 million given as advance
to certain suppliers.

Our cash and bank balance increased by ₹ 9.23 million or by 0.88% from ₹ 1,051.29 million as of March 31, 2022
to ₹ 1,060.52 million as of March 31, 2023 on account of increase of balance by ₹ 31.19 million in exchange
earners foreign currency account and decrease by ₹ 22.55 million in short term fixed deposits.

Our non-current borrowings were ₹ 336.18 million as of March 31, 2022 and decreased by ₹ 77.83 million or by
23.15% to ₹ 258.35 million as of March 31, 2023 owing to repayment of certain borrowings availed by our
Company.

Our trade payables were ₹ 678.27 million, as of March 31, 2022 which comprised of outstanding dues to micro
enterprises and small enterprises of ₹ 39.09 million. Due to increase in inventory, trade payables increased to ₹
828.52 million as of March 31, 2023 which led to a corresponding increase of outstanding dues to micro
enterprises, medium enterprises and small enterprises to ₹ 53.90 million or by 37.86%.

Our other financial liabilities decreased by ₹ 38.00 million or by 26.47% from ₹ 143.58 million as of March 31,
2022 to ₹ 105.58 million as of March 31, 2023 primarily on account of ₹ 30.16 million payment for purchase of
fixed assets and ₹ 5.24 million payment of employee benefits.

Fiscal 2022 compared with Fiscal 2021

Our property, plant and equipment were ₹ 1,980.76 million as of March 31, 2021 and decreased by ₹ 37.22 million
or by 1.88% to ₹ 1,943.54 million as of March 31, 2022 on account of depreciated value of assets for the year.

Other non-current financial assets increased by ₹ 11.54 million or by 50.02% from ₹ 23.08 million as of March
31, 2021 to ₹ 34.62 million as of March 31, 2022. The increase was on account of maturity of fixed deposits of
more than 12 months.

Our capital work-in progress increased by ₹ 30.65 million or by 148.19% from ₹ 20.69 million as of March 31,
2021 to ₹ 51.34 million as of March 31, 2022 on account of capital expenditure in plant, machinery and equipment.

Our inventory increased by ₹ 490.03 million or by 61.71% from ₹ 794.14 million as of March 31, 2021 to ₹
1,284.17 million as of March 31, 2022 on account of strategic purchase of raw materials, particularly copper, steel
and aluminium to keep additional inventory of raw material to ensure that the production cycle remains intact and
the production is not impacted by the uncertainty in availability of raw materials during the COVID-19 pandemic.

Our trade receivables increased by ₹ 116.64 million or by 17.07% from ₹ 683.15 million as of March 31, 2021 to
₹ 799.79 million as of March 31, 2022 primarily on account of delay in receipt of payments from our customers
which led to an enhanced holding period due to the COVID-19 pandemic.

425
Other current assets increased by ₹ 45.01 million or by 38.08% from ₹ 116.00 million as of March 31, 2021 to ₹
161.01 million as of March 31, 2022 on account of an increase in input tax credit receivable from the GoI on the
goods and service tax and accounting of incurring prepaid expenses which would be recognised as expenses in
the income statement of our Company in the next fiscal cycle.

Our cash and bank balance were ₹ 1,179.21 million as of March 31, 2021 and decreased by ₹ 127.92 million or
by 12.17% to ₹ 1,051.29 million as of March 31, 2022 on account of an increase in trade receivables in Fiscal
2022 due to normalization of sales in the latter part of the Fiscal 2021, post the impact of the COVID-19 pandemic.

Our non-current borrowings were ₹ 454.80 million as of March 31, 2021 and decreased by ₹ 118.62 million or by
26.08% to ₹ 336.18 million as of March 31, 2022 owning to repayment of certain borrowings availed by our
Company, and our Subsidiaries, Lumel SA and Lumel Alucast.

Our trade payables were ₹ 621.46 million, as of March 31, 2021 which comprised of outstanding dues to micro
enterprises and small enterprises of ₹ 10.16 million. Due to the COVID-19 pandemic, sales were lower in first
half of Fiscal 2021 and witnessed a turnaround towards the latter part of Fiscal 2021 and due to increase in
inventory, trade payables increased to ₹ 678.27 million as of March 31, 2022 which led to a corresponding increase
of outstanding dues to micro enterprises, medium enterprises and small enterprises to ₹ 39.90 million or by
284.81%.

Our other financial liabilities increased by ₹ 30.59 million or by 27.07% from ₹ 112.99 million as of March 31,
2021 to ₹ 143.58 million as of March 31, 2022 primarily on account of ₹ 20.91 million towards amount payable
for purchase of fixed assets and ₹ 8.31 million towards employee benefits.

CASH FLOWS

The following table sets forth certain information relating to our cash flows under Ind AS in Fiscal 2023, Fiscal
2022 and Fiscal 2021:

(₹ in million, except percentages)

Particulars Fiscal 2023 Fiscal 2022 Fiscal 2021
Net cash flow generated from 275.08 132.82 529.34
operating activities
Net cash flow used in investing (27.16) (107.60) (208.39)
activities
Net cash flow used in financing (45.00) (70.68) (230.20)
activities
Net increase/ (decrease) in cash 202.92 (45.46) 90.75
and cash equivalents (before
foreign exchange difference)
Opening cash and cash 462.41 543.25 428.44
equivalents
Closing cash and cash equivalents 665.65 462.41 543.25

Net cash generated from operating activities

Net cash generated from operating activities before tax in Fiscal 2023 was ₹ 407.95 million and our operating
profit before working capital changes was ₹ 892.56 million. The difference was primarily attributable to ₹ 250.89
million increase in inventories due to higher production, due to increase in trade receivables by ₹ 405.79 million,
₹ 8.64 million decrease in other financial liabilities and increase in other assets by ₹ 71.64 million. This was offset
by ₹ 153.59 million increase in trade payables, increase by ₹ 71.96 million in other current liabilities and increase
by ₹ 27.28 million in provisions.

Net cash generated from operating activities before tax in Fiscal 2022 was ₹ 243.89 million and our operating
profit before working capital changes was ₹ 759.23 million. The difference was primarily attributable to ₹ 490.03
million increase in inventories due to higher production, ₹ 81.08 million decrease in trade receivables, increase in
trade payable, ₹ 59.41 million, increase in other current liabilities, ₹ 34.07 million, decrease in provision and ₹
6.04 million, increase in other financial liabilities ₹ 9.67 million. We paid income tax of ₹ 111.07 million.

Net cash generated from operating activities in Fiscal 2021 was ₹ 600.15 million and our operating profit before
working capital changes was ₹ 654.39 million. The difference was primarily attributable to ₹ 60.46 million

426
increase in inventories due to higher production, ₹ 14.81 million increase in provisions, ₹ 10.00 million increase
in other current liabilities and ₹ 103.55 million increase in trade payables. We paid income tax of ₹ 70.81 million.

Net cash used in investing activities

Net cash used in investing activities in Fiscal 2023 was ₹ 27.16 million. This reflected payment of (i) ₹ 302.56
million towards purchase of property, plant and equipment and intangible assets due to expansion, and (ii)
payment of ₹ 4.63 million towards acquisition of non-controlling interest / controlling interest in Przedsiębiorstwo
Wdrożeniowe INMEL Spółka z ograniczoną odpowiedzialnością. This was partially offset by (i) ₹ 222.38 million
from net proceeds from investment in fixed deposit, and (ii) ₹ 43.68 million from interest received.

Net cash used in investing activities in Fiscal 2022 was ₹ 107.60 million. This reflected (i) payment of ₹ 158.46
million towards purchase of property, plant and equipment and intangible assets due to expansion, (ii) payment
of ₹ 14.08 million towards acquisition of non-controlling interest / controlling interest in Shanghai VA. This was
partially offset by (i) ₹ 33.72 million from net proceeds from fixed assets and (ii) ₹ 29.57 million from interest
received.

Net cash used in investing activities in Fiscal 2021 was ₹ 208.39 million. This reflected (i) payment of ₹ 354.03
million towards purchase of property, plant and equipment and intangible assets due to expansion. This was
partially offset by (i) ₹ 94.91 million from net proceeds from fixed assets and (ii) ₹ 50.50 million from interest
received.

Net cash used in financing activities

Net cash used in financing activities in Fiscal 2023 was ₹ 45.00 million. This reflected (i) payment of ₹ 8.84
million towards dividend, (ii) payment of ₹ 49.17 million towards interest paid and (iii) payment of ₹ 49.84 million
towards lease liability. This was partially offset by ₹ 62.85 million from borrowings.

Net cash used in financing activities in Fiscal 2022 was ₹ 70.68 million. This reflected (i) payment of ₹ 10.73
million towards dividend, (ii) payment of ₹ 31.52 million towards interest and (iii) payment of ₹ 74.61 million
towards lease liability. This was partially offset by ₹ 46.18 million from borrowings.

Net cash used in financing activities in Fiscal 2021 was ₹ 230.20 million. This reflected (i) payment of ₹ 205.81
million towards buyback of CCPS, (ii) payment of ₹ 89.49 million towards lease liability, and (iii) payment of ₹
27.77 million towards interest. This was partially offset by ₹ 101.66 million from borrowing.

LIQUIDITY AND CAPITAL RESOURCES

We fund our operations primarily with cash flows from operating activities. Our main uses of funds from operating
activities have been to pay for our working capital requirements and capital expenditure. We evaluate our funding
requirements regularly in light of cash flows from our operating activities and market conditions. To the extent
we do not generate sufficient cash flow from operating activities, we may rely on debt or equity financing
activities, subject to market conditions.

Our Company had closing cash and cash equivalents of ₹ 665.65 million, ₹ 462.41 million and ₹ 543.25 million
as of March 31, 2023, March 31, 2022 and March 31, 2021. Our Company had ₹ 258.35 million, ₹ 336.18 million
and ₹ 454.80 million non-current borrowings as of March 31, 2023, March 31, 2022 and March 31, 2021. Our
Company had ₹ 770.19 million, ₹ 629.51 million and ₹ 464.72 million current borrowings as of March 31, 2023,
March 31, 2022 and March 31, 2021, respectively. Our Company had ₹ 6.17 million, ₹ 0.59 million and ₹ 68.48
million non-current lease liabilities as of March 31, 2023, March 31, 2022 and March 31, 2021. Our Company
had ₹ 23.96 million, ₹ 66.92 million and ₹ 71.31 million current lease liabilities as of March 31, 2023, March 31,
2022 and March 31, 2021.

For further information, see “Financial Information” on page 320.

CONTINGENT LIABILITIES AND COMMITMENTS

As on March 31, 2023, our contingent liabilities as per Ind AS 37 – Provisions, Contingent Liabilities and
Contingent Assets, that have not been provided for were as follows:

427
 (in ₹ million)
S. No. Particulars As on March 31, 2023
1. Demand notice raised by provident fund authorities in case of holding company 6.08
for the period 2006-09 for provident fund payable on trainees’ stipend.
2. The Company has received legal demand notice from Ambit Energy Private 65.80
Limited dated April 18, 2022, through their legal counsel towards failure to
resolve technical faults and errors in inverters supplied by our Company and
towards commercial as well as potential business generation loss and goodwill.

The Company replied to the legal counsel of the Customer vide its letter dated
May 11, 2022, rejecting all the claims of the Customer stating it to be unjust,
illegal and with malicious intention. Further, the Company vide its letter dated
August 23, 2022, to District Court Mediation Centre, Rajkot conveyed its
intention to close its participation in mediation process. The Plaintiff has further
given an application to the court with oral argument to treat this as a summary
suit and the next hearing is scheduled on July 27, 2023.
Total 71.88

As on March 31, 2023, we do not have any commitments.

For further information on our contingent liabilities and commitments, see “Restated Consolidated Financial
Information – Contingent liabilities and contingent assets” on page 387.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or which we believe reasonably likely to have a
current or future effect on our financial condition, changes in financial condition, revenue or expenses, operating
results, liquidity, capital expenditure or capital resources.

RELATED PARTY TRANSACTIONS

We enter into various related parties in the ordinary course of business including rent expenses, managerial
remuneration and promotional expenses. For further information relating to our related party transactions, see
“Restated Consolidated Financial Information – Related Party Disclosures” on page 376.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market price. In the normal course of business, we are exposed to certain market risks including interest
rate risk, foreign exchange rate risk, liquidity risk and credit risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. Our Company’s exposure to the risk of changes in market interest rates relates
primarily to our Company’s long-term debt obligations with floating interest rates. Our Company’s main interest
rate risk arises from long-term borrowings with variable rates, which expose us to cash flow interest rate risk. We
mitigate risk by structuring our borrowings to achieve a reasonable, competitive cost of funding. There can be no
assurance that we will be able to do so on commercially reasonable terms, or that these agreements, if entered
into, will protect us adequately against interest rate risks.

Foreign exchange rate risk

Our Company's risk to foreign exchange fluctuations arises mainly from foreign currency transactions, primarily
with respect to the trade payables. Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not our Company’s functional currency. We
import components such as electronic components and mechanical components , the price of which are denominated
in USD or EUR. Changes in currency exchange rates influence results of operations. We are naturally hedged to
an extent as we import raw materials, components and finished goods as well as export components and finished
goods. In addition, our revenues are split between domestic sales in India and overseas sales. However, there can
be no assurance that fluctuations in the value of the Indian Rupee against USD or EUR will not have an effect on
our results of operations.

428
Liquidity risk

Liquidity risk is defined as the risk that we will not be able to settle or meet its obligations on time or at reasonable
price. Our Company’s objective is to maintain optimum levels of liquidity to meet its cash and liquidity
requirements. We closely monitor our liquidity position and maintains adequate source of financing, if required,
through the use of short-term bank deposits. The processes and policies related to such risks are overseen by our
senior management.

Credit risk

Credit risk arises from cash and cash equivalents, contractual cash flows from debt investments carried at
amortised cost and at fair value through profit or loss, as well as credit exposures to customers including
outstanding receivables. Our Company assesses the credit quality of the customer, taking into account its financial
position, past experience and other factors. The compliance with credit limits by customers is regularly monitored
by the management. In case of sale of equipment, our Company generally obtains advance against sales order for
substantial portion of the order value. The risk of credit loss mainly arises from delay in payment beyond the
credit period and occasional dispute around the product performance.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Prospectus, there have been no other events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent”.

SIGNIFICANT DEPENDENCE ON A SINGLE OR FEW CUSTOMERS OR SUPPLIERS

While we do not significantly depend on a single customer or a single supplier, some of the products we
manufacture require components that are only available from one manufacturer. In these cases, supply shortages
will substantially curtail production using a particular component such as semiconductors, microcontrollers, cold-
rolled grain-oriented steel, copper and polycarbonate. A supply shortage may increase our costs if we are forced
to pay higher prices for components or raw materials or both, or if we have to redesign or reconfigure products to
accommodate a substitute component. When prices rise, they may impact our margins and results of operations if
we are not able to pass the increases onto our customers or otherwise offset them.

We are highly dependent on our imports of semiconductors from various geographies and in the past, we have
faced a significant shortage of semiconductors. There has been a significant amount of stockpiling of
semiconductors by OEMs in various sectors. The lockdowns and restrictions in response to the COVID-19
pandemic had affected deliveries of semiconductors from our suppliers to us. Additionally, our Nashik
Manufacturing Facility I, due to dependence on a single manufacturer of microcontrollers have also undertaken
spot purchasing of microcontrollers at high prices to maintain production of its products Further, prices of copper
and polycarbonate have undergone significant change which has increased cost of our manufactured products. We
may not be able to purchase the components and materials needed at favourable prices. Significant shortages or
delay in the supply or increase in costs of our major production inputs may adversely affect our ability to deliver
contracted volumes of manufactured products, increase our inventory carrying costs, increase our risk of exposure
to inventory obsolescence, and reduce our competitiveness. See, “Risk Factors – 14. Failure to manage
component and material purchasing and shortages in the supply of our major production inputs could
adversely affect our ability to deliver contracted volumes of manufactured products, increase our inventory
carrying costs, increase our risk of exposure to inventory obsolescence and may have a material adverse effect
on our results of operations and financial condition” and “Risk Factors – 16. The continuing impact of the
COVID-19 pandemic on our business and operations is uncertain and it may be significant and continue to
have an adverse effect on our business, operations and our future financial performance” on pages 48 and 50,
respectively.

TOTAL TURNOVER OF EACH MAJOR INDUSTRY SEGMENT

We are engaged in designing, development and manufacturing of test and measuring instruments and industrial
control products. Based on similarity of activities/products, risk and reward structure, organisation structure and
internal reporting systems, we have structured our operations into a single operating segment; however based on
the geographic distribution of activities, we have identified Asia, USA, Europe (other than Poland), Poland and

429
others as reportable geographical segments. For further details, see “Restated Consolidated Financial
Information – Segment Reporting” on page 380.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECTED OR ARE LIKELY TO

AFFECT INCOME FROM OPERATIONS

Other than as described in this section and in “Risk Factors”, “Industry Overview” and “Our Business” on pages
31, 170 and 243, respectively, there have been no significant economic changes that materially affected or are
likely to affect our Company’s income from operations.

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 section and the section titled “Our Business” on page 243, to our knowledge, there
are no known trends or uncertainties that have had or are expected to have a material adverse impact on our
revenues or income.

FUTURE CHANGES IN RELATIONSHIP BETWEEN COST AND REVENUE

Other than as described in this section and the sections of this Prospectus titled “Our Business”, and “Risk
Factors” on pages 243 and 31, respectively, to our knowledge there are no known factors that may adversely
affect our business prospects, results of operations and financial condition.

MATERIAL INCREASES IN NET INCOME AND SALES

Material increases in our Company’s net income and sales are primarily due to the reasons described in the section
titled “– Results of Operations” above on page 421.

NEW PRODUCTS OR BUSINESS SEGMENTS

Other than as disclosed in this chapter and in “Our Business” on page 243, there are no new products or business
segments that have or are expected to have a material impact on our business prospects, results of operations or
financial condition.

COMPETITIVE CONDITIONS

We operate in a competitive environment. For further details, see “Our Business – Competition”, “Industry
Overview” and “Risk Factors” on pages 282, 170 and 31, respectively.

SEASONALITY OF BUSINESS

There is no seasonality in our business.

MATERIAL DEVELOPMENTS SUBSEQUENT TO MARCH 31, 2023 THAT MAY AFFECT OUR
FUTURE RESULTS OF OPERATIONS

Except as disclosed above and elsewhere in this Prospectus, to our knowledge, no circumstances have arisen since
the date of the last financial statements disclosed in this Prospectus, which materially and adversely affect or are
likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities
within the next 12 months.

430
 SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, as on the date of this Prospectus, there are no outstanding (i) criminal
proceedings; (ii) actions taken by regulatory or statutory authorities including notices issued by such authorities;
(iii) claims related to direct and indirect taxes in a consolidated manner; or (iv) other pending litigation as
determined to be material by our Board pursuant to the Materiality Policy, in accordance with the SEBI ICDR
Regulations, in each case involving our Company, our Promoter, our Directors and our Subsidiaries (“Relevant
Parties”). Further, there are no disciplinary actions including penalties imposed by SEBI or stock exchanges
against our Promoter in the last five Financial Years, including any outstanding action. There are no outstanding
litigation proceedings that are so major that our survival is dependent on the outcome of such pending litigation.

For the purpose of point (iv) above, our Board in its meeting held on December 19, 2022 has considered and
adopted the Materiality Policy for identification of material outstanding litigation (including arbitration
proceedings) involving the Relevant Parties. In terms of the Materiality Policy, any pending litigation, including
arbitration proceedings (other than litigations mentioned in points (i) to (iii) above) involving the Relevant
Parties, has been considered ‘material’ for the purposes of disclosures in this Prospectus, where:

a) the claim / dispute amount, to the extent quantifiable, is equivalent to or exceeds, 1% of the consolidated
restated profit after tax of our Company for the most recently completed financial year i.e. ₹ 4.97 million,
as per the restated consolidated financial statements of our Company included in this Prospectus;

b) where the monetary impact is not determinable or quantifiable or the amount involved may not exceed the
materiality threshold set out under (a) above, but an outcome in any such litigation (including any litigation
under the Insolvency and Bankruptcy Code, 2016) would materially and adversely affect the Company’s
business, operations, cash flows, prospects, financial position, or reputation of the Company on a standalone
and consolidated basis; and

c) where the decision in one case is likely to affect the decision in similar matters such that the cumulative
amount involved in such matters exceeds the threshold as specified in (a) above, even though the amount
involved in an individual matter may not exceed the threshold as specified in (a) above.

Pre-litigation notices received by the Relevant Parties or Group Companies from third parties (excluding
governmental/ statutory/ regulatory/ judicial/ quasi-judicial/tax authorities or notices threatening criminal
action) shall, in any event, not be considered as litigation until such time that Relevant Parties or Group
Companies (to the extent such litigation has a material impact on the Company) are impleaded as defendants in
proceedings initiated before any court, arbitrator, tribunal, judicial forum or governmental authority or is notified
by any governmental, statutory or regulatory authority of any such proceedings that may be commenced against
the Relevant Parties or Group Companies (to the extent such proceeding has a material impact on the Company).

There are no outstanding litigation involving our Group Companies, the adverse outcome of which may have a
material impact on our Company.

For identification of material creditors, a creditor of the Company shall be considered to be material for the
purpose of disclosure in this Prospectus as per the Materiality Policy, if amounts due to such creditor is equal to
or exceeds 5% of the consolidated trade payables of the Company for the latest financial period for which restated
consolidated financial information is disclosed in this Prospectus. Accordingly, a creditor has been considered
‘material’ by our Company if the amount due to such creditor exceeds ₹ 41.43 million (“Material Creditor”).

I. Litigation involving our Company

A. Litigation filed against our Company

i. Criminal proceedings

Nil

ii. Actions by regulatory and statutory authorities

431
 1. The Regional PF Commissioner (II), Nashik passed an order dated September 8, 2010 (“2010 Order”)
requiring our Company to pay an amount of ₹ 6.08 million as provident fund contribution due for the
period from March 2006 to March 2009 to the trainees employed by our Company during the aforesaid
period, since the trainees were not considered as employees of the Company. Our Company filed an
appeal before the Employees Provident Fund Appellate Tribunal, New Delhi (“Appellate Tribunal”)
challenging the 2010 Order (“2010 Appeal”).

While the appeal was pending before the Appellate Tribunal, our Company also filed an application
before the Appellate Tribunal seeking a waiver of the requirement under the Employees Provident Fund
and Miscellaneous Provisions Act, 1952 to deposit 75% of the dues imposed under the 2010 Order prior
to an appeal. The Appellate Tribunal by its order dated October 4, 2010 reduced the deposit to 40% of
the dues under the 2010 Order and subject to deposit of such amount, admitted the application and stayed
the 2010 Order (“2010 Appellate Tribunal Order”). Against the 2010 Appellate Tribunal Order, our
Company filed a writ petition before the High Court of Bombay, which was dismissed by an order of the
High Court of Bombay dated November 30, 2010 (“2010 Bombay HC Order”).

Thereafter, the Appellate Tribunal by its order dated November 1, 2012 (the “2012 Appellate Tribunal
Order”) dismissed the 2010 Appeal. Subsequently, our Company filed a writ petition before the High
Court of Bombay challenging the 2012 Appellate Tribunal Order. The High Court of Bombay by its order
dated June 12, 2013 granted a stay on the 2012 Appellate Tribunal Order. Our Company had deposited
an amount of ₹ 2.43 million on December 3, 2010 with the Regional Provident Fund Commissioner,
Nashik and in compliance with the order dated September 2, 2014, our Company deposited a further
amount of ₹ 1.20 million with the Regional Provident Fund Commissioner, Nashik. The matter is
currently pending before the High Court of Bombay.

2. Our Company received a show cause notice dated November 18, 2022 from the Office of the
Commissioner of Customs NS-V, Mumbai Zone – II, Group-VA (“Custom Notice”) under Section 124
read with Section 28(4) and Section 5(2) of the Customs Act alleging that our Company indulged in the
evasion of payment of customs duty by claiming benefits applicable for “Lamination/ El Silicon Steel
Strips” and not for “Transformer Core” on certain products imported by our Company in 2020. The
Custom Notice states that our Company is required to show cause, inter alia, why: (i) certain goods
imported by the Company should not be confiscated; and (ii) differential custom duty amount of ₹ 1.51
million and ₹ 0.03 million should not be demanded and recovered from our Company. Our Company and
certain of our Directors, namely, Narendra Joharimal Goliya, Rathin Kumar Banerjee, Parappath
Kottekode Ramakrishnan, Krishnan Ganesan and Alipt Sharma, were also required to show cause as to
why penalty should not be imposed on our Company or each such Directors under Sections 112(a)/114A
and 114AA of the Customs Act. Our Company replied to the Custom Notice on December 15, 2022
requesting for certain documents mentioned in the Customs Notice. The Company has further replied to
the show cause notice requesting that no penalty be imposed. We have received a notice from the Office
of Commissioner of Customs informing us regarding the personal hearing scheduled on September 1,
2023/September 11, 2023/September 21, 2023 for this matter. The matter is currently pending.

iii. Other pending litigations

Our Company received a legal demand notice dated April 18, 2022 (“Legal Notice”) from Ambit Energy
Private Limited (“Plaintiff”) alleging failure to adhere to quality standards and technical hurdles in
relation to the radius solar on-grid string inverters purchased by it from our Company and claiming an
amount of ₹ 65.80 million and additional cost of ₹ 0.05 million. Our Company replied to the Legal Notice
on May 11, 2022 rejecting the allegations and claims mentioned thereunder. Pursuant to the Legal Notice,
our Company received notices from the District Court Mediation Center, Rajkot dated June 23, 2022 and
August 4, 2022 (“Mediation Notices”) for pre-institution of mediation in relation to the commercial
dispute filed by Ambit Energy Private Limited. Our Company vide letter dated August 23, 2022
authorized its representative to appear before the District Court Mediation Center and decline to
participate in the mediation process on our behalf. Subsequently, the Plaintiff filed a suit in the court of
5th Addl. SR. Civil Judge and ACJM, Civil Court, Rajkot praying for, inter alia, an amount of ₹ 65.80
million. The matter is currently pending.

B. Litigation filed by our Company

i. Criminal proceedings

432
 Nil

ii. Other pending litigations

Nil

C. Tax proceedings against our Company

S. No. Particulars Number of cases Aggregate amount involved

(in ₹ million)
1. Direct Tax Nil Nil
2. Indirect Tax Nil Nil
Total Nil Nil

D. Complaints received during the Offer

Complaints from Mangala Rajendra Mehta dated January 2, 2023 and Surendra Goliya dated January 5,
2023 and January 24, 2023, were received by SEBI in relation to the Draft Red Herring Prospectus, wherein
they had expressed their intention to not be named as Promoter Group. In relation to such complaints, our
Company had previously received an affidavit from Mangala Rajendra Mehta dated September 1, 2022
stating her unwillingness to be identified, categorized and disclosed as a member of the Promoter Group and
had not received any response from Surendra Goliya to the letters our Company sent requesting for
information for categorization as Promoter Group. Pursuant to such affidavit from Mangala Rajendra Mehta
and the absence of communication from Surendra Goliya, our Company had filed an application dated
October 12, 2022 with SEBI seeking an exemption from including Mangala Rajendra Mehta and Surendra
Goliya and their connected entities as members of the Promoter Group. Subsequently, SEBI in its letter dated
December 29, 2022, had directed our Company to include Mangala Rajendra Mehta and Surendra Goliya,
as part of the Promoter Group of the Company based on information available in the public domain. Our
Company had intimated Surender Goliya and Mangala Mehta on December 29, 2022 regarding their
inclusion as members of the Promoter Group pursuant to such letter. For further details, see “Summary of
this Prospectus - Exemption from complying with any provisions of securities laws, if any, granted by the
SEBI” on page 29. Further, our Company received the affidavit from Surendra Goliya dated January 7, 2023
stating his unwillingness to be identified, categorized and disclosed as a member of the Promoter Group
further to his complaint dated January 5, 2023. In response to such complaints, our Company has responded
to Surender Goliya on January 16, 2023 and February 3, 2023 and to Mangala Mehta on January 12, 2023
reiterating intimation regarding their inclusion as a member of the Promoter Group. See “Risk Factors – 8.
Two of the immediate relatives of our Promoter, who are deemed to be a part of the Promoter Group under
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 have not provided consent, information or any confirmations or undertakings pertaining to
themselves which are required to be disclosed in relation to a member of the Promoter Group in this
Prospectus” on page 36.

There are no ongoing pending litigations arising as a result of the abovementioned complaints received by
our Company on the Draft Red Herring Prospectus and there is no existing/ potential financial impact of the
complaints on our Company.

II. Litigation involving our Subsidiaries

A. Litigation filed against our Subsidiaries

i. Criminal proceedings

Nil

ii. Actions by regulatory and statutory authorities

1. Voivodeship Labour Office in Zielona Góra through its notice dated April 27, 2023, and delivered
on May 5, 2023, required Lumel SA to return funds previously received by Lumel SA towards
financial support for the protection of jobs. The support previously received was granted on the basis
of the Polish National Act (Act of March 2, 2020, on special solutions related to the prevention,

433
 counteracting and combating of COVID-19, other infectious diseases and crisis situations caused by
them, (Journal of Laws 2021.2095, i.e., of November 22, 2021) (the “Polish Act”). One of the
conditions for qualifying for co-financing was to demonstrate a decrease in sales of goods or services
by not less than 25%, calculated as the ratio of turnover from any given calendar month after
December 31, 2019 to the day preceding the date of submission of the application, compared to the
turnover of the previous month, where 30 consecutive calendar days were also considered a month,
if the comparative period began during a calendar month, i.e. on a day other than the first day of a
given calendar month. The Polish Act did not define the method of determining the decrease in the
sale of goods or services, accordingly Lumel SA provided data in accordance with the extracts from
the books of accounts. Currently, the Voivodship Labour Office in Zielona Góra is of the opinion
that these data should be based on JPK files, which means official reports for VAT purposes.
According to the data based on the books, the decrease (March to April 2020) was 27.89%, while
according to data obtained from the National Revenue Administration by the Voivodship Labour
Office in Zielona Góra, it was 24.87%, which resulted in a slight shortage being now the basis of the
dispute. The case is at the preliminary stage of the request for payment and the notice was received
on May 5, 2023 (case no.RF.803.1027.6.2020.ER). Formal explanatory actions, containing the total
denial of the claim, were performed by Lumel SA on May 17, 2023. The matter is currently pending.

iii. Other pending litigations

Nil

B. Litigation filed by our Subsidiaries

i. Criminal proceedings

Nil

ii. Other pending litigations

Nil

C. Tax proceedings

S. No. Particulars Number of cases Aggregate amount involved*

(in ₹ million)
1. Direct Tax 3 Nil
2. Indirect Tax Nil Nil
Total 3 Nil
*
To the extent quantifiable.

III. Litigation involving our Directors

A. Litigation filed against our Directors

i. Criminal proceedings

Nil

ii. Actions by regulatory and statutory authorities

Except as disclosed in paragraph 2 of “– Litigation involving our Company - Actions by regulatory and
statutory authorities” above on page 432, there are no pending actions taken by regulatory and statutory
authorities against our Directors.

iii. Other pending litigations

Gwalior Alcobrew Private Limited (“Petitioner”) had filed a suit against Concord Enviro Systems
Limited (“Concord”), Rochem Separation Systems (India) Private Limited, the promoters of Concord,
Alipt Sharma (one of our Directors) and Rochem Water Treatment GmbH, (collectively, “Defendants”)

434
 claiming damages of approximately ₹ 114.06 million, with respect to breach of the terms of the purchase
order dated October 14, 2016 (“PO”) entered into by the Petitioner with Concord, pertaining to the
manner of installation, commissioning etc. of the effluent treatment system and reverse osmosis system
(“ETP”) in terms of the PO executed with Concord, before the Court of the VII Additional District and
Sessions Judge, District Court, Gwalior (“Court”). The matter was listed for hearing on July 19, 2022.
Concord was required to file a reply to the notice issued by the Petitioner, by September 9, 2022.
Thereafter, the Defendants have in their written statement dated October 17, 2022 submitted that the
Defendants, in their meeting dated April 5, 2019 with the Petitioner agreed to optimise the ETP free of
cost and with no further demand for payments until the ETP was optimised. Accordingly, the mutual
minutes of the meeting dated April 5, 2019 constituted a new agreement between the Defendants and the
Petitioner which superseded the PO. Accordingly, the defendants have prayed for dismissal of the suit
filed by the Petitioner and an award for costs in favour of the Defendants. The matter is currently pending
final disposal.

B. Litigation filed by our Directors

i. Criminal proceedings

Nil

ii. Other pending litigations

Nil

C. Tax proceedings

S. No. Particulars Number of cases Aggregate amount involved

(in ₹ million)
1. Direct Tax 4 0.68
2. Indirect Tax Nil Nil
Total 4 0.68

IV. Litigation involving our Promoter

A. Litigation filed against our Promoter

i. Criminal proceedings

Nil

ii. Actions by regulatory and statutory authorities

Except as disclosed in paragraph 2 of “– Litigation involving our Company - Actions by regulatory

and statutory authorities” above on page 432, there are no pending actions taken by regulatory and
statutory authorities against our Promoter.

iii. Other pending litigations

Nil

iv. Disciplinary actions including penalty imposed by the SEBI or Stock Exchanges against our
Promoter in the last five Financial Years

Nil

B. Litigation filed by our Promoter

i. Criminal proceedings

Nil

435
 ii. Other pending litigations

Nil

C. Tax proceedings

S. No. Particulars Number of cases Aggregate amount involved

(in ₹ million)
1. Direct Tax 4 0.68
2. Indirect Tax Nil Nil
Total 4 0.68

V. Litigation involving our Group Companies

As on the date of this Prospectus, our Group Companies are not parties to any pending litigation which will
have a material impact on our Company.

VI. Outstanding dues to creditors

As of March 31, 2023, outstanding dues to material creditors, MSME creditors and other creditors were as
follows:

Type of Creditors* Number of Amount involved

Creditors (in ₹ million)
Dues to Micro, Small and Medium Enterprises 84 53.90
Dues to a material creditor 2 153.46
Dues to Other creditors# 879 621.16
Total outstanding dues 965 828.52
*
Based on the certificate dated August 9, 2023 from Shah & Mantri, Chartered Accountants.
#
Trade Payables of the Company include certain adjustments on account of reinstatements and certain provision for expenses having
aggregate value of ₹ 79.73 million which may or may not be directly attributable to a specific creditor. All such reinstatements and
provisions are considered as one creditor only. However, we have not considered the said creditor to compute its eligibility to become
a material creditor.

The details pertaining to outstanding dues to the material creditors, along with names and amounts involved
for each such material creditors are available on the website of our Company at
https://rishabh.co.in/uploads/Investor_Relations/Material%20Creditors.pdf. It is clarified that such details
available on our Company’s website do not form a part of this Prospectus and should not be deemed to be
incorporated by reference. Anyone placing reliance on any source of information including our Company’s
website, https://rishabh.co.in/ would be doing so at their own risk.

VII. Material Developments since the last balance sheet date

Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 406, there have been no material developments, since the date of the last financial statements
disclosed in this Prospectus, which materially and adversely affect, or are likely to affect, our operations or our
profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities within the
next 12 months.

436
 GOVERNMENT AND OTHER APPROVALS

Our business requires various approvals, consents, licenses, registrations and permits issued by relevant
governmental, statutory and regulatory authorities of the respective jurisdictions under various rules and
regulations. Set out below is an indicative list of consents, licenses, registrations, permissions, and approvals
obtained by (a) our Company and (b) our Material Subsidiaries, which are considered material and necessary
for the purposes of undertaking their respective business activities and operations.

Except as mentioned below, no further material consents, licenses, registrations, permissions, and approvals are
required to undertake the Offer or to carry on the business and operations of our Company and Material
Subsidiaries. Additionally, unless otherwise stated herein and in “Risk Factors – 33. Any failure to obtain or
renew any of the approvals, licenses, permits or certificates required for our business could materially and
adversely affect our operations” on page 60, these approvals, consents, licenses, registrations and permits are
valid as on the date of this Prospectus. Certain approvals, licenses, registrations and permits may expire
periodically in the ordinary course and applications for renewal of such expired approvals are submitted in
accordance with applicable requirements and procedures. For further details in connection with the regulatory
and legal framework within which we operate, see the section titled “Key Industry Regulations and Policies in
India” on page 283.

We have also set out below, (i) material approvals or renewals applied for but not received; (ii) material approvals
expired and renewal yet to be applied for; and (iii) material approvals required but not obtained or applied for,
in respect of our Company and Material Subsidiaries, as on the date of this Prospectus.

I. Approvals in relation to the Offer

For details of corporate and other approvals in relation to the Offer, see “Other Regulatory and Statutory
Disclosures – Authority for the Offer” on page 441.

II. Incorporation details of our Company and Material Subsidiaries

For details of the incorporation details of our Company and Material Subsidiaries, see “History and Certain
Corporate Matters - Subsidiaries” on page 291.

III. Material approvals obtained in relation to our Company

Our Company requires various approvals issued by central and state authorities under various rules and
regulations to carry on its business and operations in India. Some of these may expire in the ordinary course
of business and applications for renewal of these approvals are submitted in accordance with the applicable
procedures and requirements. Our Company has received the following material approvals pertaining to its
business and operations:

A. Tax related approvals obtained by our Company

(i) The permanent account number of our Company is AAACR2228Q.

(ii) The tax deduction account number of our Company is PNER08096E.

(iii) GST registrations for payments under various central and state goods and services tax legislations.

(iv) Professional tax registrations under the applicable state specific laws.

B. Labour related approvals obtained by our Company

(i) Certificate of registration issued under the Employees’ Provident Funds and Miscellaneous Provisions
Act, 1952.

(ii) Certificate of registration issued under the Employees’ State Insurance Act, 1948.

437
C. Material approvals obtained in relation to the business and operations of our Company

In order to carry on our operations and manufacturing activities in India, our Nashik Manufacturing Facility
I and Nashik Manufacturing Facility II require various approvals, licenses and registrations under several
central or state-level acts, rules and regulations. While some of the approvals and licenses are granted in the
name of our Company, certain approvals and licenses obtained are specific to each facility, on the basis of
location as well as the nature of operations carried out at such facilities. Some of the approvals, licenses and
registrations that we are required to obtain and maintain may expire in the ordinary course of business and
applications for renewal of such approvals are submitted by us in accordance with applicable procedures and
requirements.
An indicative list of the material approvals in relation to our Nashik Manufacturing Facility I and Nashik
Manufacturing Facility II (“Material Approvals”) are provided below:
1. Factory licenses: Under the Factories Act, 1948 and the rules made thereunder, we are required to obtain
registrations for our manufacturing facilities. Such licenses are subject to periodic renewal.

2. Importer exporter code: We are mandatorily required to obtain importer-exporter code (“IE Code”) from
the Directorate General of Foreign Trade, Ministry of Commerce and Industry, GoI to import or export to
and from India. The IE Code allotted to our Company is valid for all our manufacturing facilities. The IE
Code for our Company is 0388053399. It does not have an expiry and there is no requirement for renewal.

3. No objection certificates from fire department: We are required to obtain no objection certificate from the
Maharashtra Industrial Development Corporation under the Maharashtra Fire Prevention and Life Safety
Act, 2006 in relation to adequacy of firefighting arrangements at our Company’s manufacturing facilities
situated at Nashik.

4. Labour law related approvals: Under the scheme of labour laws, we are required to obtain certificate of
registration under the Contract Labour (Regulation and Abolition) Act, 1970 and rules of the relevant states,
as applicable in establishments where we have employed contract labour. Such registration may be subject
to renewals.

5. Shops and establishment registration: In states where our offices are located, registration under the
respective shops and establishment acts of those states, wherever enacted or in force, is required. The terms
of registration, renewal procedure and requirement for such registrations may differ under the respective
state legislations.

6. Environment related approvals: We are required to obtain environment related clearances, consents, and
authorizations including consent to operate under the Water (Prevention and Control of Pollution) Act, 1974,
as amended, Air (Prevention and Control of Pollution) Act, 1981, as amended and authorization/ renewal of
authorisation for operating a facility for generation, storage and disposal of hazardous wastes under
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 from the state
pollution control board. Such licenses, consents and authorisations are subject to periodic renewal.

7. Electricity related approvals: We are required to obtain load sanction approvals under the Indian Electricity
Act, 2003 for supply of electricity to our manufacturing facilities from the Maharashtra State Electricity
Distribution Company Limited. In addition, we are also required to register our diesel generator sets under
the Bombay Electricity Duty Rules, 1962.

In addition to the Material Approvals mentioned above, we have also obtained authorisations from the
Ministry of Electronics and Information Technology of GoI, for incentives in relation to manufacturing and
sales of certain of our products under the Modified Special Incentive Package Scheme (M-SIPS).
Additionally, our Nashik Manufacturing Facility I is ISO 9001:2015 certified in manufacturing, despatch,
service and repair of electrical and electronic measuring instruments and their accessories, solar inverters
and manufacturing and despatch of plastic injection moulded components and sheet metal pressed
components and our Nashik Manufacturing Facility II is ISO 9001:2015 certified in design of electrical and
electronic measuring instruments and their accessories, design, manufacturing and despatch of moulds, press
tools, jigs, fixtures and their accessories and design of solar inverters.

Further, the in-house research and development units of our manufacturing facilities situated in India are
registered as research institutions with the Department of Scientific and Industrial Research, Ministry of

438
 Science and Technology, GoI for the purposes of availing custom duty exemption. This registration is subject
to periodic renewal.

IV. Material Approvals obtained in relation to Lumel SA and Lumel Alucast

A. Tax related approvals obtained by Lumel SA and Lumel Alucast

(i) Tax identification number for doing business and also necessary to create invoices for Lumel SA and
Lumel Alucast are NIP-9731024988 and NIP-5272651470, respectively.

(ii) Tax identification number for doing export business and also necessary to create invoices for Lumel SA
and Lumel Alucast are NIP- PL 973104988 and NIP- PL 5272651470, respectively.

(iii) Chamber of tax administration (EU custom code requirement) for Lumel SA and Lumel Alucast are EORI
– PL 973102498800000 and EORI - PL 527265147000000 respectively.

B. Material approvals obtained in relation to the business and operations of our Material Subsidiaries
In order to carry on their operations Lumel SA and Lumel Alucast require approvals, licenses and registrations
under various state laws, rules, and regulations. An indicative list of the material approvals required by Lumel SA
and Lumel Alucast is provided below:
(i) Registry number compulsory for establishing capital company and operating for Lumel SA and Lumel
Alucast are KRS – 0000592422 and KRS – 0000381491, respectively.
(ii) Statistical registration number compulsory for establishing capital company and operating for Lumel SA
and Lumel Alucast are REGON – 363245157 and REGON – 142872224, respectively.
(iii) Permission granted to enable the use of the buildings for Lumel SA and Lumel Alucast are
PINB.7353.B.B.160.2020.1270.TS and PINB-7353/B/335/08-1808, respectively.
(iv) Permit to carry out activities consisting of storage of material in a radioactive sources warehouse for Lumel
SA is D – 220072.
(v) Permit to carry out activities consisting in use and transport of the radioactive sources in the field for Lumel
SA is D – 220073.
(vi) Permit to carry out activities consisting of launch of a Z-class laboratory and use of sealed radioactive
sources in the launched laboratory for Lumel SA is D – 220065.
(vii) Permit to release gases and dust into the air for Lumel SA is DROS.6225.7.2016.JG.
(viii) Permission to generate waste for Lumel SA is DROS.6221.11.2014.AS.
(ix) Integrated permit for the production and management of waste, emission of gases and dust into the air and
water and sewage management for Lumel Alucast is DŚ.II.7222.109.2019.
(x) Water law permit for the discharge of pre-treated industrial wastewater containing substances particularly
harmful to the aquatic environment for Lumel Alucast is WR.ZUZ.7.4210.290.2021.MŚ.
V. Material Approvals pending in respect of our Company and Material Subsidiaries
A. Material approvals or renewals for which applications are currently pending before relevant
authorities
i. Company

S. No. Description Authority

1. Renewal of consent under Water, Air (Prevention & Control of Pollution Act), 1974, Air Maharashtra Pollution Control Board
(Prevention and Control of Pollution) Act, 1981 and Hazardous and Other Wastes
(Management and Transboundry Movement) Rules, 2016

ii. Material Subsidiaries

Nil

439
 B. Material approvals expired and renewal yet to be applied for

i. Company

Nil

ii. Material Subsidiaries

Nil

C. Material approvals required but not obtained or applied for

i. Company

S. No. Description Authority

1. No-objection certificate under the Environment (Protection) Act, 1986 for extraction of Central Ground Water Authority
ground water for Nashik Manufacturing Facilities

ii. Material Subsidiaries

Nil

Further, pursuant to the conversion of our Company to a public limited company and the consequent change in
the name of our Company, as mentioned in “History and Certain Corporate Matters” on page 287, we have/are
in the process of filing certain applications / intimations for issuance of fresh approvals or to take on record the
change of name in various licenses obtained from regulatory or statutory authorities under the applicable laws, as
applicable. For risks associated with material approvals or renewals for which applications have not been made
or are currently pending before relevant authorities, see “Risk Factors – 33. Any failure to obtain or renew any
of the approvals, licenses, permits or certificates required for our business could materially and adversely affect
our operations” on page 60.

VI. Intellectual property approvals in relation to our Company, Lumel SA and Lumel Alucast

Trademarks

As on the date of this Prospectus, our Company has 19 registered trademarks in India.

Further, as on the date of this Prospectus, Lumel SA has two registered trademarks and Lumel Alucast has its logo
registered with the European Union Intellectual Property Office.

Patents

As on the date of this Prospectus, our Company has two registered patents in India and inter alia, the United States
of America, the United Kingdom and Poland.

As on the date of this Prospectus, Lumel SA has two pending applications for patents in Poland.

Designs

As on the date of this Prospectus, our Company has three design registrations in India. For risks associated with
intellectual property, please see, “Risk Factors – 24. Our efforts in obtaining and protecting our patents,
trademarks and other intellectual property may be costly and unsuccessful and we may not be able to protect
our rights under our future patents, trademarks and other intellectual property” and “Risk Factors – 28. Our
manufacturing, production and design processes and services may result in exposure to intellectual property
infringement and other claims including with respect to any third party intellectual property we use” on pages
56 and 58, respectively.

440
 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

Corporate Approvals

• Our Board has authorised the Offer by way of its resolution dated December 19, 2022 and our Shareholders
have approved the Fresh Issue pursuant to a special resolution passed on December 22, 2022. Further, our
Board has taken on record the consent of the Selling Shareholders to participate in the Offer for Sale pursuant
to resolutions passed at their meetings held on December 19, 2022 and August 7, 2023.

• Our Board pursuant to their resolution dated December 29, 2022 had approved the Draft Red Herring
Prospectus for filing with SEBI and the Stock Exchanges.

• Our Board and IPO Committee pursuant to their resolutions dated August 22, 2023 and August 23, 2023,
respectively, had approved the Red Herring Prospectus for filing with the RoC, the SEBI and the Stock
Exchanges.

• Our Board has on September 4, 2023 approved this Prospectus for filing with the RoC, SEBI and the Stock
Exchanges.

Approvals from the Selling Shareholders

Each of the Selling Shareholders have, severally and not jointly, confirmed and authorised the inclusion of its
respective proportion of the Offered Shares pursuant to the Offer for Sale, as set out below:

S. Name of the Selling Pre-Offer Pre-Offer % Date of consent Date of board Maximum
No. Shareholder Equity of letter resolution/ number of
Shares Equity Share corporate Offered Shares
held capital authorization
1. Asha Narendra 4,500,000 15.38 December 19, 2022 NA 1,500,000(3)
Goliya(1)
2. Rishabh Narendra 3,600,00 12.31 December 19, 2022 NA 400,000(3)
Goliya(1)
3. Narendra Rishabh 517,500 1.77 December 19, 2022 NA 517,500(3)
Goliya (HUF)(2)
4. SACEF 7,010,678 19.33 August 7, 2023 August 1, 2023 7,010,678(3)
Total 9,428,178(3)
(1)
Jointly held with Narendra Joharimal Goliya, where Narendra Joharimal Goliya is the second holder.
(2)
Through its karta, Narendra Joharimal Goliya.
(3)
Subject to finalisation of the Basis of Allotment.

Each of the Selling Shareholders, severally and not jointly, confirms that its portion of the Offered Shares is in
compliance with Regulation 8 of the SEBI ICDR Regulations.

In-principle Listing Approvals

Our Company has received in-principle approvals from the BSE and the NSE for the listing of our Equity Shares
pursuant to their letters each dated February 3, 2023.

Prohibition by Securities Exchange Board of India, Reserve Bank of India or Governmental Authorities

Our Company, our Promoter (the person in control of our Company), members of our Promoter Group and
Directors are not prohibited from accessing or operating in the capital market or debarred from buying, selling or
dealing in securities under any order or direction passed by the SEBI or any securities market regulator in any
other jurisdiction or any other authority/court.

Each of the Selling Shareholders severally and not jointly confirm, with respect to themselves, that none of them
are prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under
any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other
authority/court.

441
Our Company or our Promoters or Directors are not declared as ‘Fraudulent Borrowers’ by the lending banks or
financial institution or consortium, in terms of RBI master circular dated July 1, 2016.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, our Promoter, members of our Promoter Group and each of the Selling Shareholders, severally
and not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules,
2018, as amended, to the extent applicable to them, as on the date of this Prospectus.

Directors associated with securities market

None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding
actions initiated by SEBI against any of our Directors, in the five years preceding the date of this Prospectus

Eligibility for the Offer

Our Company is eligible to undertake the Offer in accordance with the eligibility criteria provided in Regulation
6(1) of the SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following
manner:

• our Company has net tangible assets of at least ₹ 30.00 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held
in monetary assets;

• our Company has an average operating profit of at least ₹ 150.00 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding three years;

• our Company has a net worth of at least ₹ 10.00 million in each of the three preceding full years (of 12
months each), calculated on a restated and consolidated basis; and

• there has been no change of name of our Company at any time during the one year immediately preceding
the date of filing of this Prospectus, other than the deletion of the word “Private” from the name of our
Company pursuant to conversion to a public limited company. Our Company has not undertaken any new
activity pursuant to such change in name.

Set forth below are our Company’s net tangible assets, monetary assets, monetary assets as a percentage of our
net tangible assets, operating profit and net worth, derived from our Restated Consolidated Financial Information
included in this Prospectus.

(₹ in million, unless otherwise stated)

As at and for the Financial year ended as on
March 31, 2023 March 31, 2022 March 31, 2021
Restated net tangible assets 3,821.35 3,208.39 2,758.44
Restated monetary assets 1,060.52 1,079.66 1,194.21
% of monetary assets to net tangible assets 27.75 33.65 43.29
Restated operating profit 658.65 626.72 489.67
Average restated operating profit 591.68
Net worth 3,927.10 3,402.54 2,953.30

Our Company had operating profits in each of the Fiscals 2023, 2022 and 2021 in terms of our Restated
Consolidated Financial Information and an average restated operating profit for Fiscal 2023, 2022 and 2021.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with the conditions specified in Regulation 7(2)
of the SEBI ICDR Regulations, to the extent applicable.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith.

442
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable. Our Company is in compliance with the following conditions
specified in Regulation 5 of the SEBI ICDR Regulations:

• our Company, the Selling Shareholders, our Promoter, the members of our Promoter Group, and our
Directors are not debarred from accessing the capital market by SEBI;

• neither our Promoter nor any of our Directors are promoters or directors of companies which are debarred
from accessing the capital markets by SEBI;

• none of our Company, our Promoter or our Directors have been categorized as a Wilful Defaulter or a
Fraudulent Borrower;

• neither our Promoter nor any of our Directors are Fugitive Economic Offenders; and

• as on the date of this Prospectus, except for any options outstanding under ESOP 2016, ESOP 2022 Scheme
A and ESOP 2022 Scheme B, there are no outstanding warrants, options or rights to convert debentures,
loans or other instruments convertible into, or which would entitle any person any option to receive Equity
Shares.

DISCLAIMER CLAUSE OF THE SECURITIES EXCHANGE BOARD OF INDIA

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING DAM CAPITAL, MIRAE ASSET
AND MOTILAL OSWAL, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT
RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH
THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT
IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, EACH OF THE SELLING
SHAREHOLDERS, SEVERALLY AND NOT JOINTLY, WILL BE RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY IT IN THE DRAFT RED
HERRING PROSPECTUS IN RELATION TO ITSELF FOR ITS RESPECTIVE PORTION OF THE
OFFERED SHARES. THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE SELLING SHAREHOLDERS
DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGERS, BEING DAM CAPITAL, MIRAE ASSET AND
MOTILAL OSWAL HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED
DECEMBER 29, 2022 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(FORM A) OF THE
SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED
OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER
CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER
RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING
LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING
PROSPECTUS.

Disclaimer from our Company, our Directors, the Selling Shareholders and the Book Running Lead
Managers

443
Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Prospectus or in the advertisements or any other material issued by or at our
Company’s instance and anyone placing reliance on any other source of information, including our Company’s
website, www.rishabh.co.in, or any website of any Subsidiaries or affiliates of our Company, or of any of the
Group Companies or of any of the Selling Shareholders, would be doing so at his or her own risk. It is clarified
that none of the Selling Shareholders, nor any of its respective directors, partners, trustees, affiliates, associates
and officers, accept and/or undertake any responsibility for any statements made or undertakings provided by any
person other than those specifically made or undertaken by such Selling Shareholder in this Prospectus in relation
to itself and its respective portion of the Offered Shares.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.

All information shall be made available by our Company, each of the Selling Shareholders (solely to the extent
relating to itself and its respective portion of the Offered Shares) and the BRLMs to the public and investors at
large and no selective or additional information would be available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at Bidding centres or elsewhere.

Bidders who Bid in the Offer will be required to confirm and will be deemed to have represented to our Company,
the Selling Shareholders, Underwriters and their respective directors, partners, designated partners, trustees,
officers, agents, affiliates, and representatives that they are eligible under all applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares
to any person who is not eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire
the Equity Shares. Our Company, the Selling Shareholders, Underwriters and their respective directors, partners,
designated partners, trustees, officers, agents, affiliates, and representatives accept no responsibility or liability
for advising any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, the Selling Shareholders and their respective affiliates
or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company, the Selling Shareholders and their
respective affiliates or associates or third parties, for which they have received, and may in the future receive,
compensation.

Disclaimer in respect of Jurisdiction

This Offer has been made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, as amended, including Indian nationals resident in
India, HUFs, companies, other corporate bodies and societies registered under applicable laws in India and
authorised to invest in equity shares, domestic Mutual Funds registered with SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to permission from RBI), systemically
important NBFCs or trusts under applicable trust law and who are authorised under their respective constitutions
to hold and invest in equity shares, public financial institutions as specified in Section 2(72) of the Companies
Act, 2013, multilateral and bilateral development financial institutions, state industrial development corporations,
insurance companies registered with IRDAI, provident funds (subject to applicable law) and pension funds
registered with the Pension Fund Regulatory and Development Authority established under sub-section (1) of
section 3 of the Pension Fund Regulatory and Development Authority Act, 2013, National Investment Fund,
insurance funds set up and managed by army, navy or air force of Union of India, insurance funds set up and
managed by the Department of Posts, GoI, NBFC-SIs and permitted Non-Residents including FPIs and Eligible
NRIs, AIFs, and other eligible foreign investors, if any, provided that they are eligible under all applicable laws
and regulations to purchase the Equity Shares.

The Red Herring Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity
Shares offered hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in
such jurisdiction. Any person into whose possession the Red Herring Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity
Shares offered in the Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India
or the preliminary offering memorandum for the Offer, which comprises the Red Herring Prospectus and the
preliminary international wrap for the Offer, if the recipient is outside India.

444
Any dispute arising out of this Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, India
only.

The Equity Shares represented hereby may not be offered or sold, directly or indirectly, and the Red Herring
Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable
in such jurisdiction. Neither the delivery of the Red Herring Prospectus, nor any offer or sale hereunder, shall,
under any circumstances, create any implication that there has been no change in our affairs or in the affairs of
any of the Selling Shareholders from the date hereof or that the information contained herein is correct as of any
time subsequent to this date.

Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law.

No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the
preliminary offering memorandum for the Offer, which contains the selling restrictions for the Offer
outside India.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any other applicable law of the United States and, unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the
Equity Shares are being offered and sold only outside the United States in “offshore transactions” as
defined in, and in compliance with Regulation S and the applicable laws of the jurisdiction where those
offers and sales occur.

Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum
number of Equity Shares that can be held by them under applicable law. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made, by persons in any
such jurisdiction except in compliance with the applicable laws of such jurisdiction.

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of Equity Shares within the
United States by a dealer (whether or not it is participating in the Offer) may violate the registration requirements
of the U.S. Securities Act.

The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory
authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal
offence in the United States. In making an investment decision investor must rely on their own examination of
our Company and the terms of the Offer, including the merits and risks involved.

Each purchaser of the Equity Shares in the Offer who does not receive a copy of the preliminary offering
memorandum for the Offer shall be deemed to:

• Represent and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that its Bid did not exceed investment limits or the maximum number of Equity Shares that can be held by it
under applicable law.

• Acknowledge that the Equity Shares offered in the Offer have not been and will not be registered under the
U.S. Securities Act or the laws of any state of the United States and are being offered and sold to it in “offshore
transactions” as defined in, and in reliance on, Regulation S.

• Represent and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that it was outside the United States (as defined in Regulation S) at the time the offer of the Equity Shares

445
 offered in the Offer was made to it and it was outside the United States (as defined in Regulation S) when its
buy order for the Equity Shares offered in the Offer was originated.

• Represent and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that it did not purchase the Equity Shares offered in the Offer as result of any “directed selling efforts” (as
defined in Regulation S).

• Represent and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that it bought the Equity Shares for investment purposes and not with a view to the distribution thereof. If in
the future it decides to offer, resell, pledge or otherwise transfer any of the Equity Shares offered in the Offer,
it agrees that it will not offer, sell, pledge or otherwise transfer any of the Equity Shares except in a transaction
complying with Rule 903 or Rule 904 of Regulation S or pursuant to any other available exemption from
registration requirements under the U.S. Securities Act and in accordance with all applicable securities laws
of the states of the United States and any other jurisdiction, including India.

• Agree to indemnify and hold our Company, the Selling Shareholders, the BRLMs and the Syndicate
Member(s) harmless from any and all costs, claims, liabilities and expenses (including legal fees and
expenses) arising out of or in connection with any breach of these representations, warranties or agreements.
It agrees that the indemnity set forth in this paragraph shall survive the resale of the Equity Shares purchased
in the Offer.

• Represent and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that if it acquired any of the Equity Shares offered in the Offer as fiduciary or agent for one or more investor
account(s), it has sole investment discretion with respect to each such account and that it has full power to
make the foregoing representations, warranties, acknowledgements and agreements on behalf of each such
account.

• Represents and warrant to our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s)
that if it acquired any of the Equity Shares offered in the Offer for one or more managed account(s), that it
was authorized in writing by each such managed account to subscribe to the Equity Shares offered in the
Offer for each managed account and to make (and it hereby makes) the representations, warranties,
acknowledgements and agreements herein for and on behalf of each such account, reading the reference to
“it” to include such accounts.

• Acknowledge that our Company, the Selling Shareholders, the BRLMs and the Syndicate Member(s) and
others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements
and agreements.

Disclaimer Clause of the BSE Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the BSE. The disclaimer clause as
intimated by the BSE to us is as under:

“BSE Limited (“the Exchange”) has given vide its letter dated February 03, 2023, permission to this Company to
use the Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities
are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not in any
manner: -

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c) take any responsibility for the financial or other soundness of this Company, its promoters, its management
or any scheme or project of this Company

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company may
do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in connection

446
with such subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for any
other reason whatsoever.”

Disclaimer Clause of the National Stock Exchange of India Limited

As required, a copy of the Draft Red Herring Prospectus has been submitted to the NSE. The disclaimer clause as
intimated by the NSE to us is as under:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/2141 dated February 03, 2023,
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it warrant
that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or
project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

Listing

The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on the
BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an
official quotation of the Equity Shares being issued and sold in the Offer and NSE is the Designated Stock
Exchange, with which the Basis of Allotment will be finalised.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus and this Prospectus in accordance with applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of Equity Shares at the Stock Exchanges are taken within six Working Days of the
Bid/Offer Closing Date or such other period as may be prescribed by the SEBI. Each of the Selling Shareholders,
severally and not jointly, confirms that it shall extend reasonable co-operation to the Company, as may be required
in relation to their respective Offered Shares, in accordance with applicable law, to facilitate the process of listing
the Equity Shares on the Stock Exchanges.

If our Company does not allot Equity Shares pursuant to the Offer within six Working Days from the Bid/Offer
Closing Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received
from Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the
delayed period. Each of the Selling Shareholders shall reimburse, severally and not jointly, and only to the extent
of the respective portion of their Offered Shares, and as mutually agreed and in accordance with applicable law,
any expenses and interest incurred by our Company on behalf of the Selling Shareholders for any delays in making
refunds as required under the Companies Act and any other applicable law, provided that the Selling Shareholders
shall not be responsible or liable for payment of any expenses or interest, unless such delay is solely and directly
attributable to an act or omission of such Selling Shareholder in relation to itself or its respective portion of the
Offered Shares.

Consents

Consents in writing of: (a) each of the Selling Shareholders, our Directors, our Company Secretary and
Compliance Officer, the legal counsel, the bankers and lenders to our Company, industry sources, the BRLMs,
Statutory Auditors, independent chartered engineer and Registrar to the Offer have been obtained; and (b) the
Syndicate Members, Bankers to the Offer/Escrow Bank, Public Offer Account Bank, Sponsor Bank(s) and Refund

447
Bank to act in their respective capacities, has been obtained and filed along with a copy of the Red Herring
Prospectus with the RoC as required under the Companies Act. Further, such consents have not been withdrawn
until the date of this Prospectus.

Expert

Except as stated below, our Company has not obtained any expert opinions:

Our Company has received written consent dated August 8, 2023 from M/s M S K A & Associates, our Statutory
Auditors, to include their name as required under section 26(5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013
and in respect of (i) their examination report dated July 24, 2023 on our Restated Consolidated Financial
Information; and (ii) their report dated August 8, 2023 on the Statement of Possible Special Tax Benefits in this
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

Our Company has received written consent dated August 8, 2023, from the chartered engineer, namely Manish M
Kothari in relation to the certificate dated August 8, 2023 for procurement of plant and machinery (including
software) and related items proposed to be purchased by the Company as part of the Expansion of Nashik
Manufacturing Facility I and to include his name, as required under Section 26(5) of the Companies Act 2013
read with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in its capacity as the chartered engineer.

Our Company has received written consent dated December 23, 2022, from the architect, namely Sanjay
Madhavrao Patil in relation to the report titled “Cost Assessment Report for Civil work and Utilities for a Proposed
Building to be constructed at Rishabh Instruments Limited”, to include his name, as required under Section 26(5)
of the Companies Act 2013 read with SEBI ICDR Regulations, in this Prospectus and as an “expert” as defined
under Section 2(38) of the Companies Act, 2013.

The above-mentioned consents have not been withdrawn as on the date of this Prospectus.

Particulars regarding public or rights issues during the last five years

There have been no public issues or any rights issues undertaken by our Company during the five years preceding
the date of this Prospectus.

Commission or brokerage on previous issues in the last five years

Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years preceding the date of this Prospectus.

Capital issues in the preceding three years by our Company, our listed group company, Subsidiaries and
associates

Except as disclosed in “Capital Structure – Notes to Capital Structure” on page 101, our Company has not made
any capital issuances during the three years preceding the date of this Prospectus.

As on the date of this Prospectus, our Company does not have any listed Subsidiaries or Group Companies or
Associates.

Performance vis-à-vis Objects – Public/ rights issue of our Company

Our Company has not undertaken any public issues, including any rights issues to the public in the five years
preceding the date of this Prospectus.

Performance vis-à-vis Objects –public/ rights issue of subsidiaries/ listed promoter

As on the date of this Prospectus, our Company does not have any listed Subsidiaries or listed Promoter.

448
Price Information of past issues handled by the Book Running Lead Managers

DAM Capital Advisors Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding
the current Financial Year) handled by DAM Capital

Sr. Issue name Issue size Issue Listing date Opening +/- % change in +/- % change in +/- % change
No. (₹ million) price (₹) price on closing price, [+/- closing price, [+/- % in closing
listing date % change in change in closing price, [+/- %
(in ₹) closing benchmark]- 90th change in
benchmark]- 30th calendar days from closing
calendar days listing benchmark]-
from listing 180th calendar
days from
listing
Avalon Technologies 8,650.00 436.00 April 18, 2023 436.00 -10.09%, +59.45%, Not applicable
1
Limited(1) [+2.95%] [+10.78]
Uniparts India 8,356.08 577.00 December 12, 575.00 -5.11%, -7.38%, -0.60%,
2
Limited(2) 2022 [-3.24%] [-4.82%] [+0.80%]
Inox Green Energy 7,400.00 65.00 November 23, 60.50 -30.77%, -32.77%, -26.85%,
3
Services Limited(2) 2022 [-1.11%] [-1.33%] [+0.36%]
4 Kaynes Technology 8,578.20 587.00 November 22, 778.00 +19.79%, +48.24%, +102.18%,
(1) 2022
India Limited [-0.25%] [-1.64%] [-0.22%]
5 Syrma SGS 8,401.26 220.00 August 26, 262.00 +31.11%, +29.20%, +20.66%,
Technology 2022 [-1.25%] [+4.55%] [+3.13%]
Limited(2)
6 CMS Info Systems 11,000.00 216.00 December 31, 218.50 +21.99%, +25.35%, +3.75%,
Limited(2) 2021 [-1.81%] [+0.74%] [-8.71%]
7 Metro Brands 13,675.05 500.00 December 22, 436.00 +21.77%, +14.57%, +7.93%,
Limited(2) 2021 [+4.45%] [+0.64%] [-9.78%]
8 C.E. Info Systems 10,396.06 1,033.00 December 21, 1,581.00 +70.21%, +48.48%, +21.40%,
(2)
Limited 2021 [+6.71%] [+2.74%] [-8.80%]
9 Star Health and 60,186.84 900.00@ December 10, 845.00 -14.78%, -29.79%, -22.21%,
Allied Insurance 2021 [+1.72%] [-6.66%] [-6.25%]
Company Limited(1)
10 Go Fashion (India) 10,136.09 690.00 November 30, 1,310.00 +59.75%, +32.91%, +48.90%,
Limited(1) 2021 [+1.36%] [-1.91%] [-3.71%]
Source: www.nseindia.com and www.bseindia.com
*A discount of INR 93 per equity share was provided to eligible employees bidding in the employee reservation portion.
@
A discount of INR 80 per equity share was provided to eligible employees bidding in the employee reservation portion.
(1) NSE was the designated stock exchange for the said issue.
(2) BSE was the designated stock exchange for the said issue.

Notes:

(a) Issue size derived from prospectus / basis of allotment advertisement, as applicable
(b) Price on NSE or BSE is considered for the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the
issue, as applicable
(c) % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is
calculated based on closing index on listing day vs closing index on 30th/ 90th / 180th calendar day from listing day.
(d) Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
(e) The Nifty 50 or S&P BSE SENSEX index is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer
at the time of the issue, as applicable
(f) Not applicable – Period not completed

2. Summary statement of price information of past issues (during the current Financial Year and two
Financial Years preceding the current Financial Year) handled by DAM Capital.
Financial Year Total Total funds Nos. of IPOs trading Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
ano. of raised at discount on as on premium on as on 30th discount as on 180th premium as on 180th
rIPOs (₹ million) 30th calendar days calendar days from calendar days from calendar days from
from listing date listing date listing date
listing date

Ove Betwee Less Over Between Less Over Between Less Over Between Less
r n than 50% 25%- than 50% 25%-50% than 50% 25%- than
50 25%- 25% 50% 25% 25% 50% 25%
% 50%
2023-24 1 8,650.00 - - 1 - - - - - - - - -
2022-23 4 32,735.54 - 1 1 - 1 1 - 1 1 1 - 1
2021-22 8 136,678.74 - - 4 2 - 2 - 2 2 - 1 3
Source: www.nseindia.com and www.bseindia.com
Notes:

449
 a. The information is as on the date of this offer document.
b. The information for each of the financial years is based on issues listed during such financial year.
c. Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available.

Mirae Asset Capital Markets (India) Private Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by Mirae Asset.

Nil

2. Summary statement of price information of past issues (during the current Financial Year and two Financial
Years preceding the current Financial Year) handled by Mirae Asset.

Nil

Motilal Oswal Investment Advisors Limited

1. Price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by Motilal Oswal.

+/- % change +/- % change

+/- % change in
in closing in closing
closing price,
Opening price, [+/- % price, [+/ %
[+/- % change
Designated Issue size Issue price on change in change in
S. in closing
Issue name Stock (₹ in Price Listing date listing closing closing
No. benchmark]-
Exchange million) (in ₹) date benchmark]- benchmark]-
30th calendar
(in ₹) 90th calendar 180th calendar
days from
days from days from
listing
listing listing
IKIO Lighting Limited BSE 6,065.00 285.00 June 16, 2023 391.00 +44.77% N.A. N.A.
1
[+4.22%]
Radiant Cash NSE 2,566.41 94.00 January 04, 103.00 +2.55% [- 2.23% [- -1.31%,
2
Management Limited 2023 2.40%] 3.75%] [+6.35%]
Tamilnad Mercantile BSE September 15, +2.14% -11.07%, [-
3 8,078.40 510.00 510.00 -8.43% [-3.36%]
Bank Limited 2022 [+4.34%] 1.33%]
Dreamfolks Services BSE September 6, +12.07% [- +14.80% +12.94%,
4 5,621.01 326.00 505.00
Limited 2022 1.91%] [+6.20%] [+1.24%]
BSE December 22, +21.77%, +14.57%, +7.93%, [-
5 Metro Brands Limited 13,675.05 500.00 436.00
2021 [+4.45%] [+0.64%] 9.78%]
Aditya Birla Sun Life NSE October, 11, -11.36%, -23.85%, [- -25.65%, [-
6 27,682.56 712.00 715.00
AMC Limited 2021 [+0.55%] 0.74%] 0.90%]
Devyani International NSE August 16, +32.83%, +78.39%, +97.17%,
7 18,380.00 90.00 140.90
Limited 2021 [+4.93%] [+9.30%] [+4.90%]
GR Infraprojects BSE +90.61%, +138.67%, +132.16%,
8 9,623.34 837.00 July 19, 2021 1,700.00
Limited(4) [+6.16%] [+16.65%] [+16.50%]
Source: Information has been taken from (nseindia.com, bseindia.com) as per respective Designated Stock Exchange of the above Issuer Companies, as applicable

Notes:
1. The S&P CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index, depending upon the Designated Stock Exchange.
2. Price is taken from NSE or BSE, depending upon Designated Stock Exchange for the above calculations.
3. The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days is a trading holiday, the
previous trading day is considered for the computation. We have taken the issue price to calculate the % change in closing price as on 30th, 90th and 180th
day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate the % change in closing price of the benchmark
as on 30th, 90th and 180th day.
4. Discount of ₹42.00 per Equity Share was offered to eligible employees bidding in the Employee Reservation Portion.
5. Not applicable – Period not completed.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial
Years preceding the current Financial Year) handled by Motilal Oswal.

Financial Total Total funds Nos. of IPOs Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading
Year no. of raised trading at discount premium on as on 30th discount as on 180th at premium as on
aIPOs (₹ million) on as on 30th calendar days from calendar days from 180th calendar days
r calendar days from listing date listing date from listing date
listing date

Ov Betwee Less Over Betwee Less Over Between Less Over Betwee Less
er n than 50% n than 50% 25%- than 50% n than
25% 25% 50% 25% 25%

450
 50 25%- 25%- 25%-
% 50% 50% 50%
2023- 24* 1 6,065.00 - - - - 1 - - - - - - -
2022-23* 3 16,265.81 - - 1 - - 2 - - 2 - - 1
2021-22* 4 69,360.95 - - 1 1 1 1 - 1 2 - 1
* The information is as on the date of the Prospectus.
# The information for each of the financial years is based on issues listed during such financial year.
Notes: Since 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available
Data for number of IPOs trading at premium/discount taken at closing price on NSE or BSE on the respective date, depending upon the
Designated Stock Exchange

Track record of past issues handled by the Book Running Lead Managers

For details regarding the track record of the BRLMs, as specified in circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the BRLMs, as set forth in the table below:

Sr. No Name of the BRLMs Website

1. DAM Capital Advisors Limited www.damcapital.in
2. Mirae Asset Capital Markets (India) Private Limited https://cm.miraeasset.co.in/
3. Motilal Oswal Investment Advisors Limited www.motilaloswalgroup.com

Stock Market Data of the Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

SEBI, by way of its circular dated March 16, 2021 as amended by its circular dated April 20, 2022 (“March 2021
Circular”), has identified the need to put in place measures, in order to manage and handle investor issues arising
out of the UPI Mechanism inter alia in relation to delay in receipt of mandates by Bidders for blocking of funds
due to systemic issues faced by Designated Intermediaries/SCSBs and failure to unblock funds in cases of partial
allotment/non allotment within prescribed timelines and procedures. Per the March 2021 Circular, SEBI has
prescribed certain mechanisms to ensure proper management of investor issues arising out of the UPI Mechanism,
including: (i) identification of a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts by
SCSBs for blocking and unblocking of UPI Mandate Requests; (iii) hosting of a web portal by the Sponsor Bank(s)
containing statistical details of mandate blocks/unblocks; (iv) limiting the facility of reinitiating UPI Bids to
Syndicate Members to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for non-
allotted/partially allotted applications is completed by the closing hours of one Working Day subsequent to the
finalisation of the Basis of Allotment.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 read with SEBI master circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023.

Separately, pursuant to the March 2021 Circular, the following compensation mechanism shall be applicable for
investor grievances in relation to Bids made through the UPI Mechanism, for which the relevant SCSBs shall be
liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for cancelled / ₹ 100 per day or 15% per annum of the From the date on which the request for
withdrawn / deleted applications Bid Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds From the date on which multiple amounts
same Bid made through the UPI other than the original application were blocked till the date of actual
Mechanism amount and unblock

451
Scenario Compensation amount Compensation period
2. ₹ 100 per day or 15% per annum of
the total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid 1. Instantly revoke the difference From the date on which the funds to the
Amount amount, i.e., the blocked amount less excess of the Bid Amount were blocked
the Bid Amount and till the date of actual unblock
2. ₹ 100 per day or 15% per annum of
the difference amount, whichever is
higher
Delayed unblock for non – Allotted/ ₹ 100 per day or 15% per annum of the From the Working Day subsequent to the
partially Allotted applications Bid Amount, whichever is higher finalisation of the Basis of Allotment till
the date of actual unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the post-Offer BRLM shall be liable to compensate the investor
₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for
the period ranging from the day on which the investor grievance is received till the date of actual unblock.

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares pursuant to the Offer, or
such other period as may be prescribed under applicable law to enable the investors to approach the Registrar to
the Offer for redressal of their grievances.

All grievances in relation to the Bidding process, other than of Anchor Investors, may be addressed to the Registrar
to the Offer with a copy to the relevant Designated Intermediary to whom the Bid cum Application Form was
submitted. The Bidder should give full details such as name of the sole or First Bidder, Bid cum Application Form
number, Bidder’s DP ID, Client ID, UPI ID (for UPI Bidders who make the payment of Bid Amount through the
UPI Mechanism), PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of
the Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bd Amount was
blocked, and the name and address of the Designated Intermediary where the Bid cum Application Form was
submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received
from the concerned Designated Intermediary in addition to the information mentioned hereinabove.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLMs with whom the
Bid cum Application Form was submitted by the Anchor Investor.

For helpline details of the Book Running Lead Managers pursuant to March 2021 Circular, see “General
Information – Book Running Lead Managers” on page 92.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned
Designated Intermediary in addition to the information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders.

Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission or any acts of SCSBs including any defaults in complying with their obligations under applicable
SEBI ICDR Regulations.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the SCSB
in case of ASBA Bidders, for the redressal of routine investor grievances shall be seven Working Days from the
date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, our Company will seek to redress these complaints as expeditiously as possible.

452
Our Company has obtained authentication on the SEBI SCORES platform and is in compliance with the SEBI
circulars in relation to redressal of investor grievances through SCORES.

Our Company has constituted a Stakeholders’ Relationship Committee which is responsible for redressal of
grievances of the security holders of our Company. For details, see “Our Management – Board Committees –
Stakeholders’ Relationship Committee” on page 307.

Our Company has appointed Ajinkya Joglekar, as the Company Secretary and Compliance Officer who may be
contacted in case of any pre-Offer or post-Offer related grievances. Their contact details are as follows:

Ajinkya Joglekar
F-31, MIDC, Satpur
Nashik 422 007
Maharashtra, India
Tel: +91 253 220 2183
E-mail: cs@rishabh.co.in

Each of the Selling Shareholders has severally and not jointly authorised the Company to take all actions in respect
of the Offer for Sale in accordance with Section 28 of the Companies Act, 2013.

Our Company has not received any investor complaint during the three years preceding the date of the Red Herring
Prospectus and this Prospectus. Further, no investor complaint in relation to our Company is pending as on the
date of this Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange
Board of India

Our Company filed an exemption application dated October 12, 2022 under Regulation 300(1)(c) of the SEBI
ICDR Regulations seeking an exemption from considering and disclosing: (i) Surendra Goliya (brother of the
Promoter) and (ii) Mangala Rajendra Mehta (sister of the spouse of the Promoter), (iii) any body corporate in
which 20% or more of the equity share capital is held by the above mentioned individuals or a firm or any Hindu
Undivided Family where any of such individuals may be member, or (iv) any body corporate in which any body
corporate mentioned under (iii) above holds 20% or more of the equity share capital or (v) any Hindu Undivided
family or firm in which the aggregate share of Surendra Goliya and/or Mangala Rajendra Mehta is equal to or
more than 20% of the total capital as members of the Promoter Group of the Company, in accordance with the
SEBI ICDR Regulations. SEBI, pursuant to its letter dated December 29, 2022 has directed our Company to
include Surendra Goliya and Mangala Rajendra Mehta, as part of the Promoter Group of the Company based on
information available in the public domain.

453
 SECTION VII: OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to the Offer will be subject to the provisions of the
Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association, the
Articles of Association, the SEBI Listing Regulations, the terms of the Draft Red Herring Prospectus, the Red
Herring Prospectus and this Prospectus, the Bid cum Application Form, the Revision Form, the Abridged
Prospectus and other terms and conditions as may be incorporated in the CAN (for Anchor Investors), Allotment
Advice and other documents and certificates that were or may be executed in respect of the Offer. The Equity
Shares were also be subject to all applicable laws, guidelines, rules, notifications and regulations relating to the
issue of capital, offer for sale and listing and trading of securities, issued from time to time, by SEBI, the
Government of India, the Stock Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of
the Offer and to the extent applicable or such other conditions as maybe prescribed by SEBI, the Government of
India, the Stock Exchange, the RoC, the RBI and/or any other regulatory authorities while granting approval for
the Offer.

Ranking of Equity Shares

The Equity Shares offered and Allotted pursuant to the Offer will rank pari passu in all respects with the existing
Equity Shares of our Company, including in respect of rights to receive dividends and other corporate benefits, if
any, declared by our Company after the date of Allotment in accordance with applicable law. For more
information, see “Main Provisions of the Articles of Association” on page 482.

Mode of payment of dividend

Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act
2013, the SEBI Listing Regulations, the Memorandum of Association and the Articles of Association, and any
guidelines or directives that may be issued by the Government of India in this respect. Any dividends declared,
after the date of Allotment (including pursuant to the transfer of Equity Shares in the Offer for Sale) in this Offer,
will be payable to the Allottees who have been Allotted Equity Shares in the Offer, for the entire year, in
accordance with applicable laws. For more information, see “Dividend Policy” and “Main Provisions of the
Articles of Association” on pages 319 and 482, respectively.

Face Value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is ₹ 10 and the Offer Price at the lower end of the Price Band is ₹ 418 per
Equity Share and at the higher end of the Price Band is ₹ 441 per Equity Share. The Anchor Investor Offer Price
is ₹ 441 per Equity Share.

The Price Band and the minimum Bid Lot was decided by our Company and Selling Shareholders in consultation
with the BRLMs, and were published by our Company in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper)
and Mumbai edition of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional
language of Maharashtra, where our Registered Office is located) at least two Working Days prior to the Bid/Offer
Opening Date, and were made available to the Stock Exchanges for the purpose of uploading the same on their
respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at
the Cap Price were pre-filled in the Bid-cum-Application Forms available at the respective websites of the Stock
Exchanges. The Offer Price was determined by our Company and the Selling Shareholders in consultation with
the BRLMs, after the Bid/Offer Closing Date, on the basis of assessment of market demand for the Equity Shares
offered by way of the Book Building Process.

At any given point in time there will be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company has complied with all disclosure and accounting norms as specified by SEBI from time to time.

The Offer

454
The Offer consists of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. Expenses
for the Offer shall be shared amongst our Company and each of the Selling Shareholders in the manner specified
in “Objects of the Offer – Offer related expenses” on page 144.

Rights of the equity shareholder

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the Shareholders will
have the following rights:

• right to receive dividends, if declared;

• right to attend general meetings and exercise voting powers, unless prohibited by law;
• right to vote on a poll either in person or by proxy or e-voting in accordance with the provisions of the
Companies Act, 2013;
• right to receive offers for rights shares and be allotted bonus shares, if announced;
• right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
• right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and
other applicable law; and
• such other rights as may be available to a shareholder of a listed public company under the Companies Act,
2013 the terms of the SEBI Listing Regulations, our Memorandum of Association, Articles of Association
and other applicable laws.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” on page 482.

Allotment only in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall
only be in dematerialised form on the Stock Exchanges.

In this context, two agreements have been entered into amongst our Company, the respective Depositories and
the Registrar to the Offer:

• tripartite agreement dated August 26, 2022 among NSDL, our Company and the Registrar to the Offer; and
• tripartite agreement dated August 17, 2022 among CDSL, our Company and Registrar to the Offer.

Market lot and trading lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the
Offer will be only in dematerialised form in multiples of one Equity Share, subject to a minimum Allotment of 34
Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on page 463.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai,
Maharashtra, India.

Joint holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

Nomination Facility

In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest, to the exclusion of all other persons, unless the
nomination is verified or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity

455
Shares by reason of the death of the original holder(s), shall, in accordance with Section 72 of the Companies Act,
2013, be entitled to the same advantages to which he or she would be entitled if he or she were the registered
holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in
the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her death during
the minority. A nomination shall stand rescinded upon a sale, transfer or alienation of Equity Share(s) by the
holder of such Equity Share(s). A nomination may be cancelled, or varied by nominating any other person in place
of the present nominee, by the holder of the Equity Shares who has made the nomination, by giving a notice of
such cancellation or variation to our Company in the prescribed form. Fresh nomination can be made only on the
prescribed form available on request at the Registered Office or Corporate Office or at the registrar and transfer
agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013 will, on the
production of such evidence as may be required by our Board, elect either:

• to register himself or herself as holder of Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board
may thereafter withhold payment of all dividend, interests, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.

Bid/Offer Period

BID/OFFER OPENED ON* Wednesday, August 30, 2023

BID/OFFER CLOSED ON Friday, September 1, 2023
* The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date i.e., Tuesday, August 29, 2023, in
accordance with the SEBI ICDR Regulations.

An indicative timetable in respect of the Offer is set out below:

BID/OFFER CLOSING DATE Friday, September 1, 2023

FINALISATION OF BASIS OF ALLOTMENT On or about Wednesday, September 6, 2023
WITH THE DESIGNATED STOCK EXCHANGE
INITIATION OF REFUNDS (IF ANY, FOR On or about Thursday, September 7, 2023
ANCHOR INVESTORS)/ UNBLOCKING OF
FUNDS FROM ASBA ACCOUNT*
CREDIT OF EQUITY SHARES TO On or about Friday, September 8, 2023
DEPOSITORY ACCOUNTS
COMMENCEMENT OF TRADING OF THE On or about Monday, September 11, 2023
EQUITY SHARES ON THE STOCK EXCHANGE
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Offer Closing Date for cancelled / withdrawn / deleted ASBA Forms,
the Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher
from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform
until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts
blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of
the total cumulative blocked amount except the original application amount, whichever is higher from the date on which such
multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the
Bidder shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in amount, whichever is
higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking
of non-allotted/ partially allotted Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire
duration of delay exceeding four Working Days from the Bid/Offer Closing Date by the SCSB responsible for causing such
delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.

456
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated
April 20, 2022 read with SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, which for
the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs, to the
extent applicable.

The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June
2, 2021 read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022 read with SEBI master circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023.

The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any
obligation or liability on our Company or any of the Selling Shareholders or the members of the Syndicate.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within six
Working Days of the Bid/Offer Closing Date or such other period as may be prescribed by SEBI, with
reasonable support and co-operation of each of the Selling Shareholders, as may be required in respect of
its respective portion of the Offered Shares, the timetable may change due to various factors, such as any
delay in receiving the final listing and trading approval from the Stock Exchanges. Our Company shall
within four days from the closure of the Offer, refund the subscription amount received in case of non-
receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from
the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity Shares will be
entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws. Each of the
Selling Shareholders, severally and not jointly, confirms that it shall extend reasonable support and co-
operation to the Company, as may be required in relation to their respective Offered Shares, in accordance
with applicable law, to facilitate the completion of listing the Equity Shares on the Stock Exchanges.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of
compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing
procedure within such time from the Bid/Offer Closing Date as may be prescribed by SEBI, identifying
non-adherence to timelines and processes and an analysis of entities responsible for the delay and the
reasons associated with it.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs and has vide press
release bearing number 12/2023 and SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023 approved the proposal for reducing the time period for listing of shares in public issue from
existing 6 days to 3 days from the date of closure of the issue. The revised timeline of T+3 days shall be
made applicable in two phases i.e. voluntary for all public issues opening on or after September 1, 2023 and
mandatory on or after December 1, 2023. Accordingly, this Offer will continue to be made under UPI Phase
II of the UPI Circulars unless any circulars or notifications is issued from SEBI which may result in changes
to the abovementioned timelines. Further, the offer procedure is subject to change basis any revised SEBI
circulars to this effect.

Submission of Bids (other than Bids from Anchor Investors):

Bid/Offer Period (except the Bid/Offer Closing Date)

Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard Time (“IST”)
Bid/Offer Closing Date
Submission and revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

On the Bid/Offer Closing Date, the Bids were uploaded until:

(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIIs.

The Registrar to the Offer were required to submit the details of cancelled/ withdrawn/ deleted applications to the
SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the

457
Bid/Offer Closing Date by obtaining such information from the Stock Exchanges. The SCSBs shall unblock such
applications by the closing hours of the Working Day.

To avoid duplication, the facility of re-initiation provided to Syndicate Members shall preferably be allowed only
once per Bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.

It is clarified that Bids shall be processed only after the application monies are blocked in the ASBA
Account and Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount
is not blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the
case may be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders are advised to
submit their Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Prospectus is IST.
Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, some
Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered
for allocation under the Offer. Bids will be accepted on the Stock Exchange platform only during Working Days,
during the Bid/ Offer Period and revisions shall not be accepted on Saturdays and public holidays. The Designated
Intermediaries could modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period
till 5.00 pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid information to the
Registrar to the Offer for further processing.

In case of discrepancy in data entered in the electronic book vis-à-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment. The Floor Price shall not be less than the face value of the Equity
Shares.

Minimum subscription

If our Company does not receive the minimum subscription in the Offer as specified under Rule 19(2)(b) of the
SCRR or the minimum subscription of 90% of the Fresh Issue on the Bid/Offer Closing Date; or subscription
level falls below aforesaid minimum subscription after the Bid/Offer Closing Date due to withdrawal of Bids or
technical rejections or any other reason; or in case of devolvement of Underwriters, aforesaid minimum
subscription is not received or if the listing or trading permission is not obtained from the Stock Exchanges for
the Equity Shares in the Offer, our Company shall forthwith refund the entire subscription amount received.

In terms of SEBI master circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, our Company
will within four days from the closure of the Offer, refund the subscription amount received in case of non –
receipt of minimum subscription or in case our Company fails to obtain listing or trading permission from the
Stock Exchanges for the Equity Shares. If there is a delay beyond the prescribed time, the Selling Shareholders,
to the extent applicable, and our Company shall pay interest prescribed under applicable law.

In the event of under-subscription, Subject to receiving minimum subscription for 90% of the Fresh Issue and
compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment of Equity
Shares shall be made towards subscription of the Fresh Issue followed by transfer of/ sale of the Offered Shares
in the Offer for Sale.

,
Further in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. It is clarified that, subject
to applicable laws, none of the Selling Shareholders shall be liable to pay any amounts as interest for any delay,
unless such default or delay is solely and directly attributable to an act or omission of such Selling Shareholders.

458
Arrangements for Disposal of Odd Lots

Since the Equity Shares will be traded in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Option to receive Equity Shares in Dematerialized Form

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of pre-Offer Equity Share capital of our Company, lock-in of our Promoter’s contribution and
Anchor Investor lock-in, as detailed in “Capital Structure – Lock-in requirements - Details of minimum
Promoter’s contribution locked in for three years” on page 109 and as provided in our Articles as detailed in
“Main Provisions of the Articles of Association” on page 482, there are no restrictions on transfers and
transmission of shares/debentures and on their consolidation or splitting.

Withdrawal of the Offer

Our Company, in consultation with the BRLMs, reserves the right not to proceed with the Offer after the Bid/
Offer Opening Date but before the Allotment. In such an event, our Company would issue a public notice in the
newspapers in which the pre-Offer advertisements were published, within two days of the Bid/ Offer Closing Date
or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer and inform
the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The BRLMs, through the
Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s), in case of UPI Bidders using the UPI
Mechanism, to unblock the bank accounts of the ASBA Bidders and the BRLMs shall notify the Escrow
Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of
receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on which Equity
Shares are proposed to be listed simultaneously.

Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days of the Bid/
Offer Closing Date or such other time period as prescribed under Applicable Law and also inform the Bankers to
the Offer to process refunds to the Anchor Investors, as the case may be. If our Company withdraws the Offer at
any stage including after the Bid/ Offer Closing Date and thereafter determines that it will proceed with an issue
or offer for sale of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI and
the Stock Exchanges. The notice of withdrawal of the Offer after the Bid/Offer Closing Date will be issued in the
same newspapers where the pre-Offer advertisements have appeared, and the Stock Exchanges will also be
informed promptly.

459
 OFFER STRUCTURE

Initial public offering of 11,128,858* Equity Shares of face value of ₹ 10 each, for cash at a price of ₹ 441 per
Equity Share (including a premium of ₹ 431 per Equity Share) comprising of a Fresh Issue of to 1,700,680* Equity
Shares aggregating to ₹ 750.00 million by our Company and an Offer for Sale of 9,428,178* Equity Shares
aggregating to ₹ 4,157.83 million by the Selling Shareholders. The Offer shall constitute 29.32% of the post-Offer
paid-up Equity Share capital of our Company.
*
Subject to finalization of Basis of Allotment.

In terms of Rule 19(2)(b) of the SCRR, the Offer is being made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations.

Particulars QIBs(1) Non-Institutional Investors Retail Individual Investors

Number of Equity Not more than 5,564,428** Not less than 1,669,329** Equity Not less than 3,895,101** Equity
Shares available for Equity Shares aggregating up to Shares aggregating up to ₹ Shares aggregating up to ₹
Allotment or ₹ 2,453.91** million 736.17** million. 1,717.74** million.
allocation*(2)
Percentage of Offer Not more than 50% of the Offer Not less than 15% of the Offer or Not less than 35% of the Offer or
Size available for is made available for allocation the Offer less allocation to QIB the Offer less allocation to QIB
Allotment or to QIB Bidders. However, up to Bidders and RIIs is made Bidders and Non-Institutional
allocation 5% of the Net QIB Portion is available for allocation subject to Investors is made available for
made available for allocation the following: (i) One-third of allocation.
proportionately to Mutual Funds the Non-Institutional Category is
only. Mutual Funds participating made available for allocation to
in the Mutual Fund Portion is Bidders with an application size
also eligible for allocation in the of more than ₹ 200,000 and up to
remaining QIB Portion ₹ 1,000,000; and (ii) two-third of
(excluding the Anchor Investor the Non-Institutional Category
Portion). The unsubscribed will be available for allocation to
portion in the Mutual Fund Bidders with an application size
Portion is made available for of more than ₹ 1,000,000
allocation to other QIBs in the provided that the unsubscribed
remaining Net QIB Portion. portion in either of the
aforementioned subcategories is
made available for allocation to
applicants in the other
subcategory of Non-
Institutional Bidders .
Basis of Allotment Proportionate as follows The Equity Shares available for The allotment to each RII shall
if respective (excluding the Anchor Investor allocation to Bidders in the Non- not be less than the minimum
category is Portion): a) 111,289** Equity Institutional Portion shall be Bid Lot, subject to availability of
oversubscribed* Shares is made available for subject to the following: Equity Shares in the Retail
allocation on a proportionate Portion and the remaining
basis to Mutual Funds only; b) (a) One-third of the Non- available Equity Shares if any,
2,114,483** Equity Shares is Institutional Portion shall shall be Allotted on a
made available for allocation on be available for allocation proportionate basis. For further
a proportionate basis to all QIBs, to Bidders with an details, see “Offer Procedure”
including Mutual Funds application size more than ₹ on page 463.
receiving allocation as per (a) 200,000 and up to ₹
above; and 3,338,656** Equity 1,000,000; and
Shares is made available for
allocation on a discretionary (b) Two-thirds of the Non-
basis to Anchor Investors, of Institutional Portion shall
which one-third is made be available for allocation
available for allocation to to Bidders with an
Mutual Funds only, subject to application size of more
valid Bids having been received than ₹ 1,000,000.
from Mutual Funds at or above
the Anchor Investor Allocation Provided that the unsubscribed
Price. portion in either of these two
sub-categories of the Non-
Institutional Portion may be
allocated to Bidders in the other
sub-category of the Non-
Institutional Portion in

460
 Particulars QIBs(1) Non-Institutional Investors Retail Individual Investors
accordance with the SEBI ICDR
Regulations.

The Allotment to each Non-

Institutional Investor shall not be
less than the minimum
application size, subject to
availability in the Non-
Institutional Portion, and the
remainder, if any, shall be
allotted on a proportionate basis
in accordance with the
conditions specified in the SEBI
ICDR Regulations.
Mode of Bid Through ASBA Process only (except in case of Anchor Investors, which shall include the UPI
Mechanism for UPI Bidders). In case of UPI Bidders through the UPI Mechanism.

Minimum Bid Such number of Equity Shares in Such number of Equity Shares in 34 Equity Shares
multiples of 34 Equity Shares multiples of 34 Equity Shares
such that the Bid Amount such that the Bid Amount
exceeds ₹ 200,000 exceeds ₹ 200,000

Maximum Bid Such number of Equity Shares in Such number of Equity Shares in Such number of Equity Shares in
multiples of 34 Equity Shares multiples of 34 Equity Shares multiples of 34 Equity Shares so
not exceeding the size of the not exceeding the size of the that the Bid Amount does not
Offer, subject to applicable Offer, (excluding the QIB exceed ₹ 200,000
limits Portion) subject to limits
applicable to the Bidder
Mode of Allotment Compulsorily in dematerialised form
Bid Lot 34 Equity Shares and in multiples of 34 Equity Shares thereafter

Allotment Lot 34 Equity Shares and in multiples of one Equity Share thereafter

Trading Lot One Equity Share

Who can apply Public financial institutions of Resident Indian individuals, Resident Indian individuals,
(3)(5)(6) the Companies Act, scheduled Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in the
commercial banks, multilateral name of the karta), companies, name of the karta)
and bilateral development corporate bodies, scientific
financial institutions, Mutual institutions, societies, and trusts
Funds, FPIs other than and any individuals, corporate
individuals, corporate bodies and bodies and family offices which
family offices, VCFs, AIFs, are re-categorised as category II
FVCIs, state industrial FPI (as defined in the SEBI FPI
development corporation, Regulations) and registered with
insurance company registered SEBI.
with IRDAI, provident funds
with minimum corpus of ₹ 250
million, pension funds with
minimum corpus of ₹ 250
million registered with the
Pension Fund Regulatory and
Development Authority
established under sub-section (1)
of section 3 of the Pension Fund
Regulatory and Development
Authority Act, 2013, National
Investment Fund set up by the
GoI, insurance funds set up and
managed by army, navy or air
force of the Union of India,
insurance funds set up and
managed by the Department of
Posts, India and Systemically
Important NBFCs.

461
 Particulars QIBs(1) Non-Institutional Investors Retail Individual Investors
Terms of Payment In case of Anchor Investors: Full Bid Amount was paid by the Anchor Investors at the time of
submission of their Bids(4)

In case of all other Bidders: Full Bid Amount was blocked in the bank account of the ASBA Bidder
(other than Anchor Investors), or by the Sponsor Bank(s) through the UPI Mechanism, that is specified
in the ASBA Form at the time of submission of the ASBA Form
*
Assuming full subscription in the Offer.
** Subject to finalization of Basis for Allotment.

(1) Our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors
at the Anchor Investor Offer Price, on a discretionary basis, subject to there having been (i) a maximum of two Anchor Investors, where
allocation in the Anchor Investor Portion was up to ₹ 100 million, (ii) minimum of two and maximum of 15 Anchor Investors, where the
allocation under the Anchor Investor Portion was more than ₹ 100 million but up to ₹ 2,500 million under the Anchor Investor Portion,
subject to a minimum Allotment of ₹ 50 million per Anchor Investor, and (iii) in case of allocation above ₹ 2,500 million under the
Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million,
and an additional 10 Anchor Investors for every additional ₹ 2,500 million or part thereof could be permitted, subject to minimum
allotment of ₹ 50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the
Bid Amount was at least ₹ 100 million. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to
valid Bids being received at or above the price at which allocation was made to Anchor Investors, which price was determined by the
Company and the Selling Shareholders in consultation with the BRLMs.

(2) This Offer is being made in accordance with Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations.

(3) In case of joint Bids, the Bid cum Application Form should have contained only the name of the first Bidder whose name should also
appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder would be required in
the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.

(4) Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms provided that
any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price shall be payable by the Anchor Investor
pay-in date as indicated in the CAN.

(5) Bids by FPIs with certain structures as described under “Offer Procedure – Bids by Foreign Portfolio Investors” on page 469 and
having the same PAN were collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to
such successful Bidders (with the same PAN) may be proportionately distributed.

(6) Bidders were required to confirm and are deemed to have represented to our Company, the Selling Shareholders, the members of the
Syndicate, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Subject to valid Bids having been received at or above the Offer Price, under-subscription, if any, in the Non-
Institutional Category or the Retail Portion has been allowed to be met with spill over from any other category or
a combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated
Stock Exchange. However, under-subscription, if any, in the QIB Portion is not be allowed to be met with spill-
over from other categories or a combination of categories. For further details, see “Terms of the Offer” on page
454.

462
 OFFER PROCEDURE

All Bidders should read the General Information Document for investing in public issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 issued by SEBI and
the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, 2013,
the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document is available on the
websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General
Information Document which are applicable to the Offer, especially in relation to the process for Bids by UPI
Bidders through the UPI Mechanism. The investors should note that the details and process provided in the
General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note
(“CAN”) and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum
Application Form); (vii) Designated Date; (viii) disposal of applications; (ix) submission of Bid cum Application
Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating
to punishment for fictitious applications; (xii) mode of making refunds; (xiii) price discovery and allocation; and
(xiv) interest in case of delay in Allotment or refund.

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76)
dated June 28, 2019, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019, SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020, SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021, SEBI circular
(SEBI/HO/CFD/DIL2/P/CIR/2021/570) dated June 2, 2021, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45
dated April 5, 2022, SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2022/51) dated April 20, 2022, SEBI Circular
No. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI master circular (SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094) dated June 21, 2023 and any subsequent circulars or notifications issued by SEBI in this
regard from time to time (“UPI Circulars”) has proposed to introduce an alternate payment mechanism using
Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. For
details on the phased implementation of UPI as a payment mechanism, see “– Phased Implementation of UPI”
below on page 464. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, all individual bidders in initial public offerings (opening on or after May 1, 2022) whose application
sizes are up to ₹0.5 million shall use the UPI Mechanism. Subsequently, pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial
public offerings (opening on or after September 1, 2022) shall be processed only after application monies are
blocked in the bank accounts of investors (all categories).
Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the time
period for listing of shares in public issue from existing 6 working days to 3 working days from the date of the
closure of the issue. The revised timeline of T+3 days shall be made applicable in two phases i.e. voluntary for
all public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Further,
SEBI has vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 reduced the time taken
for listing of specified securities after the closure of a public issue to three Working Days. This shall be applicable
voluntarily for all public issues opening on or after September 1, 2023 and shall be mandatory for all public
issues opening on or after December 1, 2023. The Offer has been made under UPI Phase II of the UPI Circulars.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at
a uniform rate of ₹ 100 per day for the entire duration of delay exceeding four Working Days from the Bid/Offer
Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall, in their
sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, has
reduced the timelines for refund of Application money to four days.

463
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares
that can be held by them under applicable law or as specified in the Red Herring Prospectus and this Prospectus.

Book Building Procedure

The Offer has made in terms of Rule 19(2)(b) of the SCRR through the Book Building Process in accordance with
Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made available for
allocation to QIBs on a proportionate basis, provided that our Company and Selling Shareholders in consultation
with the BRLMs allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations, of which one-third was reserved for domestic Mutual Funds, subject to valid
Bids having been received from them at or above the Anchor Investor Allocation Price. 5% of the Net QIB Portion
(excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis to Mutual
Funds only, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to
all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received
at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation to Non-
Institutional Investors of which one-third of the Non-Institutional Category was made available for allocation to
Bidders with an application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-
Institutional Category was made available for allocation to Bidders with an application size of more than ₹
1,000,000 and under-subscription in either of these two sub-categories of Non-Institutional Category was
allocated to Bidders in the other sub-category of Non-Institutional Category. Further, not less than 35% of the
Offer was made available for allocation to Retail Individual Investors in accordance with the SEBI ICDR
Regulations, subject to valid Bids having been received at or above the Offer Price.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised
form. The Bid cum Application Forms which do not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID, as applicable, shall be treated as incomplete and shall be
rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they
may get the Equity Shares rematerialized subsequent to Allotment of the Equity Shares offered in the Offer,
subject to applicable laws.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification
dated February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25,
2021, September 17, 2021 and March 28, 2023 and any subsequent press releases in this regard.
Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIIs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by RIIs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days
during this phase.

464
Phase III: The commencement period of Phase III is notified pursuant to SEBI press release bearing number
12/2023 and as per the SEBI Circular No. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, where
the revised timeline of T+3 days shall be made applicable in two phases i.e. (i) voluntary for all public issues
opening on or after September 1, 2023; and (ii) mandatory on or after December 1, 2023.

The Offer was made under UPI Phase II of the UPI Circulars.

All SCSBs offering the facility of making application in public issues were required to provide facility to make
application using UPI. Our Company were required to appoint certain SCSBs as the sponsor bank to act as a
conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment
instructions of the Retail Individual Investors using the UPI.

Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for
applications that were made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful
Bidders to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised.
Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as
well as the post – Offer BRLMs will be required to compensate the concerned investor.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance
with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 read with SEBI master circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023.

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders
applying in public issues where the application amount is up to ₹ 500,000 were required to use the UPI Mechanism
and shall also provide their UPI ID in the Bid cum Application Form submitted with: (i) a syndicate member, (ii)
a stock broker registered with a recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the website of
the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share transfer agent (whose
name is mentioned on the website of the stock exchange as eligible for such activity).

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Electronic registration of Bids

a) The Designated Intermediary could register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries could also set up facilities for off-line electronic registration of Bids,
subject to the condition that they would subsequently upload the off-line data file into the online facilities
for Book Building on a regular basis before the closure of the Offer.

b) On the Bid/Offer Closing Date, the Designated Intermediaries could upload the Bids till such time as
was permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus and this
Prospectus.

c) The Designated Intermediaries were required to modify select fields uploaded in the Stock Exchange
Platform during the Bid/Offer Period till 5.00 pm on the Bid/Offer Closing Date after which the Stock
Exchange(s) sent the bid information to the Registrar to the Offer for further processing.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were made
available with the Designated Intermediaries at the Bidding Centres, our Registered Office and our Corporate
Office. An electronic copy of the Bid cum Application Form were also be available for download on the websites
of BSE (www.bseindia.com) and NSE (www.nseindia.com) at least one day prior to the Bid/Offer Opening Date.

465
All Bidders (other than Anchor Investors) were required to mandatorily participate in the Offer only through the
ASBA process, which included the UPI Mechanism in the case of UPI Bidders.

UPI Bidders bidding using the UPI Mechanism were required to provide the valid UPI ID in the relevant space
provided in the Bid cum Application Form and the Bid cum Application Form that did not contain the UPI ID
were liable to be rejected.

ASBA Bidders were required to provide either (i) the bank account details and authorisation to block funds in the
ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA
Forms that did not contain such details were liable to be rejected. Applications made by the RIIs using third party
bank account or using third party linked bank account UPI ID were liable for rejection. Anchor Investors were
not permitted to participate in the Offer through the ASBA process. ASBA Bidders were required to ensure that
the Bids were made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the
relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp were liable to be rejected. For all initial public offerings opening on or after September 1, 2022,
as specified in SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, the ASBA
applications in public issues shall be processed only after the application monies were blocked in the investor’s
bank accounts. Stock Exchanges were required to accept the ASBA applications in their electronic book building
platform only with a mandatory confirmation on the application monies blocked. This circular were applicable
for all categories of investors, i.e. RII, QIB, NII and other reserved categories and also for all modes through
which the applications were processed. Since the Offer is made under Phase II of the UPI Circulars, ASBA Bidders
could submit the ASBA Form in the manner below:

(i) RIIs (other than the RIIs using UPI Mechanism) could submit their ASBA Forms with SCSBs (physically
or online, as applicable), or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers.

(ii) UPI Bidders could submit their ASBA Forms with the Syndicate, sub-syndicate members, SCSBs,
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.

(iii) QIBs and NIIs (Not using the UPI Mechanism) could submit their ASBA Forms with SCSBs, Syndicate,
sub-syndicate members, Registered Brokers, RTAs or CDPs.

ASBA Bidders, including UPI Bidders, were required to ensure that the ASBA Account had sufficient credit
balance as an amount equivalent to the full Bid Amount which can be blocked by the SCSB.

For Anchor Investors, the Anchor Investor Application Form were made available at the offices of the BRLMs.

The prescribed colour of the Bid cum Application Form for the various categories were as follows:

Category Colour of Bid cum

Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual White
Investors and Eligible NRIs applying on a non-repatriation basis^
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral institutions applying on a Purple
repatriation basis
Anchor Investors^^ White
*
Excluding the electronic Bid cum Application Form.
^
Electronic Bid cum Application Form were made available for download on the website of the BSE (www.bseindia.com) and NSE
(www.nseindia.com).
^^
Bid cum Application Forms for Anchor Investors were made available at the offices of the BRLMs.

In case of ASBA forms, the relevant Designated Intermediaries were required to upload the relevant bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the
Stock Exchanges. For UPI Bidders, the Stock Exchanges were required to share the Bid details (including UPI
ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate Request
to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders) Designated Intermediaries (other
than SCSBs) were required to submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an
ASBA bank account and were required to not submit it to any non-SCSB bank or any Escrow Collection Bank.
Stock Exchanges were required to validate the electronic bids with the records of the CDP for DP ID / Client ID
and PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries,
for rectification and re-submission within the time specified by Stock Exchanges. Stock Exchanges were required

466
to allow modification of either DP ID / Client ID or PAN ID, bank code and location code in the Bid details
already uploaded.

For UPI Bidders, the Stock Exchanges were required to share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate
Request to the UPI Bidders, for blocking of funds. The Sponsor Bank(s) were required to initiate request for
blocking of funds through NPCI to the UPI Bidders, who were required to accept the UPI Mandate Request for
blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI
was required to maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the
liability to compensate UPI Bidders in case of failed transactions was with the concerned entity (i.e. the Sponsor
Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI was
required to share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the
issuer bank. The Sponsor Bank(s) and the Bankers to the Offer were required to provide the audit trail to the
BRLMs for analysing the same and fixing liability. For ensuring timely information to investors, SCSBs were
required to send SMS alerts for mandate block and unblock including details specified in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022. For all pending UPI Mandate Requests, the Sponsor
Bank(s) were required to initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a
confirmation cut-off time of 5:00 pm on after the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, UPI
Bidders Bidding using through the UPI Mechanism were required to accept UPI Mandate Requests for blocking
off funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.

The Sponsor Bank(s) were required to undertake a reconciliation of Bid responses received from Stock Exchanges
and sent to NPCI and were also required to ensure that all the responses received from NPCI were sent to the
Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s) were
required to undertake reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and
share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars. The
Sponsor Bank(s) and issuer banks were required to download UPI settlement files and raw data files from the
NPCI portal after every settlement cycle and do a three-way reconciliation with UPI switch data, CBS data and
UPI raw data. NPCI was required to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity
Shares are being offered and sold only outside the United States in “offshore transactions”, as defined in,
and in compliance with, Regulation S and the applicable laws of the jurisdiction where those offers and
sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Participation by the Promoter and Members of the Promoter Group, the Book Running Lead Managers,
associates and affiliates of the Book Running Lead Managers and the Syndicate Members and the persons
related to the Promoter/Promoter Group/ Book Running Lead Managers and the Syndicate Members

The BRLMs and the Syndicate Members were not allowed to purchase Equity Shares in this Offer in any manner,
except towards fulfilling their respective underwriting obligations. However, the respective associates and
affiliates of the BRLMs and the Syndicate Members could Bid for Equity Shares in the Offer, either in the QIB
Portion or in the Non-Institutional Category as could be applicable to such Bidders, where the allocation is on a
proportionate basis, and such subscription could be on their own account or on behalf of their clients. All
categories of investors, including associates or affiliates of the BRLMs and Syndicate Members, were required to
be treated equally for the purpose of allocation to be made on a proportionate basis.

Except as stated below, neither the BRLMs nor any persons related to the BRLMs could apply in the Offer under
the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associates of the BRLMs;

467
(ii) insurance companies promoted by entities which are associates of the BRLMs;

(iii) AIFs sponsored by the entities which are associates of the BRLMs;

(iv) FPIs other than individuals, corporate bodies and family offices which are associates of the BRLMs; or

(v) pension funds (registered with the Pension Fund Regulatory and Development Authority established
under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act, 2013)
sponsored by entities which are associate of the BRLMs.

For the purposes of the above, a QIB who has any of the following rights was deemed to be a “person related to
the Promoter or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoter or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.

Further, an Anchor Investor was deemed to be an “associate of the BRLM” if:

(i) either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or

(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or

(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.

The Promoter and the members of the Promoter Group, except to the extent of their respective Offered Shares,
will not participate in the Offer. Further, persons related to our Promoter and Promoter Group shall not apply in
the Offer under the Anchor Investor Portion.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate were required to be
lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs,
reserve the right to reject any Bid without assigning any reason thereof.

Bids made by asset management companies or custodians of Mutual Funds were required to specifically state
names of the concerned schemes for which such Bids were made.

In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund were not to be treated as multiple
Bids provided that the Bids clearly indicated the scheme concerned for which the Bid has been made.

No Mutual Fund scheme could invest more than 10% of its NAV in equity shares or equity related instruments of
any single company provided that the limit of 10% was not applicable for investments in case of index funds or
sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10% of any
company’s paid-up share capital carrying voting rights.

Bids by Eligible Non-Resident Indian

Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids
accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for Allotment.
Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident forms were required to authorise
their SCSB to block their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or Foreign
Currency Non-Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis by
using resident forms were required to authorise their SCSB to block their Non-Resident Ordinary (“NRO”)
accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. NRIs applying
in the Offer through the UPI Mechanism were advised to enquire with the relevant bank, whether their account
was UPI linked, prior to submitting a Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(white in colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form
meant for Non-Residents (purple in colour).

468
Participation of Eligible NRIs in the Offer were subject to the FEMA Rules. Only bids accompanied by payment
in Indian rupees or fully convertible foreign exchange were considered for allotment.

In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, shall not
exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value
of each series of debentures or preference shares or share warrants issued by an Indian company and the total
holdings of all NRIs and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully
diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that
effect is passed by the general body of the Indian company.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 481.

Bids by Hindu Undivided Family

Bids by Hindu Undivided Families or HUFs, in the individual name of the karta. The Bidder was required to
specify that the Bid was being made in the name of the HUF in the Bid cum Application Form as follows: “Name
of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
karta”. Bids by HUFs could be considered at par with Bids from individuals.

Bids by Foreign Portfolio Investors

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same multiple entities having common ownership directly or indirectly of more than 50% or common
control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Rules, the total
holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our
Company on a fully diluted basis and the aggregate limit for FPI investments shall be the sectoral caps applicable
to our Company, which is 100% of the total paid-up Equity Share capital of our Company on a fully diluted basis.
In case the total holding of an FPI or investor group increases beyond 10% of the total paid-up Equity Share
capital of our Company, on a fully diluted basis, the total investment made by the FPI or investor group will be
re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this regard and our Company
and the investor will be required to comply with applicable reporting requirements. Further, the total holdings of
all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector in which
our Company operates (i.e., up to 100% under the automatic route).

In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs was included. Bids by FPIs which utilise the multi-investment manager structure, submitted with the same
PAN but with different beneficiary account numbers, Client IDs and DP IDs may not be treated as multiple Bids.

FPIs were permitted to participate in the Offer subject to compliance with conditions and restrictions specified by
the Government from time to time. In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in
a company, holding of all registered FPIs was required to be included.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.

An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations;
and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

469
The FPIs who wished to participate in the Offer were advised to use the Bid cum Application Form for non-
residents.

Bids received from FPIs bearing the same PAN were treated as multiple Bids and were liable to be rejected, except
for Bids from FPIs that utilize the multiple investment manager structure in accordance with the operational
guidelines for FPIs and designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids were made with different
beneficiary account numbers, Client IDs and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who did not utilize the MIM Structure, and
bear the same PAN, were liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the
same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM
Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids were required to be
rejected.

Further, in the following cases, Bids by FPIs were not be treated as multiple Bids:

• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in such
confirmation;
• Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme
or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN were be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were required to provide
a confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids were required
to be rejected.

Bids by Securities Exchange Board of India registered Venture Capital Funds, Alternative Investment
Funds and Foreign Venture Capital Investors

The SEBI VCF Regulations, amongst others, prescribe the investment restrictions on VCFs, registered with SEBI.
The SEBI AIF Regulations, amongst others, prescribe the investment restrictions on AIFs. The SEBI FVCI
Regulations prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offering.

Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category
III AIF cannot invest more than 10% of the investible funds in one investee company. Additionally, the VCFs
which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the
SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such funds shall
not launch any new scheme after the notification of the SEBI AIF Regulations.

470
There was no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders were treated on the
same basis with other categories for the purpose of allocation.

All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and
other distributions, if any, would be payable in Indian Rupees only and net of bank charges and
commission.

Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by
the Bidder on account of conversion of foreign currency.

Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Rules.

Bids by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, were
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the
BRLMs, reserve the right to reject any Bid without assigning any reason thereof.

Bids by Banking Companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee was
required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the
BRLMs, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company or 10% of the bank’s own paid-up share capital and reserves, whichever is lower. Further, the aggregate
equity investments in subsidiaries and other entities engaged in financial and non-financial services, including
overseas investments, cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a banking
company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of the
RBI, provided that the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans/investments made to a company.

Bids by Self Certified Syndicate Banks

SCSBs participating in the Offer were required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively,
issued by SEBI. Such SCSBs were required to ensure that for making applications on their own account using
ASBA, they were required to have a separate account in their own name with any other SEBI registered SCSBs.
Further, such account shall be used solely for the purpose of making application in public issues and clear
demarcated funds were required to be available in such account for such applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI was required to be attached to the Bid cum Application Form. Failing this, our
Company, in consultation with the BRLMs, reserve the right to reject any Bid without assigning any reason
thereof, subject to applicable law.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, as amended, are broadly set forth below:

(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the
respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer or
health insurer;
(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer
or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of the
investment assets in all companies belonging to the group, whichever is lower; and

471
(c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer
or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, could not exceed the lower of an
amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a),
(b) and (c) above, as the case may be.
*
The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with investment
assets of ₹ 2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment assets of ₹ 500,000
million or more but less than ₹ 2,500,000 million.

Insurance companies participating in the Offer shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of ₹ 250 million, subject to
applicable law, a certified copy of the registration certificate obtained from the Pension Fund Regulatory and
Development Authority (with respect to pension funds) and a certified copy of a certificate from a chartered
accountant certifying the corpus of the provident fund/pension fund was required to be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLMs reserve the right to reject any Bid,
without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of ₹ 250 million (subject to applicable laws) and pension funds with
a minimum corpus of ₹ 250 million, a certified copy of the power of attorney or the relevant resolution or authority,
as the case may be, along with a certified copy of the memorandum of association and articles of association
and/or bye laws were required to be lodged along with the Bid cum Application Form. Failing this, our Company
reserve the right to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.

Our Company in consultation with the BRLMs, in their absolute discretion, reserve the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to
such terms and conditions that our Company in consultation with the BRLMs, may deem fit.

Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section,
the key terms for participation by Anchor Investors are provided below:

(a) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices
of the BRLMs.

(b) The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount
exceeds ₹ 100 million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual
Fund, separate bids by individual schemes of a Mutual Fund was aggregated to determine the minimum
application size of ₹ 100 million.

(c) One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.

(d) Bidding for Anchor Investors opened one Working Day before the Bid/Offer Opening Date, and
completed on the same day.

(e) Our Company and the Selling Shareholders finalised allocation to the Anchor Investors and the basis of
such allocation was on a discretionary basis by the Company and Selling Shareholders, in consultation
with the BRLMs, provided that the minimum number of Allottees in the Anchor Investor Portion was
not less than:

(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up

472
 to ₹ 100 million;

(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹ 100 million but up to ₹ 2,500 million, subject to a minimum
Allotment of ₹ 50 million per Anchor Investor; and

(iii) in case of allocation above ₹ 2,500 million under the Anchor Investor Portion, a minimum of
five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 2,500 million,
and an additional 10 Anchor Investors for every additional ₹ 2,500 million, subject to minimum
Allotment of ₹ 50 million per Anchor Investor.

(f) Allocation to Anchor Investors was required to be completed on the Anchor Investor Bidding Date. The
number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, was
made available in the public domain by the BRLMs before the Bid/Offer Opening Date, through
intimation to the Stock Exchanges.

(g) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.

(h) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Offer Price and the Anchor Investor Offer Price is required to be payable by the
Anchor Investors on the Anchor Investor pay-in date specified in the CAN. If the Offer Price is lower
than the Anchor Investor Offer Price, Allotment to successful Anchor Investors will be at the higher
price.

(i) 50% Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked-in for a
period of 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of
30 days from the date of Allotment.

(j) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associates of the
BRLMs or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than
individuals, corporate bodies and family offices, which are associate of the BRLMs or pension funds
sponsored by the entities which are associates of the BRLMs) shall apply in the Offer under the Anchor
Investor Portion.

(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI registered with RBI, certified copies of: (i) the certificate of registration issued
by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate
from its statutory auditor, and (iv) such other approval as may be required by the NBFC-SI, were required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserved
the right to reject any Bid without assigning any reason thereof, subject to applicable law. NBFC-SI participating
in the Offer were required to comply with all applicable regulations, guidelines and circulars issued by RBI from
time to time.

The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.

For more information, please read the General Information Document.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in the Offer.

The above information is given for the benefit of the Bidders. Bidders are advised to make their
independent investigations and ensure that any single Bid from them does not exceed the applicable
investment limits or maximum number of the Equity Shares that can be held by them under applicable law
or regulation or as specified in the Red Herring Prospectus and this Prospectus.

Information for Bidders

473
The relevant Designated Intermediary was required to enter a maximum of three Bids at different price levels
opted in the Bid cum Application Form and such options were not considered as multiple Bids. It was the Bidder’s
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration of
the Bid by the Designated Intermediary does not guarantee that the Equity Shares would be allocated/Allotted.
Such Acknowledgement Slip is non-negotiable and by itself will not create any obligation of any kind. When a
Bidder revises his or her Bid, he /she was required to surrender the earlier Acknowledgement Slip and could
request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her having
revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock
Exchanges to use their network and software of the electronic bidding system could not in any way be deemed or
construed to mean that the compliance with various statutory and other requirements by our Company, the Selling
Shareholders and/or the Book Running Lead Managers are cleared or approved by the Stock Exchanges; nor does
it in any manner warrant, certify or endorse the correctness or completeness of compliance with the statutory and
other requirements, nor did it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor did it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of the Red Herring Prospectus or this Prospectus ; nor does it
warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Please note that QIBs and Non-Institutional Investors were not permitted to withdraw their Bid(s) or lower the
size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs could revise their
Bid(s) during the Bid/Offer Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date.
Anchor Investors were not allowed to withdraw their Bids after the Anchor Investor Bidding Date.

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) were required
to submit their Bids through the ASBA process only;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in
the prescribed form;

4. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if
you are a UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45
characters including the handle), in the Bid cum Application Form;

5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within
the prescribed time;

6. UPI Bidders Bidding in the Offer were required to ensure that they use only their own ASBA Account
or only their own bank account linked UPI ID (only for UPI Bidders) to make an application in the Offer
and not ASBA Account or bank account linked UPI ID of any third party;

7. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to the relevant Designated Intermediaries;

8. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00
pm on the Bid/ Offer Closing Date;

9. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is
also signed by the ASBA Account holder;

10. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain the name of only the first Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;

474
11. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the
Bid cum Application Form for all your Bid options from the concerned Designated Intermediary;

12. Ensure that you submitted the revised Bids to the same Designated Intermediary, through whom the
original Bid was placed and obtain a revised acknowledgment;

13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI,
may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons
resident in the state of Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) persons/entities
exempt from holding a PAN under applicable law, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from
the respective depositories confirming the exemption granted to the beneficial owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case
of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other
applications in which PAN was not mentioned were liable to be rejected;

14. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;

15. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and
DP IDs, were required to submit a confirmation that their Bids are under the MIM structure and indicate
the name of their investment managers in such confirmation which shall be submitted along with each of
their Bid cum Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM
Bids shall be rejected;

16. Investors must ensure that their PAN is linked with Aadhaar and is in compliance with the Central Board
of Direct Taxes notification dated February 13, 2020 bearing notification number 11/2020 and press
release dated June 25, 2021.

17. Ensure that the category and the investor status was indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents including a copy of the power of attorney, if applicable, were submitted;

19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and
Indian laws; Bids received from FPIs bearing the same PAN were not treated as multiple Bids in the
event such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary
account numbers, Client IDs and DP IDs.

20. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for UPI Bidders) and the PAN have been mentioned in their Bid cum
Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders) and
the PAN entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI Bidders) and
PAN available in the Depository database;

21. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form
has been submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA
Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in);

22. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB or the Sponsor Bank(s), as applicable,
via the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount
mentioned in the Bid cum Application Form at the time of submission of the Bid. In case of UPI Bidders,
ensure that you authorised the UPI Mandate Request raised by the Sponsor Bank(s) for blocking of funds

475
 equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

23. Ensure that the Demographic Details are updated, true and correct in all respects;

24. The ASBA Bidders should have used only their own bank account or only their own bank account linked
UPI ID for the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;

25. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA account under the ASBA process. In case of UPI Bidders, once the Sponsor Bank(s) issues the
Mandate Request, the UPI Bidders would be required to proceed to authorise the blocking of funds by
confirming or accepting the UPI Mandate Request to authorise the blocking of funds equivalent to
application amount and subsequent debit of funds in case of Allotment, in a timely manner;

26. Bidding through UPI Mechanism were required to ensure that details of the Bid are reviewed and verified
by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate
Request using their UPI PIN. Upon the authorisation of the mandate using their UPI PIN, a UPI Bidder
is deemed to have verified the attachment containing the application details of the UPI Bidder in the UPI
Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor Bank(s)
issue a request to block the Bid Amount specified in the Bid cum Application Form in his/her ASBA
Account;

27. UPI Bidders were required to mention valid UPI ID of only the Bidder (in case of single account) and of
the first Bidder (in case of joint account) in the Bid cum Application Form;

28. UPI Bidders who had revised their Bids subsequent to making the initial Bid were required to also
approve the revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of
funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a
timely manner.

29. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are re-
categorised as Category II FPI and registered with SEBI for a Bid Amount of less than ₹ 200,000 would
be considered under the Retail Category for the purposes of allocation and Bids for a Bid Amount
exceeding ₹ 200,000 would be considered under the Non-Institutional Category for allocation in the
Offer; and

30. Ensure that Anchor Investors submitted their Bid cum Application Forms only to the BRLMs.

The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
was liable to be rejected.

Don’ts:

1. Do not Bid for lower than the minimum Bid Lot;

2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

3. Do not Bid for a Bid Amount exceeding ₹ 200,000 for Bids by Retail Individual Investors;

4. Do not Bid on another Bid cum Application Form, after you have submitted a Bid to any of the
Designated Intermediaries;

5. Do not Bid/revise the Bid amount to less than the floor price or higher than the cap price;

6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);

476
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

10. Do not submit the Bid for an amount more than funds available in your ASBA account;

11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidder;

12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws
or regulations or maximum amount permissible under the applicable regulations or under the terms of
the Red Herring Prospectus;

15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;

16. In case of ASBA Bidders, do not submit more than one Bid cum Application Form per ASBA Account;

17. If you are a UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;

18. Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;

19. Anchor Investors should not bid through the ASBA process;

20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;

21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;

22. Do not submit the GIR number instead of the PAN;

23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;

24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;

25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Offer Closing Date;

26. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors
can revise or withdraw their Bids on or before the Bid/Offer Closing Date;

27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are a UPI Bidder, do not submit the ASBA Form directly with SCSBs;

28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder.
Further, do not provide details for a beneficiary account which is suspended or for which details cannot
be verified to the Registrar to the Offer;

29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA account;

30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCI in case of Bids submitted by UPI Bidders;

31. In case of ASBA Bidders (other than 3 in 1 Bids), Syndicate Members shall ensure that they do
not upload any bids above ₹ 500,000;

477
32. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB or a banks which is not
mentioned in the list provided in the SEBI website is liable to be rejected; and

33. Do not Bid if you are an OCB.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

For helpline details of the BRLMs pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, see “General Information – Book Running Lead Managers” on page 92.

Further, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information – Company Secretary and
Compliance Officer” on page 92.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by Securities Exchange Board of India from time to time

Our Company will not make any Allotment in excess of the Equity Shares offered through the Offer through the
Offer document except in case of oversubscription for the purpose of rounding off to make Allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an Allotment of not more than
1% of the Offer to public may be made for the purpose of making Allotment in minimum lots.

The Allotment of Equity Shares to Bidders other than to the RIIs, NIIs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities Allotted shall be rounded
off to the nearest integer, subject to minimum Allotment being equal to the minimum application size as
determined and disclosed.

The Allotment of Equity Shares to each RII shall not be less than the minimum Bid lot, subject to the availability
of shares in RII category, and the remaining available shares, if any, shall be allotted on a proportionate basis in
accordance with the conditions specified in the SEBI ICDR Regulations. Not less than 15% of the Offer shall be
available for allocation to Non-Institutional Investors. The Equity Shares available for allocation to Non-
Institutional Investors under the Non-Institutional Category, shall be subject to the following: (i) one-third of the
portion available to Non-Institutional Investors shall be reserved for applicants with an application size of more
than ₹ 200,000 and up to ₹ 1,000,000, and (ii) two-third of the portion available to Non-Institutional Investors
shall be reserved for applicants with an application size of more than ₹ 1,000,000, provided that the unsubscribed
portion in either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of
Non-Institutional Investors. The allotment to each Non-Institutional Investor shall not be less than the minimum
application size, subject to the availability of Equity Shares in the Non-Institutional Category, and the remainder,
if any, shall be allotted on a proportionate basis in accordance with the conditions specified in the SEBI ICDR
Regulations.

Payment into Anchor Investor Escrow Account

Our Company and the Selling Shareholders, in consultation with the BRLMs, decided the list of Anchor Investors
to whom the CAN was sent, pursuant to which, the details of the Equity Shares allocated to them in their respective
names were notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into
the Anchor Investor Escrow Account were required to be drawn in favour of:

(a) In case of resident Anchor Investors: “RISHABH INSTRUMENTS LTD–ANCHOR R A/C”

(b) In case of Non-Resident Anchor Investors: “RISHABH INSTRUMENTS LTD–ANCHOR NR A/C”

478
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Our Company, after filing the Red Herring Prospectus with the RoC, published a pre-Offer advertisement, in all
editions of the Financial Express (a widely circulated English national daily newspaper), all editions of the Jansatta
(a widely circulated Hindi national daily newspaper) and Mumbai edition of the Navshakti (a widely circulated
Marathi daily newspaper, Marathi being the regional language of Maharashtra, where our Registered Office is
located). In the pre-Offer advertisement, our Company stated the Bid/Offer Opening Date and the Bid/Offer
Closing Date. This advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, was in the
format prescribed in part A of Schedule X of the SEBI ICDR Regulations.

The information set out above was given for the benefit of the Bidders/applicants. Bidders/applicants are
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.

Allotment Advertisement

Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper)
and Mumbai edition of Navshakti (a widely circulated Marathi daily newspaper, Marathi being the regional
language of Maharashtra where our Registered Office is located).

Signing of the Underwriting Agreement and filing with the Registrar of Companies, Maharashtra at
Mumbai

Our Company and the Selling Shareholders have entered into an Underwriting Agreement after the finalisation of
the Offer Price. After signing the Underwriting Agreement, this Prospectus is being filed with the RoC. This
Prospectus will contains details of the Offer Price, the Anchor Investor Offer Price, the Offer size, and
underwriting arrangements and is complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, 2013, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013, for fraud involving an amount of at least
₹ 1 million or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years). Further, where the fraud involves an amount less than ₹ 1 million or one
per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to ₹ 5 million or with both.

Undertakings by our Company

479
Our Company undertakes the following:

• the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

• if Allotment is not made within the prescribed timelines under applicable laws, the application monies
will be refunded/unblocked within the time prescribed under applicable laws. If there is a delay beyond
such prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the
SEBI ICDR Regulations and other applicable laws for the delayed period;

• all steps will be taken for completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges where the Equity Shares are proposed to be listed are taken within
such period as may be prescribed under applicable law;

• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed
shall be made available to the Registrar to the Offer by our Company;

• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within time prescribed under applicable laws, giving details
of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

• no further issue of the Equity Shares shall be made till the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are refunded/unblocked in the relevant ASBA Accounts on
account of non-listing, undersubscription, etc. and

• adequate arrangements were made to collect all Bid cum Application Forms from Bidders.

Undertakings by the Selling Shareholders

Each of the Selling Shareholder, severally and not jointly, specifically undertakes and/or confirms the following
in respect to itself as a Selling Shareholder and its respective portion of the Offered Shares:

(i) it is the legal and beneficial holder and has full title to its respective portion of the Offered Shares;

(ii) its respective portion of the Offered Shares shall be transferred pursuant to the Offer, free and clear of
any encumbrances;

(iii) it shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or
services or otherwise to any Bidder for making a Bid in the Offer; and

(iv) it shall not have recourse to the proceeds from the Offer for Sale until receipt by our Company of the
final listing and trading approvals from all the Stock Exchanges.

Utilisation of Offer Proceeds

Our Board certifies that:

(i) all monies received out of the Offer shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-Section (3) of Section 40 of the Companies Act 2013;

(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed till
the time any part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance
sheet of our Company indicating the purpose for which such monies have been utilised; and

(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilised monies have been
invested.

480
 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in Indian
companies, either through the automatic route or the approval route, depending upon the sector in which foreign
investment is sought to be made.

The Government of India makes policy announcements on FDI through press notes and press releases. The
regulatory framework, over a period of time, thus, consists of acts, regulations, press notes, press releases, and
clarifications among other amendments. The Department for Promotion of Industry and Internal Trade, Ministry
of Commerce and Industry (formerly Department of Industrial Policy and Promotion), Government of India
(“DPIIT”) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October 15,
2020 (the “FDI Circular”), which consolidates and supersedes all previous press note, press releases and
clarifications on FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The transfer of
shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that
(i) the activities of the investee company are under the automatic route under the FDI Circular and transfer does
not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the
sectoral limits under the FDI Circular; and (iii) the pricing is in accordance with the guidelines prescribed by the
SEBI/RBI. The RBI and the concerned ministry/ department are responsible for granting the approval for foreign
investment under the FDI Circular and FEMA.

FDI in companies in the manufacturing sector is permitted up to 100% of the paid up share capital of such company
under the automatic route, subject to compliance with certain prescribed conditions.

All investments under the foreign direct investment route by entities of a country which shares land border with
India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country
will require prior approval of the Government of India. Further, in the event of transfer of ownership of any
existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial
ownership falling within the aforesaid restriction/purview, such subsequent change in the beneficial ownership
will also require approval of the Government of India. Pursuant to the Foreign Exchange Management (Non-debt
Instruments) (Fourth Amendment) Rules, 2020 issued on December 8, 2020, a multilateral bank or fund, of which
India is a member, shall not be treated as an entity of a particular country nor shall any country be treated as the
beneficial owner of the investments of such bank of fund in India.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids
by Eligible Non-Resident Indian” and “Offer Procedure – Bids by Foreign Portfolio Investors ” on pages 468
and 469.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.

The above information is given for the benefit of the Bidders. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the
applicable limits under laws or regulations.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity
Shares are being offered and sold only outside the United States in “offshore transactions” as defined in,
and, in compliance with, Regulation S and the applicable laws of the jurisdiction where those offers and
sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

481
 SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

The Articles of Association of the Company comprise two parts, Part A and Part B, which parts shall, unless the
context otherwise requires, co-exist with each other until the filing of the RHP with the RoC.
In case of inconsistency or contradiction, conflict or overlap between Part A and Part B, the provisions of Part B
shall, subject to applicable law, prevail and be applicable until the filing of the RHP with the RoC. All articles of
Part B shall automatically terminate from the date of listing of the equity shares of the Company on the recognised
stock exchange in India subsequent to the IPO and shall cease to have any force and effect from the date of filing
of the RHP with the RoC without any further corporate or other action by the Company or by its Shareholders;
and the provisions of Part A shall continue to be in effect and be in force, without any further corporate or other
action, by the Company or by its Shareholders.
Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of
Association of the Company. Pursuant to Schedule I of the Companies Act and the SEBI ICDR Regulations, the
main provisions of the Articles of Association of our Company are detailed below:

APPLICABILITY OF TABLE F
Subject as hereinafter provided and in so far as these presents do not modify or exclude them, the regulations
contained in Table ‘F’ of Schedule I of the Companies Act, 2013, as amended, shall apply to the Company only
so far as they are not inconsistent with any of the provisions contained in these Articles or modification thereof
or are not expressly or by implication excluded from these Articles.
The regulations for the management of the Company and for the observance of the members thereto and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion
or alteration of or addition to its regulations by Special Resolution as prescribed or permitted by the Companies
Act, 2013, as amended, be such as are contained in these Articles.

I. SHARE CAPITAL AND VARIATION OF RIGHTS

1. The authorized Share Capital of the Company shall be as set out in Clause V of the Memorandum with
the power to increase or reduce such capital from time to time in accordance with the Articles and the
legislative provisions for the time being in force in this regard and with the power also to divide the
Shares in the Share Capital for the time being into Equity Share Capital and Preference Share Capital,
and to attach thereto respectively any preferential, qualified or special rights, privileges or conditions, in
accordance with the provisions of the Act and the Articles.

2. Subject to the provisions of the Act and the Articles, the Share Capital for the time being shall be under
the control of the Board, which may issue, allot or otherwise dispose of the Shares or any of them to such
persons, in such proportion, on such terms and conditions, either at a premium or at par or at a discount
(subject to compliance with Sections 52 and 53 and other provisions of the Act), at such time as it may
from time to time deem fit, and with the sanction of the Company in a General Meeting, to give to any
person or persons the option or right to call for any Shares, either at par or premium during such time
and for such consideration as the Board deems fit, and may issue and allot Shares on payment in full or
part of any property sold and transferred or for any services rendered to the Company in the conduct of
its business. Any Shares so allotted may be issued as fully paid-up Shares and if so issued, shall be
deemed to be fully paid-up Shares. Provided that, the option or right to call for Shares shall not be given
to any person or persons without the sanction of the Company in a General Meeting. As regards all
allotments, from time to time made, the Board shall duly comply with Sections 23 and 39 of the Act, as
the case may be.

3. Subject to the Articles and the provisions of the Act, the Company may, from time to time, by Ordinary
Resolution, increase the Share Capital by such sum, to be divided into Shares of such amount, as may
be specified in the resolution.

4. Subject to the provisions of the Act, the Company may from time to time by Ordinary Resolution,
undertake any of the following:

482
 (i) increase, reduce or otherwise alter its authorised share capital in such manner as it thinks expedient;
(ii) consolidate and divide all or any of its Share Capital into Shares of larger amount than its existing
Shares;
(iii) convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid-up
Shares of any denomination;
(iv) sub-divide its existing Shares, or any of them, into Shares of smaller amount, such that the
proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be
the same as it was in case of the Share from which the reduced Share is derived; or
(v) cancel any Shares which, at the date of the passing of the resolution in that behalf, have not been
taken or agreed to be taken by any Person, and diminish the amount of its Share Capital by the
amount of Shares so cancelled. A cancellation of Shares pursuant to this Article shall not be deemed
to be a reduction of the Share Capital within the meaning of the Act.

5. Subject to the provisions of the Articles, the Act, other applicable Law and subject to such other
approvals, permissions or sanctions as may be necessary, the Company may issue any securities in any
manner whatsoever as the board may determine including by way of preferential allotment or private
placement subject to and in accordance with the Act with pricing method prescribed to listed entities
under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to
time, if applicable

6. Subject to the provisions of the Act, any preference Shares may be issued on the terms that they are, or at
the option of the Company are, liable to be redeemed on such terms and in such manner as the Company
before the issue of the Shares may, by Special Resolution determine.

7. The period of redemption of such preference Shares shall not exceed the maximum period for redemption
provided under the Act.

8. Subject to the provisions of the Articles, the Act, other applicable Law, where at any time, it is proposed
to increase its subscribed Share Capital by the issuance/ allotment of further Shares either out of the
unissued Share Capital or increased Share Capital then, such further Shares may be offered to:

(i) Persons who, at the date of offer or such other date specified under applicable Law, are holders
of equity Shares of the Company, in proportion, as nearly as circumstances admit, to the capital
paid up on those Shares by sending a letter of offer subject to the following conditions: (a) the
offer shall be made by notice specifying the number of Shares offered and limiting a time not
being less than 15 (fifteen) days and not exceeding 30 (thirty) days from the date of the offer
within which the offer or such other period as may be specified under applicable Law, if not
accepted, will be deemed to have been declined; (b) the offer aforesaid shall be deemed to
include a right exercisable by the Person concerned to renounce the Shares offered to him or
any of them in favour of any other Person and the notice referred to in (a) shall contain a
statement of this right, provided that the Board may decline, without assigning any reason
therefore, to allot any Shares to any Person in whose favour any Member may renounce the
Shares offered to him; and (c) after expiry of the time specified in the notice aforesaid, or on
receipt of earlier intimation from the Person to whom such notice is given that he declines to
accept the Shares offered, the Board may dispose of them in such manner which is not
disadvantageous to the Members and the Company;

Nothing in sub-Article (i)(b) above shall be deemed to extend the time within which the offer
should be accepted; or to authorize any Person to exercise the right of renunciation for a second
time on the ground that the Person in whose favour the renunciation was first made has declined
to take the Shares comprised in the renunciation. The notice referred to in sub-Article (i)(a)
above shall be dispatched through registered post or speed post or through electronic mode or
courier or any other mode having proof of delivery to all the existing shareholders at least three
days before the opening of the offer.

(ii) employees under a scheme of employees’ stock option, subject to Special Resolution passed by
the Company and subject to such conditions as may be prescribed under the Act and other
applicable Laws; or

483
 (iii) any Persons, if authorized by a special resolution, whether or not those Persons include the
Persons referred to in (i) or (ii) above, either for cash or for a consideration other than cash,
subject to the compliance with applicable Laws.

9. Nothing in 8 above shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the Debentures issued or loan raised by the Company to
convert such Debentures or loans into Shares in the Company or to subscribe for Shares in the Company;
provided that the terms of issue of such Debentures or loan containing such an option have been approved
before the issue of such Debentures or the raising of loan by a Special Resolution adopted by the
Company in a General Meeting.

10. Save as otherwise provided in the Articles, the Company shall be entitled to treat the registered holder
of the Shares in records of the depository as the absolute owner thereof as regards receipt of dividend or
bonus or service of notices and all or any other matters connected with the Company, and accordingly,
the Company shall not, except as ordered by a Court of competent jurisdiction, or as by Law required,
be bound to recognize any equitable or other claim to or interest in such Shares on the part of any other
Person. The Company’s lien shall prevail notwithstanding that it has received notice of any such claim.

11. Any Debentures, debenture stock or other Securities may be issued at a discount, premium or otherwise,
if permissible under the Act, and may be issued on the condition that they shall be convertible into Shares
of any denomination and with any privileges and conditions as to redemption, surrender, drawings,
allotment of Shares, attending (but not voting) at General Meetings, appointment of Directors and
otherwise. Debentures with the rights to conversion into or allotment of Shares shall not be issued except
with the sanction of the Company in General Meeting by a Special Resolution and subject to the
provisions of the Act.

12. The Company shall, subject to the applicable provisions of the Act, compliance with all the Laws, consent
of the Board, and consent of its Shareholders’ by way of Special Resolution, have the power to issue
American Depository Receipts or Global Depository Receipts on such terms and in such manner as the
Board deems fit including their conversion and repayment. Such terms may include at the discretion of
the Board, limitations on voting by holders of American Depository Receipts or Global Depository
Receipts, including without limitation, exercise of voting rights in accordance with the directions of the
Board.

13. If at any time the Share Capital is divided into different classes of Shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the Shares of that class) may, subject to the provisions
of the Act, and whether or not the Company is being wound up, be varied accordingly. To every such
separate General Meeting of the holders of the Shares of that class, the provisions of the Articles relating
to General Meetings shall mutatis mutandis apply.

14. The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to
be varied by the creation or issue of further Shares ranking pari passu therewith.

15. Subject to the provisions of the Act, the Company may issue bonus Shares to its Members out of (i) its
free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any
manner as the Board may deem fit.

16. Subject to the provisions of Sections 68 to 70 and other applicable provisions of the Act, the Company
shall have the power to buy-back its own Shares or other Securities, as it may consider necessary.

17. Subject to the provisions of the Act, the Company shall have the power to make compromise or make
arrangements with creditors and Members, consolidate, demerge, amalgamate or merge with other
company or companies in accordance with the provisions of the Act and any other applicable Laws.

18. A further issue of shares may be made in any manner whatsoever as the Board may determine including by
way of preferential offer or private placement, in accordance with the provisions of the Act and any other
applicable Laws.

484
19. Subject to the provisions of the Act, the Company may, from time to time, by Special Resolution reduce in
any manner and with, and subject to, any incident authorised and consent required under applicable Law:

(i) the Share Capital;

(ii) any capital redemption reserve account; or

(iii) any securities premium account.

The provisions contained in this Article shall be subject to the provisions of the Section 42 and Section 62
of the Act, the rules notified thereunder and the applicable provisions of the Act or any other applicable law
for the time being force.

II. NOMINATION BY SECURITIES HOLDERS

20. Every holder of Securities of the Company may, at any time, nominate, in the manner prescribed under the
Companies (Share Capital and Debentures) Rules, 2014, a Person as his nominee in whom the Securities
of the Company held by him shall vest in the event of his death.

21. Where the Securities of the Company are held by more than one Person jointly, the joint holders may
together nominate, in the manner prescribed under the Companies (Share Capital and Debentures) Rules,
2014, a Person as their nominee in whom all the rights in the Securities of the Company shall vest in the
event of death of all the joint holders.

22. Notwithstanding anything contained in any other Law for the time being in force or in any disposition,
whether testamentary or otherwise, in respect of the Securities of the Company, where a nomination made
in the manner prescribed under the Companies (Share Capital and Debentures) Rules, 2014, purports to
confer on any Person the right to vest the Securities of the Company, the nominee shall, on the death of the
holder of Securities of the Company or, as the case may be, on the death of the joint holders become entitled
to all the rights in Securities of the holder or, as the case may be, of all the joint holders, in relation to such
Securities of the Company to the exclusion of all other Persons, unless the nomination is varied or cancelled
in the prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014.

23. Where the nominee is a minor, the holder of the Securities concerned, can make the nomination to appoint
in prescribed manner under the Companies (Share Capital and Debentures) Rules, 2014, any Person to
become entitled to the Securities of the Company in the event of his death, during the period of minority.

24. The transmission of Securities of the Company by the holders of such Securities and transfer in case of
nomination shall be subject to and in accordance with the provisions of the Companies (Share Capital and
Debentures) Rules, 2014.

III. BUY-BACK OF SHARES

25. Notwithstanding anything contained in the Articles, the Company may purchase its own shares or other
securities, and the Board of Directors may, when and if thought fit, buy back such of the Company’s own
shares or securities as it may think necessary, subject to such limits, upon such terms and conditions and
subject to such approvals as required under the Act, SEBI Regulations or any other competent authority, as
may be permitted by law.

IV. CAPITALISATION OF PROFITS

26. The Company in General Meeting may, upon the recommendation of the Board, resolve –

(i) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company’s reserve accounts, or to the credit of the profit and loss account or
otherwise available for distribution; and

485
 (ii) that such sum be accordingly set free for distribution in the manner specified in Article 29 of
the AoA amongst the members who would have been entitled thereto, if distributed by way of
dividend and in the same proportions.

27. The sum aforesaid shall not be paid in cash, but shall be applied, subject to the provision contained in
Article 30 of the AoA of the Company, either in or towards:

(i) paying of any amounts for the time being unpaid on any Shares held by such Members
respectively; or

(ii) paying up in full, un-issued Shares of the company to be allotted and distributed, credited as
fully paid, to and amongst such Members in the proportions aforesaid; or

(iii) partly in the way specified in Article 22(i) of the AoA and partly in that specified in Article
22(ii) of the AoA;

(iv) a securities premium account and a capital redemption reserve account may, for the purposes of
this Article, only be applied in the paying up of un-issued Shares to be issued to Members of
the Company as fully paid bonus Shares.

(v) the Board shall give effect to the resolution passed by the Company in pursuance of this Article.

28. Whenever such a resolution as aforesaid shall have been passed, the Board shall:

(i) make all appropriations and applications of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid Shares, if any; and

(ii) generally, do all acts and things required to give effect thereto.

29. The Board shall have power to:

(i) make such provision, by the issue of fractional certificates or by payment in cash or otherwise
as it thinks fit, for the case of Shares or Debentures becoming distributable in fractions; and

(ii) authorise any Person to enter, on behalf of all the Members entitled thereto, into an agreement
with the Company providing for the allotment to them respectively, credited as fully paid up, of any
further Shares to which they may be entitled upon such capitalisation, or (as the case may require)
for the payment by the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining
unpaid on their existing Shares.

30. Any agreement made under such authority shall be effective and binding on such Members.

V. LIEN

31. The Company shall have a first and paramount lien upon all the Shares/ Debentures (other than fully paid
up Shares/ Debentures) registered in the name of each Member (whether solely or jointly with others) to
the extent of monies called or payable in respect thereof, and upon the proceeds of sale thereof for all
moneys (whether presently payable or not) called or payable at a fixed time in respect of such Shares/
Debentures and no equitable interest in any Share shall be created except upon the footing and condition
that this Article will have full effect. Such lien shall extend to all dividends and bonuses from time to
time declared in respect of such Shares/ Debentures. Fully paid up Shares shall be free from all liens.
Unless otherwise agreed, the registration of a transfer of Shares/ Debentures shall operate as a waiver of
the Company’s lien if any, on such Shares/ Debentures. In case of partly-paid Shares, Company’s lien
shall be restricted to the monies called or payable at a fixed time in respect of such Shares. Provided that

486
 the Board may at any time declare any Shares/ Debentures wholly or in part to be exempt from the
provisions of this Article.

32. Subject to the provisions of the Act, the Company may sell, in such manner as the Board thinks fit, any
Shares on which the Company has a lien. Provided that no sale shall be made –

(i) unless a sum in respect of which the lien exists is presently payable; or

(ii) until the expiration of 14 (fourteen) days after a notice in writing stating and demanding payment
of such part of the amount in respect of which the lien exists as is presently payable, has been
given to the registered holder for the time being of the Share or the person entitled thereto by
reason of his death or insolvency.

33. A Member shall not exercise any voting rights in respect of the Shares in regard to which the Company
has exercised the right of lien.

34. (i) To give effect to any such sale, the Board may authorise some Person to transfer the Shares sold
to the purchaser thereof.

(ii) The purchaser shall be registered as the holder of the Shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to
the sale.
35. (i) The proceeds of the sale shall be received by the Company and applied in payment of such
part of the amount in respect of which the lien exists as is presently payable.

(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the
Shares before the sale, be paid to the Person entitled to the Shares at the date of the sale.
VI. CALLS ON SHARES

36. Subject to the provisions of the Act, the Board may, from time to time, make calls upon the Members in
respect of any money unpaid on their Shares (whether on account of the nominal value of the Shares or
by way of premium) and not by the conditions of allotment thereof made payable at fixed times.

Provided that no call shall exceed one-fourth of the nominal value of the Share or be payable at less than
one month from the date fixed for the payment of the last preceding call.
37. Each Member shall, subject to receiving at least 14 (fourteen) days’ notice specifying the time or times and
place of payment, pay to the Company, at the time or times and place so specified, the amount called
on his Shares.

38. A call may be revoked or postponed at the discretion of the Board.

39. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call
was passed and may be required to be paid by instalments.

40. The joint holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

41. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
Person from whom the sum is due shall pay interest thereof from the day appointed for payment thereof to
the time of actual payment at 10% (ten per cent) per annum or at such lower rate, if any, as the Board
may determine. The Board shall be at liberty to waive payment of any such interest wholly or in part.

42. Any sum which by the terms of the issue of a Share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the Share or by way of premium, shall, for the purposes of the
Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue, such
sum becomes payable. In case of non-payment of such sum, all the relevant provisions of the Articles
as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become

487
 payable by virtue of a call duly made and notified.

43. The Board may, if it thinks fit, subject to the provisions of the Section 50 of the Act, agree to and receive
from any Member willing to advance the same, whole or any part of the moneys due upon the Shares
held by him beyond the sums actually called for and upon the amount so paid or satisfied in advance, or
so much thereof as from time to time exceeds the amount of the calls then made upon the Shares in
respect of which such advance has been made, the Company may pay interest at twelve per cent per
annum. Provided that money paid in advance of calls on any Share may carry interest but shall not confer
a right to dividend or to participate in profits. The Board may at any time repay the amount so advanced.

The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the
same would, but for such payment, become presently payable.
The provisions of the Articles shall mutatis mutandis apply to any calls on Debentures of the Company.

VII. DEMATERIALIZATION OF SHARES

44. The Company shall be entitled to treat the Person whose name appears on the register of Members as the
holder of any Share or whose name appears as the Beneficial Owner of Shares in the records of the
Depository, as the absolute owner thereof.

Provided however that provisions of the Act or the Articles relating to distinctive numbering shall not
apply to the Shares of the Company, which have been dematerialized.

45. Notwithstanding anything contained herein, but subject to the provisions of the Law, the Company shall
be entitled to dematerialize its Shares, Debentures and other Securities pursuant to the Depositories Act
and offer its Shares, Debentures and other Securities for subscription in a dematerialized form. The
Company shall be further entitled to maintain a register of Members with the details of Members holding
Shares both in material and dematerialized form in any medium as permitted by Law including any form
of electronic medium. The Company or a shareholder may exercise an option to issue, deal in, hold the
Securities with a Depository in electronic form and the certificates in respect thereof shall be
dematerialised, in which event the rights and obligations of the parties concerned and matters connected
therewith or incidental thereof, shall be governed by the provisions of the Depositories Act.

46. Every Person subscribing to the Shares offered by the Company shall receive such Shares in
dematerialized form. Such a Person who is the Beneficial Owner of the Shares can at any time opt-out
of a Depository, if permitted by the Law, in respect of any Shares in the manner provided by the
Depositories Act and the regulations made thereunder and the Company shall in the manner and within
the time prescribed, issue to the Beneficial Owner the required certificate of Shares.

47. If a Person opts to hold his Shares with a depository in a dematerialised form, notwithstanding anything
contrary contained in the Articles, the Company shall intimate such Depository the details of allotment
of the Shares, and on receipt of the information, the Depository shall enter in its record the name of the
allottee as the beneficial owner of the Shares.

48. All Shares held by a Depository shall be dematerialized and shall be in a fungible form.

(i) Notwithstanding anything to the contrary contained in the Act or the Articles, a depository shall
be deemed to be the registered owner for the purposes of effecting any transfer of ownership of
Shares on behalf of the Beneficial Owner.

(ii) Save as otherwise provided in (i) above, the depository as the registered owner of the Shares
shall not have any voting rights or any other rights in respect of Shares held by it.

49. Every Person holding Shares of the Company and whose name is entered as the beneficial owner in the
records of the Depository shall be deemed to be the owner of such Shares and shall also be deemed to be
a Shareholder of the Company. The beneficial owner of the Shares shall be entitled to all the liabilities
in respect of his Shares which are held by a Depository.

50. Notwithstanding anything in the Act or the Articles to the contrary, where Shares are held in a

488
 Depository, the records of the beneficial ownership may be served by such Depository on the Company
by means of electronic mode or by delivery of disks, drives or any other mode as prescribed by Law from
time to time.

51. In the case of transfer of Shares or other marketable Securities where the Company has not issued any
certificates and where such Shares or Securities are being held in an electronic and fungible form, the
provisions of the Depositories Act shall apply.

VIII. TRANSFER OF SECURITIES

52. The Securities or other interest of any Member shall be freely transferable, provided that any contract or
arrangement between 2 (two) or more Persons in respect of transfer of Securities shall be enforceable as
a contract. The instrument of transfer of any Share in the Company shall be duly executed by or on behalf
of both the transferor and transferee. The transferor shall be deemed to remain a holder of the Share until
the name of the transferee is entered in the register of Members in respect thereof. A common form of
transfer shall be used in case of transfer of Shares. The instrument of transfer shall be in writing and shall
be executed by or on behalf of both the transferor and transferee and shall be in conformity with all the
provisions of Section 56 of the Act and of any statutory modification thereof for the time being shall be
duly complied with in respect of all transfers of Shares and the registration thereof.

53. Where Shares are converted into stock:

(i) the holders of stock may transfer the same or any part thereof in the same manner as, and subject
to the same regulations under which, the Shares from which the stock arose might before the
conversion have been transferred, or as near thereto as circumstances admit; Provided that the
Board may, from time to time, fix the minimum amount of stock transferable, so, however, that
such minimum shall not exceed the nominal amount of the Shares from which the stock arose.
(iii) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other
matters, as if they held the Shares from which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the company and in the assets on winding
up) shall be conferred by an amount of stock which would not, if existing in Shares, have
conferred that privilege or advantage.

54. Save as otherwise provided in the Act or any applicable Law, no transfer of a Share shall be registered
unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and
by or on behalf of the transferee has been delivered to the Company together with the certificate or
certificates of Shares, and is no such certificate is in existence, then the letter of allotment of the Shares.
Application for the registration of the transfer of a Share may be made either by the transferor or by the
transferee provided that where such application is made by the transferor, no registration shall, in the
case of a partly paid Share be affected unless the Company gives notice of the application to the transferee
in the manner prescribed under the Act, and subject to the provisions of the Articles, the Company shall,
unless objection is made by the transferee, within 2 (two) weeks from the date of receipt of the notice,
enter in the register the name of the transferee in the same manner and subject to the same conditions as
if the application for registration of the transfer was made by the transferee. On giving not less than 7
(seven) days previous notice in accordance with the Act or any other time period as may be specified by
Law, the registration of transfers may be suspended at such times and for such periods as the Board may
from time to time determine, provided that such registration shall not be suspended for more than 30
(thirty) days at any one time or for more than 45 (forty-five) days in the aggregate in any year.

55. Subject to the provisions of the Act, the Articles, the Securities (Contracts) Regulation Act, 1956, as
amended, any listing agreement entered into with any recognized stock exchange and other applicable
provisions of the Act or any other law for the time being in force, the Board may refuse whether in
pursuance of any power of the Company under the Articles or otherwise to register the transfer of, or the
transmission by operation of law of the right to, any Shares or interest of a Member in or Debentures of
the Company. The Company shall within one month from the date on which the instrument of transfer,
or the intimation of such transmission, as the case may be, was delivered to Company, send notice of the
refusal to the transferee and the transferor or to the person giving intimation of such transmission, as the
case may be, giving reasons for such refusal. Provided that the registration of a transfer shall not be

489
 refused on the ground of the transferor being either alone or jointly with any other person or persons
indebted to the Company on any account whatsoever except where the Company has a lien on Shares or
other securities.

56. Only fully paid Shares or Debentures shall be transferred to a minor acting through his/ her legal or
natural guardian. Under no circumstances, Shares or Debentures be transferred to any insolvent or a
person of unsound mind.

57. The instrument of transfer shall after registration be retained by the Company and shall remain in their
custody. All instruments of transfer which the Directors may decline to register, shall on demand be
returned to the persons depositing the same. The Directors may cause to be destroyed all transfer deeds
lying with the Company after such period as they may determine.

58. The Board may, subject to the right of appeal conferred by Section 58 of the Act decline to register—

(i) the transfer of a Share, not being a fully paid Share, to a person of whom they do not approve;
or
(ii) any transfer of Shares on which the company has a lien.

59. The Board may decline to recognize any instrument of transfer unless—

(i) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of
section 56 of the Act;

(ii) the instrument of transfer is accompanied by the certificate of the Shares to which it relates, and
such other evidence as the Board may reasonably require to show the right of the transferor to
make the transfer; and

(iii) the instrument of transfer is in respect of only one class of Shares

60. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other documents.

61. The Company may close the register of Members or the register of debenture-holders or the register of
other security holders for any period or periods not exceeding in the aggregate forty-five days in each
year, but not exceeding thirty days at any one time, subject to giving of previous notice of at least 7
(seven days) or such lesser period as may be specified by SEBI.

IX. TRANSMISSION OF SHARES

62. On the death of a Member, the survivor or survivors where the Member was a joint holder of the
Shares, and his nominee or nominees or legal representatives where he was a sole holder, shall be the
only Person(s) recognised by the Company as having any title to his interest in the Shares. Nothing in
this Article shall release the estate of the deceased joint holder from any liability in respect of any
Share which had been jointly held by him with other Persons.

63. Any Person becoming entitled to a Share in consequence of the death or insolvency of a Member
may, upon such evidence being produced as the Board may from time to time require, and subject as
hereinafter provided, elect, either:

(i) to be registered as holder of the Share; or

(ii) to make such transfer of the Share as the deceased or insolvent Member could have made.

All the limitations, restrictions and provisions of the Articles relating to the right to transfer and the
registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid as if
the death or insolvency of the Member had not occurred and the notice or transfer were a transfer
signed by that Member.
64. The Board shall, in either case, have the same right to decline or suspend registration as it would

490
 have had, if the deceased or insolvent Member had transferred the Share before his death or
insolvency.

65. If the Person so becoming entitled shall elect to be registered as holder of the Shares, such person shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.

66. If the Person aforesaid shall elect to transfer the Share, he shall testify his election by executing an
instrument of transfer in accordance with the provisions of the Articles relating to transfer of Shares.

67. All the limitations, restrictions and provisions contained in the Articles relating to the right to transfer
and the registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the Member had not occurred and the notice or transfer were a transfer
signed by that Member.

68. A Person becoming entitled to a Share by reason of the death or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the Share, except that he shall not, before being registered as a Member in respect
of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to the
General Meetings of the Company, provided that the Board may, at any time, give notice requiring any
such Person to elect either to be registered himself or to transfer the Share, and if the notice is not
complied with within 90 (ninety) days, the Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable in respect of the Share, until the requirements of the notice have
been complied with.

X. FORFEITURE OF SHARES

69. If a Member fails to pay any call, or instalment of a call, on the day appointed for payment thereof,
the Board may, at any time thereafter during such time as any part of the call or instalment remains
unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together
with any interest which may have accrued.

70. The notice issued under Article 75 of the Articles of Association of the Company shall:

(i) name a further day (not being earlier than the expiry of 14 (fourteen) days from the date of service
of the notice) on or before which the payment required by the notice is to be made; and

(ii) state that, in the event of non-payment on or before the day so named, the Shares in respect of
which the call was made will be liable to be forfeited.

71. If the requirements of any such notice as aforesaid is not complied with, any Share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the Board to that effect.

72. A forfeited Share may be sold or otherwise disposed of on such terms and in such manner as the Board
thinks fit.

73. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as
it thinks fit.

74. A Person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares,
but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date of
forfeiture, were presently payable by the Person to the Company in respect of the Shares.

75. The liability of such Person shall cease if and when the Company shall have received payment in full of
all such monies in respect of the Shares.

76. A duly verified declaration in writing that the declarant is a Director, the manager or the Secretary of the
Company, and that a Share in the Company has been duly forfeited on a date stated in the declaration,
shall be conclusive evidence of the facts therein stated as against all Person claiming to be entitled to the
Share.

491
77. The Company may receive the consideration, if any, given for the Share on any sale or disposal thereof
and may execute a transfer of the Share in favour of the Person to whom the Share is sold or otherwise
disposed of.

78. The transferee shall there upon be registered as the holder of the Share.

79. The transferee shall not be bound to ascertain or confirm the application of the purchase money, if any,
nor shall his title to the Share be affected by any irregularity to invalidity in the proceedings in reference
to the forfeiture, sale or disposal of the Share.

80. The provision of the Articles as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a Share, become payable at a fixed time, whether on account of the nominal
value of the Share or by way of premium, as the same had been payable by virtue of a call duly made
and notified.

XI. SHARES AND SHARE CERTIFICATES

81. The Company shall cause to be kept a register of Members in accordance with Section 88 of the Act.
The Company shall be entitled to maintain in any country outside India a “foreign register” of Members
or Debenture holders resident in that country.

82. A Person subscribing to Shares of the Company shall have the option either to receive certificates for
such Shares or hold the Shares with a Depository in electronic form. Where Person opts to hold any Share
with the Depository, the Company shall intimate such Depository of details of allotment of the Shares to
enable the Depository to enter in its records the name of such Person as the beneficial owner of such
Shares. Where a Person opts to hold any Share with the Depository, the rights and obligations of the
parties concerned and matters connected therewith or incidental thereof, shall be governed by the
provisions of the Depositories Act.

83. Unless the Shares have been issued in dematerialized form, every Member whose name is entered as a
member in the register of members shall be entitled to receive within two months after incorporation, in
case of subscribers to the memorandum or after allotment or within one month after the application for
the registration of transfer or transmission or sub-division or consolidation or renewal of any of its Shares
as the case may be or within a period of six months from the date of allotment in the case of any allotment
of Debenture or within such other period as the conditions of issue shall be provided –

(i) one certificate for all his Shares without payment of any charges; or
(ii) several certificates, each for one or more of his Shares, upon payment of twenty rupees for each
certificate after the first.

84. Every certificate of Shares shall be under the Seal of the Company, if any, and shall specify the number
and distinctive numbers of Shares to which it relates and amount paid-up thereon and shall be signed by
two Directors or by a Director and the Company Secretary. Further, out of the two Directors there shall
be at least one director other than managing or whole-time director, where the composition of the Board
so permits. Provided that in respect of a Share or Shares held jointly by several Persons, the Company
shall not be bound to issue more than one certificate and delivery of a certificate for a Share to one of
several joint holders shall be sufficient delivery to all such holders.

85. If any Share stands in the names of 2 (two) or more Persons, the Person first named in the Register of
Members of the Company shall as regards voting at General Meetings, service of notice and all or any
matters connected with the Company, except the transfer of Shares and any other matters herein
otherwise provided, be deemed to be sole holder thereof but joint holders of the Shares shall be severally
as well as jointly liable for the payment of all deposits, instalments and calls due in respect of such Shares
and for all incidents thereof according to the Articles.

86. The Board may subject to the provisions of the Act, accept from any member on such terms and
conditions as they think fit, a surrender of his Shares or stock or any part thereof.

492
87. If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back thereof
for endorsement of transfer or in case of sub-division or consolidation of Shares, then upon production
and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if any
certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on
execution of such indemnity as the Company deems adequate, a new certificate in lieu thereof shall be
given to the party entitled to such lost or destroyed certificate. Every certificate under this Article shall
be issued on payment of Rs. 20 for each certificate. Provided that no fee shall be charged for issue of
new certificates in replacement of those which are old, defaced or worn out or where there is not further
space on the back thereof for endorsement of transfer or in case of sub-division or consolidation of
Shares.

Provided that notwithstanding what is stated above, the Directors shall comply with such rules or
regulations and requirements of any stock exchange or the rules made under the Act or the rules made
under Securities Contracts (Regulation) Act, 1956, as amended or any other act or rules applicable in this
behalf.

The provisions of this Article shall mutatis mutandis apply to issue of certificates for any other Securities,
including Debentures, of the Company.

88. Subject to the provisions of Section 89 of the Act, a Person whose name is entered in the register of
Members of the Company as the holder of the Shares but who does not hold the beneficial interest in such
Shares shall file with the Company, a declaration to that effect in the form prescribed under the Act and
the Company shall make necessary filings with the Registrar as may be required, within a prescribed
period as set out in the Act.

89. Subject to provisions of Section 90 of the Act, every individual, who acting alone or together, or through
one or more persons or trust, including a trust and Persons resident outside India, holds beneficial
interests, of not less than twenty-five per cent. or such other percentage as may be prescribed under the
Act, in Shares of the Company or the right to exercise, or the actual exercising of significant influence
or control as defined in sub-section (27) of Section 2 of the Act, over the Company shall make a
declaration to the Company, specifying the nature of his interest and other particulars, in such manner and
within such period of acquisition of the beneficial interest or rights and any change thereof. The Company
shall maintain a register of the interest declared by such individuals and changes therein which shall
include the name of individual, his date of birth, address, details of ownership in the company and such
other details as may be prescribed under the Act.

90. Notwithstanding anything contained hereinabove, a Member has a right to nominate one or more persons
as his/her nominee(s) to be entitled to the rights and privileges as may be permitted under the law of such
member in the event of death of the said member/s subject to the provisions of the Act and other
applicable Laws.

XII. SHAREHOLDERS’ MEETINGS

91. An Annual General Meeting shall be held each year within the period specified by the Law. Not more
than 15 (fifteen) months shall elapse between the date of one Annual General Meeting of the Company
and that of the next unless otherwise permitted by Law. Nothing contained in the foregoing provisions
shall be taken as affecting the right conferred upon the Registrar under the provisions of Section 96 of
the Act to extend the time within which any Annual General Meeting may be held. Every Annual General
Meeting shall be called during business hours on a day that is not a national holiday (declared as such by
the Central Government) and shall be held either at the registered office or at some other place within
the city in which the registered office of the Company is situated, as the Board may determine. Every
Member of the Company shall be entitled to attend every General Meeting either in person or by proxy.

92. All notices of, and other communications relating to, any General Meeting shall be forwarded to the
auditor of the Company, and the auditor shall, unless otherwise exempted by the Company, attend either
by himself or through his authorised representative, who shall also be qualified to be an auditor, any
General meeting and shall have right to be heard at such meeting on any part of the business which
concerns him as the auditor.

493
93. All General Meetings other than the Annual General Meeting shall be called extraordinary General
Meetings.

94. The business of an Annual General Meeting shall be the consideration of annual audited financial
statements and the reports of the Board of Directors and auditors; the declaration of any dividend; the
appointment of Directors in place of those retiring; the appointment of, and the fixing of the remuneration
of, the auditors; in the case of any other meeting, all business shall be deemed to be special.

95. No business shall be discussed at any General Meeting except election of a Chairperson while the chair
is vacant.

96. (i) The Board may, whenever it thinks fit, call an extraordinary General Meeting.

(ii) The Board shall on the requisition of such number of Member or Members of the Company as
is specified in Section 100 of the Act, forthwith proceed to call an extra-ordinary General
Meeting of the Company and in respect of any such requisition and of any meeting to be called
pursuant thereto, all other provisions of Section 100 of the Act shall for the time being apply.
(iii) A General Meeting of the Company may be convened by giving not less than clear 21 (twenty-
one) days’ notice either in writing or through electronic mode in such manner as prescribed
under the Act, provided that a General Meeting may be called after giving a shorter notice if
consent is given in writing or by electronic mode by majority in number of members entitled to
vote and who represent not less than 95% (ninety-five percent) of such part of the paid-up Share
Capital of the Company as gives a right to vote at such General Meeting.

(iv) Notice of every General Meeting shall be given to the Members and to such other Person or
Persons as required by and in accordance with Section 101 and Section 102 of the Act and it
shall be served in the manner authorized by Section 20 of the Act.

(v) A General Meeting may be called after giving shorter notice if consent, in writing or by
electronic mode, is accorded thereto in accordance with the provisions of Section 101 of the
Act. Provided that where any Member of the Company is entitled to vote only on some
resolution or resolutions to be moved at a meeting and not on the others, those Members shall
be taken into account for the purposes of this Article in respect of the former resolution or
resolutions and not in respect of the latter.

(vi) Any accidental omission to give notice to, or the non-receipt of such notice by, any Member or
other Person who is entitled to such notice for any meeting shall not invalidate the proceedings
of the meeting.

(vii) Subject to the provisions contained under Section 115 of the Act, where, by any provision
contained in the Act or in the Articles, special notice is required of any resolution, notice of the
intention to move such resolution shall be given to the Company by such number of Members
holding not less than one per cent of total voting power or holding Shares on which such
aggregate sum not exceeding five lakh rupees, has been paid-up and the Company shall
immediately after receipt of the notice, give its members notice of the resolution at least 7
(seven) days before the meeting, exclusive of the day of dispatch of notice and day of the
meeting, in the same manner as it gives notice of any General Meetings.

XIII. PROCEEDINGS AT SHAREHOLDERS’ MEETINGS

97. No business shall be transacted at any General Meeting, unless a quorum of Members is present at the
time when the meeting proceeds to transact business.

98. Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section
103 of the Act.

99. In the event a quorum as required herein is not present within 30 (thirty) minutes of the appointed time,
then subject to the provisions of Section 103 of the Act, the General Meeting shall stand adjourned to the

494
 same place and time 7 (seven) days later or to such other date and such other time and place as the Board
may determine, provided that the agenda for such adjourned General Meeting shall remain the same. The
said General Meeting if called by requisitionists under Section 100 of the Act shall stand cancelled.

100. In case of an adjourned meeting or of a change of day, time or place of meeting, the Company shall give
not less than 3 (three) days’ notice to the Members either individually or by publishing an advertisement
in the newspapers (one in English and one in vernacular language) which is in circulation at the place
where the registered office of the Company is situated.

101. The required quorum at any adjourned General Meeting shall be the same as that required at the original
General Meeting.

102. If at the adjourned meeting also a quorum is not present within 30 (thirty) minutes from the time appointed
for holding such meeting, the Members present shall be the quorum and may transact the business for
which the meeting was called.

103. The Chairperson may, with the consent of Members at any meeting at which a quorum is present, and
shall, if so directed at the meeting, adjourn the meeting, from time to time and from place to place.

104. No business shall be transacted at any adjourned General Meeting other than the business left unfinished
at the meeting from which the adjournment took place.

105. When a meeting is adjourned for 30 (thirty) days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting.

106. Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned meeting.

107. Before or on the declaration of the results of the voting on any resolution on a show of hands, a poll may
be ordered to be taken by the Chairperson of the meeting on his/ her own motion and shall be ordered to
be taken by him/ her on a demand made in accordance with Section 109 of the Act.

108. The demand for a poll may be withdrawn at any time by the person or persons who made the demand.

109. Notwithstanding anything contained elsewhere in the Articles, the Company:

(i) shall, in respect of such items of business as the Central Government may, by notification, declare
or which are under any other applicable Law required to be transacted only by means of postal
ballot; and

(ii) may, in respect of any item of business, other than ordinary business and any business in respect
of which Directors or auditors have a right to be heard at any meeting, transact by means of postal
ballot

in such manner as may be prescribed, instead of transacting such business at a General Meeting and any
resolution approved by the requisite majority of the Members by means of such postal ballot, shall be
deemed to have been duly passed at a General Meeting convened in that behalf and shall have effect
accordingly.
110. Directors may attend and speak at General Meetings, whether or not they are Shareholders.

111. A body corporate being a Member shall be deemed to be personally present if it is represented in
accordance with Section 113 of the Act and the Articles.

112. The Chairperson of the Board of Directors or in his absence the vice-Chairperson of the Board shall,
preside as chairperson at every General Meeting, annual or extraordinary.

113. If there is no such Chairperson or if he is not present within 15 (fifteen minutes) after the time appointed
for holding the General Meeting or is unwilling to act as the Chairperson of the General Meeting, the
Directors present shall elect one of their members to be the Chairperson of the General Meeting.

495
114. If at any General Meeting no Director is willing to act as the Chairperson or if no Director is present
within 15 (fifteen) minutes after the time appointed for holding the General Meeting, the Members
present shall choose one of their Members to be the Chairperson of the General Meeting. If a poll is
demanded on the election of the Chairperson, it shall be taken forthwith in accordance with the provisions
of the Act and the Chairperson elected on show of hands, shall exercise all the powers of the Chairperson
under the said provisions. If some other person is elected Chairperson as a result of the poll, he shall be
the Chairperson for the rest of the meeting.

XIV. VOTES OF MEMBERS

115. Subject to any rights or restrictions for the time being attached to any class or classes of Shares:

(i) on a show of hands, every Member present in Person shall have 1 (one) vote; and

(ii) on a poll, the voting rights of Members shall be in proportion to their Share in the paid-up Share
Capital.

116. The Chairperson shall not have a second or casting vote in the event of an equality of votes at General
Meetings of the Company.

117. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands,
unless a poll is (before or on the declaration of the result of the voting on any resolution on show of
hands) demanded by any Member or Members present in Person or by proxy, and having not less than
one-tenth of the total voting power or holding Shares on which an aggregate sum of not less than Rs.
500,000 or such higher amount as may be prescribed has been paid up.

118. Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

119. A Member may exercise his vote at a meeting by electronic means in accordance with Section 108 of the
Act and shall vote only once.

120. In case of joint holders, the vote of the senior who tenders a vote, whether in Person or proxy, shall
be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be
determined by the order in which the names are stated in the register of Members of the Company.

121. A Member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian,
and any such committee or guardian may, on a poll, vote by proxy.

122. No Member shall be entitled to exercise any voting rights either personally or by proxy at any General
Meeting or meeting of a class of Shareholders either upon a show of hands or upon a poll in respect of
any Shares registered in his/ her name on which any calls or other sums presently payable by him in
respect of Shares in the Company have not been paid.

123. No objection shall be raised to the qualification of any voter except at the General Meeting or adjourned
General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
General Meeting and whether given personally or by proxy or otherwise shall be deemed valid for all
purpose. Any such objection made in due time shall be referred to the Chairperson of the General Meeting
whose decision shall be final and conclusive.

124. A declaration by the Chairperson of the meeting of the passing of a resolution or otherwise by show of
hands and an entry to that effect in the books containing the minutes of the meeting of the Company shall
be conclusive evidence of the fact of passing of such resolution or otherwise.

125. Any poll duly demanded on the question of adjournment shall be taken forthwith. A poll demanded on
any other question (not being a question relating to the election of a Chairperson or adjournment of the
meeting) shall be taken at such time not exceeding 48 hours from the time when the demand was made,

496
 as the Chairperson may direct.

126. The Chairperson of a General Meeting, may with the consent of the meeting, adjourn the same from time
to time and from place to place, but no business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the adjournment took place.

127. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business
other than the question of which a poll has been demanded.

128. Where a poll is to be taken, the Chairperson of the meeting shall appoint two scrutinisers to scrutinise
the votes given on the poll and to report thereon to him/ her in accordance with Section 109 of the Act.

129. The Chairperson shall have power, at any time before the result of the poll is declared to remove a
scrutiniser from office and to fill vacancies in the office of scrutiniser arising from such removal or from
any other cause.

130. Of the two scrutinisers, one shall always be a Member (not being an officer or employee of the Company)
present at the meeting, provided such a Member is available and willing to be appointed.

131. The Chairperson of the meeting shall have power to regulate the manner in which a poll shall be taken.

132. The result of the poll shall be deemed to be decision of the meeting on the resolution on which the poll
was taken.

133. The Chairperson of any meeting shall be the sole judge of the validity of every vote tendered at such
meeting.

134. On a poll taken at meeting of the Company, a member entitled to more than one vote, or his proxy or
other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast in
the same way all the votes he uses.

135. Where a resolution is passed at an adjourned meeting of the Company, the resolution shall, for all
purposes, be treated as having been passed on the date on which it was in fact passed and shall not be
deemed to have been passed on any earlier date.

136. At every Annual General Meeting of the Company, there shall be laid on the table the Directors’ report,
audited statements of accounts, auditor’s report (if not already, incorporated in the audited statements of
accounts), the proxy register with proxies and the register of Directors’ holdings.

XV. DIRECTORS

137. The business of the Company shall be managed by the Directors who may pay all expenses incurred in
setting up and registering the Company and may exercise all such powers of the Company as are not
restricted by the Act or by the Articles.

138. Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more
than 15 (fifteen), provided that the Company may appoint more than 15 (fifteen) directors after passing
a Special Resolution. At least one Director shall reside in India for a total period of not less than 182 (one
hundred and eighty-two) days in each financial year.

139. The Directors need not hold any qualification Shares in the Company.

140. Subject to the provisions of the Act, each Director shall be paid sitting fees for each meeting of the Board
or a Committee thereof attended by him, subject to the ceiling prescribed under the Act.

141. The Directors may also be paid travelling and other expenses for attending and returning from meeting
of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them
in connection with the business of the Company. The Directors may also be remunerated for any extra
services done by them outside their ordinary duties as Directors, subject to the provisions of Section 197

497
 of the Act.

142. Subject to the applicable provisions of the Act, if any Director, being willing shall be called upon to
perform extra services for the purposes of the Company, the Company shall remunerate such Director
by such fixed sum or percentage of profits or otherwise as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his remuneration provided above.

143. Subject to the provisions of Section 197 and the other applicable provisions of the Act, the remuneration
of Directors may be fixed at a particular sum or a percentage of the net profits or partly by one way and
partly by the other.

144. In the event that a Director is absent for a continuous period of not less than 3 (three) months from India
(an “Original Director”), subject to the Articles, the Board may appoint another Director (an “Alternate
Director”), not being a person holding any alternate directorship for any other Director or holding
directorship in the Company, for and in place of the Original Director. The Alternate Director shall be
entitled to receive notice of all meetings and to attend and vote at such meetings in place of the Original
Director and generally to perform all functions of the Original Director in the Original Director’s
absence. No Person shall be appointed as an Alternate Director to an Independent Director unless such
Person is qualified to be appointed as an Independent Director of the Company. Any Person so appointed
as Alternate Director shall not hold office for a period longer than that permissible to the Original
Director and shall vacate the office if and when the Original Director returns to India.

145. The office of a Director shall automatically become vacant, if he is disqualified under any of the provisions of
the Act. Further, subject to the provisions of the Act, a Director may resign from his office at any time by
giving a notice in writing to the Company and the Board shall on receipt of such notice take note of the same
and the Company shall intimate the Registrar and also place the fact of such resignation in the report of
Directors laid in the immediately following General Meeting. Such Director may also forward a copy of his
resignation along with detailed reasons for the resignation to the Registrar within 30 (thirty) days of
resignation. The resignation of a Director shall take effect from the date on which the notice is received by the
Company or the date, if any, specified by the Director in the notice, whichever is later.

146. Subject to Section 152 of the Act and Companies (Appointment and Qualification of Directors) Rules 2014,
two-thirds of the total number of Directors of the Company shall be persons whose period of office is liable to
determination by retirement of directors by rotation. Provided that Directors appointed as Independent
Director(s) under the Articles hereto shall not retire by rotation under this Article nor shall they be included in
calculating the “total number of Directors under this Article.

147. At the Annual General Meeting of the Company to be held in every year, one third of the Directors as are
liable to retire by rotation for the time being, or, if their number is not three or a multiple of three then the
number nearest to one third shall retire from office in the manner prescribed under the Act and the Rules, and
they will be eligible for re-election.

148. At any Annual General Meeting at which a Director retires, the Company may fill up the vacancy by
appointing the retiring Director who is eligible for re-election or some other Person if a notice for the said
purpose has been left at the office of the Company in accordance with the provisions of the Act.

149. No Person shall be appointed as a Director unless he furnishes to the Company his Director Identification
Number under Section 154 of the Act or any other number as may be prescribed under Section 153 of
the Act and a declaration that he is not disqualified to become a Director under the Act.

150. No Person appointed as a Director shall act as a Director unless he gives his consent to hold the office as
a Director and such consent has been filed with the Registrar within 30 (thirty) days of his appointment
in the manner prescribed in the Act.

151. Subject to the provisions of the Act, the Directors shall have the power, at any time and from time to
time to appoint any Persons as Additional Director in addition to the existing Directors so that the total
number of Directors shall not at any time exceed the number fixed for Directors in the Articles. Any
Director so appointed shall hold office only until the next following Annual General Meeting or the last
date on which the Annual General Meeting should have been held, whichever is earlier, but shall be
eligible for re-appointment as Director.

498
152. The Company, may by Ordinary Resolution, of which special notice has been given in accordance with
the Section 169 of the Act, remove any Director including the managing director, if any, before the
expiration of the period of his office. Notwithstanding anything contained in the Articles or in any
agreement between the Company and such Director, such removal shall be without prejudice to any
contract of service between him and the Company.

153. If the office of any Director appointed by the Company in General Meeting, is vacated before his term
of office expires in the normal course, the resulting casual vacancy may be filled up by the Board at a
meeting of the Board but any Person so appointed shall retain his office so long only as the vacating
Director would have retained the same if such vacancy had not occurred.

154. In the event of the Company borrowing any money from any financial corporation or institution or
government or any government body or a collaborator, bank, Person or Persons or from any other source,
while any money remains due to them or any of them the lender concerned may have and may exercise
the right and power to appoint, from time to time, any Person or Persons to be a Director or Directors of
the Company and the Directors so appointed, shall not be liable to retire by rotation, subject however, to
the limits prescribed by the Act. Any Person so appointed may at any time be removed from the office
by the appointing authority who may from the time of such removal or in case of death or resignation of
Person, appoint any other or others in his place. Any such appointment or removal shall be in writing,
signed by the appointee and served on the Company. Such Director need not hold any qualification
Shares.

155. The Company may, subject to the provisions of the Act and the Law, take and maintain any insurance as
the Board may think fit on behalf of its present and/ or former Directors and key managerial personnel
for indemnifying all or any of them against any liability for any acts in relation to the Company for which
they may be liable but have acted honestly or reasonably.

XVI. MANAGING DIRECTOR OR WHOLE TIME DIRECTOR

156. The Board may, from time to time, subject to Section 196 and other applicable provisions of the Act,
appoint one or more of their body to the office of the managing director or whole time Director for such
period and on such remuneration and other terms, as they think fit and subject to the terms of any
agreement entered into in any particular case, may revoke such appointment.

The Directors may elect one of themselves to the office of the Chairman of the Board and the same
person may also be appointed / continue as Managing Director of the Company and in such situations,
such person may be designated as the Chairman of the Company.

157. Subject to the provisions of any contract between him and the Company, the managing director/ whole-
time director, shall be subject to the same provisions as to resignation and removal as the other Directors
and his appointment shall automatically terminate if he ceases to be a Director.

158. Subject to the provisions of the Act and any other applicable Law, a managing director or whole time
director may be paid such remuneration (whether by way of salary, commission or participation in profits
or partly in one way and party in other) as the Board may determine, subject to the approval of the
Shareholders.

159. The Board, subject to Section 179 and any other applicable provisions of the Act, may entrust to and
confer upon a managing director or whole time director any of the powers exercisable by them upon such
terms and conditions and with such transfers, as they may think fit and either collaterally with or to the
exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or any
of such powers.
XVII. MEETINGS OF THE BOARD

160. The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks
fit, subject to the provisions of the Act and other applicable Law.

161. A Director may, and the manager or the Secretary of the Company upon the requisition of a Director

499
 shall, at any time convene a meeting of the Board, subject to the provisions of the Act.

162. Subject to the provisions the Act, the Board shall meet at least 4 (four) times in a year in such a manner
that not more than 120 (one hundred and twenty) days shall intervene between 2 (two) consecutive
meetings of the Board.

163. The quorum for the meeting of the Board shall be one third of its total strength or 2 (two) Directors,
whichever is higher, and the participation of the Directors by video conferencing or by other audio-visual
means shall also be counted for the purpose of quorum. Provided that where at any time the number of
interested Directors is equal to or exceeds two-thirds of the total strength of the Board, the number of
remaining Directors, that is to say the number of Directors who are not interested and present at the
meeting being not less than 2 (two), shall be the quorum during such time.

164. The continuing Directors may act notwithstanding any vacancy in the Board; but if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the
quorum, or of summoning a General Meeting of the Company, but for no other purpose.

165. If quorum is found to be not present within 30 (thirty) minutes from the time when the meeting should
have begun or if during the meeting, valid quorum no longer exists, the meeting shall be reconvened at
the same time and at the same place 7 (seven) days later. At the reconvened meeting, the Directors present
and not being less than 2 (two) Persons shall constitute the quorum and may transact the business for
which the meeting was called and any resolution duly passed at such meeting shall be valid and binding
on the Company.

166. Subject to the provisions of the Act allowing for shorter notice periods, a meeting of the Board shall be
convened by giving not less than 7 (seven) days’ notice in writing to every Director at his address
registered with the Company and such notice shall be sent by hand delivery or by post or by electronic
means.

167. Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be
decided by a majority of votes.

168. The Board may elect a Chairperson for its meetings and determine the period for which he is to hold
office. The Board may likewise appoint a vice-chairman of the Board of Directors to preside over the
meeting at which the chairman shall not be present. If at any meeting the Chairperson is not present
within 5 (five) minutes after the time appointed for holding the meeting, the Directors present may choose
one of their member to be Chairperson of the meeting.

169. In case of equality of votes, the Chairperson and the vice-Chairperson of the Board shall decide
unanimously at Board meetings of the Company.

170. The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such Member or Members of its body as it thinks fit.

171. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board and applicable Laws. The quorum for any meeting of the
committee shall be two members, unless otherwise required by the Act or applicable SEBI Regulations
or by the Board.

172. A committee may elect a Chairperson of its meetings and may also determine the period for which he is
to hold office. If no such Chairperson is elected, or if at any meeting the Chairperson is not present within
5 (five) minutes after the time appointed for holding the meeting, the Members present may choose one
of their Members to be Chairperson of the meeting.

173. A committee may meet and adjourn as it thinks fit.

174. Questions arising at any meeting of a committee shall be determined by a majority of votes of the
Directors present. The chairperson of the committee, if any, shall not have any second or casting vote.

500
175. Subject to the Articles and Sections 175, 179 and other applicable provisions of the Act, a circular
resolution in writing, executed by or on behalf of a majority of the Directors or members of the
Committee, shall constitute a valid decision of the Board or committee thereof, as the case may be,
provided that a draft of such resolution together with the information required to make a fully-informed
good faith decision with respect to such resolution and appropriate documents required to evidence
passage of such resolution, if any, was sent to all of the Directors or members of the committee (as the
case may be) at their addresses registered with the Company in India by hand delivery or by post or by
courier, or through such electronic means as may be prescribed under the Act, and has been approved by
a majority of the Directors or members who are entitled to vote on the resolution. Such circular resolution
shall be placed for noting at the immediately succeeding meeting of the Board/committee, as the case
may be.

176. All acts done in any meeting of the Board or of a committee thereof or by any Person acting as a Director
shall, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason
of any defect for disqualification or had terminated by virtue of any provisions contained in the Act, or
in the Articles, be as valid as if every such Director or such Person had been duly appointed and was
qualified to be a Director.

177. Subject to the provisions of the Act, no Director shall be disqualified by his office from contracting with
the Company, nor shall any such contract entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided, nor shall any Director contracting or being so
interested be liable to account to the Company for any profit realized by any such contract by reason only
of such Director holding that office or of the fiduciary relations thereby established; provided that every
Director who is in any way whether directly or indirectly concerned or interested in a contract or
arrangement, entered into or to be entered into by or on behalf of the Company, shall disclose the nature
of his concern or interest at a meeting of the Board and shall not participate in such meeting as required
under Section 184 and other applicable provisions of the Act, and his presence shall not count for the
purposes of forming a quorum at the time of such discussion or vote.

PART B
Part B of the Articles of Association provide for, among other things, the rights of certain shareholders
pursuant to the SHA. For more details on the SHA, see “History and Certain Corporate Matters – Summary
of key agreements and shareholders’ agreements – Shareholders’ Agreement” on page 290.

501
 SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following documents and subsisting contracts (not being contracts entered into in the ordinary course of
business carried on by our Company and includes inter alia contracts entered into until the date of the Red Herring
Prospectus) which are, or may be deemed material, have been entered or are to be entered into by our Company.
These documents and contracts, copies of which were attached to the copy of the Red Herring Prospectus filed
with the RoC, and also the documents for inspection referred to hereunder were made available for inspection at
our Registered Office, from 10.00 am to 4.00 pm on Working Days and on the website of the Company at
https://rishabh.co.in/uploads/Investor_Relations/MATERIAL%20CONTRACTS%20AND%20DOCUMENTS.
pdf from the date of the Red Herring Prospectus until the Bid/Offer Closing Date (except for such contracts and
documents that will be executed subsequent to the completion of the Bid/Offer Closing Date).

Material Contracts to the Offer

1. Offer Agreement dated December 29, 2022 entered into among our Company, the Selling Shareholders
and the BRLMs.
2. Registrar Agreement dated December 23, 2022 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated August 21, 2023 entered into among our Company,
the Selling Shareholders, the BRLMs, the Syndicate Members, Banker to the Offer and the Registrar to
the Offer.
4. Share Escrow Agreement dated August 18, 2023 entered into among the Selling Shareholders, our
Company and the Share Escrow Agent.
5. Syndicate Agreement dated August 19, 2023 entered into among the members of the Syndicate, our
Company, the Selling Shareholders and the Registrar to the Offer.
6. Underwriting Agreement dated September 4, 2023 entered into among our Company, the Selling
Shareholders and the Underwriters.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date.
2. Certificate of incorporation dated October 6, 1982 issued by the RoC and fresh certificate of
incorporation dated September 22, 2022 issued by the RoC pursuant to conversion from a private to a
public company.
3. Resolution of the Board of Directors dated December 19, 2022 approving the Offer and other related
matters.
4. Shareholders’ resolution dated December 22, 2022 in relation to the Fresh Issue and other related matters;
5. Resolution of the Board of Directors dated December 29, 2022 approving the Draft Red Herring
Prospectus for filing with SEBI and the Stock Exchanges.
6. Resolutions of the Board of Directors and IPO Committee dated August 22, 2023 and August 23, 2023,
respectively, approving the Red Herring Prospectus for filing with RoC, the SEBI and the Stock
Exchanges.
7. Resolutions of the Board of Directors dated September 4, 2023 approving this Prospectus for filing with
RoC, the SEBI and the Stock Exchanges.
8. Copies of annual reports for the last three Fiscals, i.e., Fiscal 2023, 2022 and 2021.
9. Resolution dated July 24, 2023 passed by the Audit Committee approving the KPIs;
10. Shareholders’ agreement dated September 16, 2013 executed between our Company, our Promoter, Asha
Narendra Goliya, Rishabh Narendra Goliya, Narendra Rishabh Goliya (HUF), Anushree Goliya and
SACEF along with the amendment and waiver agreement dated September 8, 2022, read with the letter
agreement dated July 17, 2023.

502
11. Letter dated July 21, 2023 issued by SACEF.
12. The examination report of the Statutory Auditor dated July 24, 2023 on the Restated Consolidated
Financial Information.
13. Written consent dated August 8, 2023 from M/s M S K A & Associates to include its name as required
under section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus,
and as an “expert” as defined under section 2(38) of the Companies Act, 2013 and in respect of (i) their
examination report dated July 24, 2023 on our Restated Consolidated Financial Information; and (ii) their
report dated August 8, 2023 on the Statement of Possible Special Tax Benefits in this Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
14. Written consent dated August 8, 2023, from the chartered engineer, namely Manish M Kothari in relation
to the certificate dated August 8, 2023 for procurement of plant and machinery (including software) and
related items proposed to be purchased by the Company as part of the Expansion of Nashik
Manufacturing Facility I.

15. Written consent dated December 23, 2022, from the architect, namely Sanjay Madhavrao Patil in relation
to the report titled “Cost Assessment Report for Civil work and Utilities for a Proposed Building to be
constructed at Rishabh Instruments Limited”.
16. Consents of the Selling Shareholders, our Directors, Bankers to our Company, the BRLMs, Registrar to
the Offer, Banker(s) to the Offer, Syndicate Members, legal counsel, lenders to the Company, Company
Secretary and Compliance Officer of our Company, to act in their respective capacities.
17. Cost assessment report from Sanjay Madhavrao Patil (with the date of estimation: November 30, 2022);
18. Certificate on Key Performance Indicators, issued by Shah & Mantri, Chartered Accountants dated
August 9, 2023.
19. Industry report titled “Market Assessment of Electrical Automation; Metering, Control and Protection
Devices; Portable Test & Measurement Instruments; Solar String Inverters; and Aluminium High-
Pressure Die-casting: Global and India” dated July 19, 2023 prepared by Frost & Sullivan,
commissioned and paid for by our Company exclusively in connection with the Offer, and consent letter
dated July 20, 2023 issued by F&S.
20. Exemption application dated October 12, 2022 filed by our Company with SEBI, and letter from SEBI
with reference number SEBI/HO/CFD/DIL-2/P/OW/2022/56484/1 dated December 29, 2022, received
in this regard.
21. Letters dated September 17, 2022, September 23, 2022, September 28, 2022, and October 29, 2022 sent
by our Company to Surendra Goliya, requesting to provide information and confirmations in relation to
classification as a member of the Promoter Group of our Company as well as letter dated December 29,
2022 sent by our Company intimating Surendra Goliya for inclusion as a member of the Promoter Group
of our Company.
22. Letters dated August 23, 2022, September 23, 2022 and September 28, 2022 sent by our Company to
Mangala Rajendra Mehta, requesting to provide information and confirmations in relation to
classification as a member of the Promoter Group of our Company as well as letter dated December 29,
2022 sent by our Company intimating Mangala Rajendra Mehta for inclusion as a member of the
Promoter Group of our Company.
23. Letter dated September 27, 2022 addressed to SEBI (with a copy marked to our Company) and affidavit
dated September 1, 2022 from Mangala Rajendra Mehta stating her unwillingness to be identified,
categorised and/or disclosed as a member of the Promoter Group of our Company.
24. In-principle listing approvals each dated February 3, 2023 from BSE and NSE, respectively.
25. Tripartite Agreement dated August 26, 2022, among our Company, NSDL and the Registrar to the Offer.
26. Tripartite Agreement dated August 17, 2022, among our Company, CDSL and the Registrar to the Offer.
27. Due diligence certificate to SEBI from the BRLMs, dated December 29, 2022.

503
28. SEBI interim observation letter number SEBI/HO/OW/P/2023/547/1 dated January 5, 2023.
29. SEBI final observation letter number SEBI/HO/OW/P/6893/2023 dated February 17, 2023.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders,
subject to compliance with the provisions contained in the Companies Act, 2013 and other applicable law.

504
 DECLARATION

DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Narendra Joharimal Goliya

(Chairman and Managing Director)

Date: September 4, 2023

Place: Nashik

505
 DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Parappath Kottekode Ramakrishnan

(Non-Executive Director)

Date: September 4, 2023

Place: Ottapalam

506
 DECLARATION BY THE COMPANY
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Alipt Sharma
(Non – Executive Nominee Director)

Date: September 4, 2023

Place: Mumbai

507
 DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Krishnan Ganesan
(Non-Executive Nominee Director)

Date: September 4, 2023

Place: Mumbai

508
 DECLARATION BY THE COMPANY
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Rathin Kumar Banerjee

(Independent Director)

Date: September 4, 2023

Place: Mumbai

509
 DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Siddharth Nandkishore Bafna

(Independent Director)

Date: September 4, 2023

Place: Mumbai

510
 DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Astha Ashish Kataria

(Independent Director)

Date: September 4, 2023

Place: Nashik

511
 DECLARATION BY THE COMPANY

I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Lukasz Jan Meissner

(Independent Director)

Date: September 4, 2023

Place: Drwesa, Poland

512
 DECLARATION BY THE COMPANY
I hereby certify and declare that all relevant provisions of the Companies Act, 2013, the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, 1992, as the case may be, have been complied with, and no statement made in
this Prospectus is contrary to the provisions of the Companies Act, 2013, the SCRA, the SCRR and the SEBI Act,
each as amended, or the rules, regulations or guidelines issued thereunder, as the case may be. I further certify
that all the disclosures and statements made in this Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER

Vishal Prabhakar Kulkarni

(Chief Financial Officer)

Date: September 4, 2023

Place: Nashik

513
 DECLARATION BY THE SELLING SHAREHOLDER
We, SACEF HOLDINGS II, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by us in this Prospectus about or in relation to ourselves, as a Selling Shareholder and the Equity
Shares being offered by us in the Offer for Sale, are true and correct. We assume no responsibility for any other
statements, disclosures or undertakings, including any of the statements, disclosures or undertakings made or
confirmed by the Company, any other Selling Shareholder or any other person(s) in this Prospectus.

For and on behalf of SACEF HOLDINGS II

Name: Danielle Tin Kin Wang

Designation: Director

Date: September 4, 2023

Place: Mauritius

514
 DECLARATION BY SELLING SHAREHOLDER

I, Asha Narendra Goliya, hereby confirm that all statements, disclosures and undertakings specifically made or
confirmed by me in this Prospectus about or in relation to myself, as a Selling Shareholder and the Equity Shares
being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for any other statements,
disclosures or undertakings, including, any of the statements, disclosures or undertakings made or confirmed by
the Company, any other Selling Shareholder or any other person(s) in this Prospectus.

Name: Asha Goliya

Date: September 4, 2023

Place: Nashik

515
 DECLARATION BY SELLING SHAREHOLDER

I, Rishabh Narendra Goliya, hereby confirm that all statements, disclosures and undertakings specifically made
or confirmed by me in this Prospectus about or in relation to myself, as a Selling Shareholder and the Equity
Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility for any other
statements, disclosures or undertakings, including, any of the statements, disclosures or undertakings made or
confirmed by the Company, any other Selling Shareholder or any other person(s) in this Prospectus.

Name: Rishabh Goliya

Date: September 4, 2023

Place: Nashik

516
 DECLARATION BY THE SELLING SHAREHOLDER
We, NARENDRA RISHABH GOLIYA (HUF), hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by us in this Prospectus about or in relation to ourselves, as a Selling
Shareholder and the Equity Shares being offered by us in the Offer for Sale, are true and correct. We assume no
responsibility for any other statements, disclosures or undertakings, including any of the statements, disclosures
or undertakings made or confirmed by the Company, any other Selling Shareholder or any other person(s) in this
Prospectus.

For and on behalf of NARENDRA RISHABH GOLIYA (HUF)

Name: Narendra Goliya

Designation: Karta

Date: September 4, 2023

Place: Mumbai

517