Orient Cables Limited - DRHP

DRAFT RED HERRING PROSPECTUS Dated July 10, 2025 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) 100% Book Built Offer (Please scan this QR code to view the DRHP) ORIENT CABLES (INDIA) LIMITED Corporate Identity Number: U31300DL2005PLC140809 REGISTERED CORPORATE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE OFFICE OFFICE House No. 8 BLK-D, 701, 7th Floor Veritas, Mona Kaushik, Company Tel: +91 14932 94094 www.orientcables.in Second Floor, Golf Course Road, Secretary and Compliance Officer Email: compliance@orientcables.in Ashok Vihar PH-1, New Parsvanth Exotica, Delhi, Sector 53, Delhi – 110 052, India Gurugram, Haryana- 122003, India OUR PROMOTERS: VIPUL NAGPAL, GARIMA NAGPAL, VARDAAN NAGPAL, VIPUL FAMILY TRUST, GARIMA FAMILY TRUST DETAILS OF THE OFFER TO THE PUBLIC Type Fresh Issue Size# Offer for Sale size Total Offer size Eligibility and Reservations Fresh Issue and Up to [●] Equity Up to [●] Equity Up to [●] Equity The Offer is being made pursuant to Regulation 6(1) of the SEBI Offer for Sale Shares of face value Shares of face value Shares of face value ICDR Regulations, as amended. For further details, see “Other of ₹ 1 each of ₹ 1 each of ₹ 1 each Regulatory and Statutory Disclosures – Eligibility for the Offer” on aggregating up to ₹ aggregating up to ₹ aggregating to ₹ page 373. For details in relation to share reservation among QIBs, 3,200.00 million 3,800.00 million 7,000.00 million NIIs and RIBs, see “Offer Structure” on page 390. OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND WEIGHTED AVERAGE COST OF ACQUISITION Name of the Selling Type of the Selling Shareholders Number of Equity Shares of face value Weighted Average Cost of Shareholders of ₹ 1 each Offered/ Amount (in ₹ Acquisition per Equity Share (in million) ₹)* Vipul Nagpal Promoter Selling Shareholder Up to [●] Equity Shares of face value of ₹ 1 0.01 each aggregating up to ₹ 921.00 million Garima Nagpal Promoter Selling Shareholder Up to [●] Equity Shares of face value of ₹ 1 0.01 each aggregating up to ₹ 215.00 million Vipul Family Trust Promoter Selling Shareholder Up to [●] Equity Shares of face value of ₹ 1 0.00 each aggregating up to ₹ 1,332.00 million Garima Family Trust Promoter Selling Shareholder Up to [●] Equity Shares of face value of ₹ 1 0.00 each aggregating up to ₹ 1,332.00 million *As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. RISKS IN RELATION TO THE FIRST OFFER This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of our Equity Shares is ₹ 1 each. The Floor Price, Cap Price and the Offer Price, as determined by our Company, in consultation with the book running lead managers to the Offer (“BRLMs”), on the basis of the assessment of market demand for Equity Shares by way of the Book Building Process, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 119 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 Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 30. ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring 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 Draft Red Herring 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 Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Promoter Selling Shareholders, severally and not jointly accepts responsibility for and confirms the statements made or confirmed by them in this Draft Red Herring Prospectus to the extent of information specifically pertaining to themselves and their respective Offered Shares and assume responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares to be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” together with BSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange. BOOK RUNNING LEAD MANAGERS Logos of Book Running Name of Book Running Lead Manager Contact Person Email and Telephone Lead Managers IIFL Capital Services Limited Nishita Mody/Pawan Kumar Email: (formerly known as IIFL Securities Limited) Jain orientcables.ipo@iiflcap.com Tel: +91 22 4646 4728DRAFT RED HERRING PROSPECTUS Dated July 10, 2025 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) 100% Book Built Offer JM Financial Limited Prachee Dhuri Email: orientcables.ipo@jmfl.com Tel: +91 22 6630 3030 REGISTRAR TO THE OFFER Logo of the Registrar Name of Registrar Contact Person Email and Telephone KFin Technologies Limited M. Murali Krishna Tel: +91 40 6716 2222 E-mail: orient.ipo@kfintech.com BID/ OFFER PROGRAMME ANCHOR [●]* BID/OFFER [●] BID/OFFER [●]**^ INVESTOR BID/ OPENS ON CLOSES ON OFFER PERIOD * Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors, in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Offer Period shall be one Working Day prior to the Bid/ Offer Opening Date. ** Our Company, in consultation with the BRLMs, may decide to close the Bid/ Offer Period for QIBs one Working Day prior to the Bid/ Offer Closing Date, in accordance with the SEBI ICDR Regulations. ^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date. # Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC (“Pre-IPO Placement”). The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre- IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus.DRAFT RED HERRING PROSPECTUS Dated July 10, 2025 (This Draft Red Herring Prospectus will be updated upon filing with the RoC) (Please read Section 32 of the Companies Act, 2013) 100% Book Built Offer ORIENT CABLES (INDIA) LIMITED Our Company was originally incorporated as “Orinet Cables (India) Private Limited” as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated September 15, 2005, by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”). Subsequently, the name of our Company was changed to “Orient Cables (India) Private Limited” for the purpose of rectifying a typographical error in recording the name of our Company, pursuant to a Board resolution dated March 5, 2007 and a resolution passed in the extra ordinary general meeting of the Shareholders held on April 9, 2007 and consequently a fresh certificate of incorporation dated April 24, 2007 was issued by the RoC. Thereafter, our Company’s name was changed to “Orient Cables (India) Limited” upon conversion to a public limited company pursuant to a Board resolution dated November 22, 2024 and a special resolution passed in the extra ordinary general meeting of the Shareholders held on November 25, 2024, and consequently a fresh certificate of incorporation dated December 13, 2024 was issued by the RoC. For further details, see “History and Certain Corporate Matters – Brief History of our Company” on page 229. Registered Office: House No. 8 BLK-D, Second Floor, Ashok Vihar PH-1, New Delhi, Delhi – 110 052, India; Corporate Office: 701, 7th Floor Veritas, Golf Course Road, Parsvanth Exotica, Sector 53, Gurugram, Haryana - 122003, India Contact Person: Mona Kaushik, Company Secretary and Compliance Officer; Tel: +91 1493294094 E-mail: compliance@orientcables.in; Website: www.orientcables.in; Corporate Identity Number: U31300DL2005PLC140809 OUR PROMOTERS: VIPUL NAGPAL, GARIMA NAGPAL, VARDAAN NAGPAL, VIPUL FAMILY TRUST, GARIMA FAMILY TRUST INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH (“EQUITY SHARES”) OF ORIENT CABLES (INDIA) LIMITED (OUR “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹ [●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING UP TO ₹ 7,000.00 MILLION (THE “OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF UP TO [●] EQUITY SHARES BY OUR COMPANY AGGREGATING UPTO ₹3,200.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES (THE “OFFERED SHARES”) AGGREGATING UP TO ₹ 3,800.00 MILLION (THE “OFFER FOR SALE”), COMPRISING UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 921.00 MILLION BY VIPUL NAGPAL, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 215.00 MILLION BY GARIMA NAGPAL, UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,332.00 MILLION BY VIPUL FAMILY TRUST AND UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 1,332.00 MILLION BY GARIMA FAMILY TRUST (THE “PROMOTER SELLING SHAREHOLDERS”). THE OFFER SHALL CONSTITUTE [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARES IS ₹1 EACH AND THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS, AND WILL BE ADVERTISED IN ALL EDITIONS OF THE [●], AN ENGLISH LANGUAGE NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION AND IN ALL EDITIONS OF [●], A HINDI LANGUAGE NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION (HINDI ALSO BEING THE REGIONAL LANGUAGE OF NEW DELHI WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE STOCK EXCHANGES FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES, IN ACCORDANCE WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS, MAY CONSIDER AN ISSUE OF SPECIFIED SECURITIES AS MAY BE PERMITTED UNDER APPLICABLE LAW, TO ANY PERSON(S), AGGREGATING UP TO ₹ 640.00 MILLION, AT ITS DISCRETION, PRIOR TO FILING OF THE RED HERRING PROSPECTUS WITH THE ROC (“PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMS. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SECURITIES CONTRACTS (REGULATION) RULES, 1957, AS AMENDED. THE PRE-IPO PLACEMENT, IF UNDERTAKEN, SHALL NOT EXCEED 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE OFFER, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE OFFER OR THE OFFER MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS. In case of any revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid / Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the respective websites of the BRLMs and at the terminals of the members of the Syndicate and by intimation to the Self-Certified Syndicate Banks (“SCSBs”) and other Designated Intermediaries and Sponsor Bank(s), as applicable. The Offer is being 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 is being made in accordance with Regulation 6(1) of the SEBI ICDR Regulations, through the Book Building Process wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (such portion referred to as “QIB Portion”), provided that our Company in consultation with the BRLMs, may allocate up to 60% of the Net QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors out of which (a) one-third of such portion shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two third of such portion shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Investors and not less than 35% of the Offer shall be available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders (except Anchor Investors) are required to mandatorily use the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective ASBA accounts, and UPI ID in case of UPI Bidders, if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as applicable, to the extent of the respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For further details, see ‘Offer Procedure’ on page 393. RISKS IN RELATION TO FIRST OFFER This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 1. The Offer Price/ Floor Price/ Cap Price, as determined and justified by our Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations and as stated in ‘Basis for Offer Price’ on page 119 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 our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 30. ISSUER’S AND PROMOTER SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring 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 Draft Red Herring 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 Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Promoter Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements made or confirmed by them in this Draft Red Herring Prospectus to the extent of information specifically pertaining to themselves and their respective Offered Shares and assume responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. LISTING The Equity Shares to be offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their letters dated [●] and [●], respectively. For the purposes of the Offer, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with Section 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents 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 431. BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER IIFL Capital Services Limited JM Financial Limited KFin Technologies Limited (formerly known as IIFL Securities Limited) 7th Floor, Cnergy 301, The Centrium, 3rd Floor, 24th Floor, One Lodha Place, Appasaheb Marathe Marg 57, Lal Bahadur Shastri Road, Senapati Bapat Marg Prabhadevi, Mumbai 400 025 Nav Pada, Kurla (West), Lower Parel (West) Maharashtra, India Kurla, Mumbai, Mumbai 400013 Tel: +91 22 6630 3030 Maharashtra, India 400 070 Maharashtra, India E-mail: orientcables.ipo@jmfl.com Tel: +91 40 6716 2222 Tel: +91 22 4646 4728 Website: www.jmfl.com E-mail: orient.ipo@kfintech.com E-Mail: orientcables.ipo@iiflcap.com Investor Grievance e-mail: grievance.ibd@jmfl.com Website: www.kfintech.com Website: www.iiflcap.com Contact Person: Prachee Dhuri Investor Grievance e-mail: einward.ris@kfintech.com Investor Grievance e-mail: ig.ib@iiflcap.com SEBI Registration No.: INM000010361 Contact Person: M. Murali Krishna Contact Person: Nishita Mody/Pawan Kumar Jain SEBI Registration No.: INR000000221 SEBI Registration No: INM000010940 BID/OFFER PROGRAMME ANCHOR INVESTOR BID/ OFFER PERIOD [●]* BID/ OFFER OPENS ON [●] BID/ OFFER CLOSES ON [●]**^ * Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investors shall Bid during the Anchor Investor Bid/ Offer Period, i.e., one Working Day prior to the Bid/Offer Opening Date. ** Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one day prior to the Bid/Offer Closing Date, in accordance with the SEBI ICDR Regulations. ^ UPI mandate end time and date shall be at 5:00 pm on the Bid/Offer Closing Date.TABLE OF CONTENTS SECTION I – GENERAL ......................................................................................................................................................... 1 DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1 OFFER DOCUMENT SUMMARY ................................................................................................................................... 14 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................... 25 FORWARD-LOOKING STATEMENTS .......................................................................................................................... 28 SECTION II – RISK FACTORS............................................................................................................................................ 30 SECTION III – INTRODUCTION ........................................................................................................................................ 73 SUMMARY OF RESTATED FINANCIAL INFORMATION ......................................................................................... 73 THE OFFER ....................................................................................................................................................................... 77 GENERAL INFORMATION ............................................................................................................................................. 79 CAPITAL STRUCTURE ................................................................................................................................................... 88 OBJECTS OF THE OFFER ............................................................................................................................................. 107 BASIS FOR OFFER PRICE ............................................................................................................................................ 119 STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................... 129 SECTION IV – ABOUT OUR COMPANY ........................................................................................................................ 136 INDUSTRY OVERVIEW ................................................................................................................................................ 136 OUR BUSINESS .............................................................................................................................................................. 193 KEY REGULATIONS AND POLICIES ......................................................................................................................... 222 HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 229 OUR SUBSIDIARY ......................................................................................................................................................... 237 OUR MANAGEMENT .................................................................................................................................................... 239 OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................... 258 OUR GROUP COMPANIES ........................................................................................................................................... 263 RELATED PARTY TRANSACTIONS ........................................................................................................................... 265 DIVIDEND POLICY ....................................................................................................................................................... 266 SECTION V – FINANCIAL INFORMATION .................................................................................................................. 267 RESTATED FINANCIAL INFORMATION................................................................................................................... 267 OTHER FINANCIAL INFORMATION .......................................................................................................................... 328 CAPITALISATION STATEMENT ................................................................................................................................. 330 FINANCIAL INDEBTEDNESS ...................................................................................................................................... 331 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................................................................................................................................. 334 SECTION VI – LEGAL AND OTHER INFORMATION................................................................................................. 363 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 363 GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 369 OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 373 SECTION VII – OFFER RELATED INFORMATION .................................................................................................... 384 TERMS OF THE OFFER ................................................................................................................................................. 384 OFFER STRUCTURE ..................................................................................................................................................... 390 OFFER PROCEDURE ..................................................................................................................................................... 393 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................ 411 SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION INTERPRETATION ............................................................................................................................................................. 412 SECTION IX – OTHER INFORMATION ......................................................................................................................... 431 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 431 DECLARATION ................................................................................................................................................................... 434[This page is intentionally left blank]SECTION I – GENERAL DEFINITIONS AND ABBREVIATIONS This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless otherwise specified or the context otherwise indicates, requires or implies, shall have the meanings as provided below. References to any legislation, act, regulation, rule, guideline, policy, circular, notification or clarification shall be deemed to include all amendments, supplements, re-enactments and modifications thereto, from time to time, and any reference to a statutory provision shall include any subordinate legislation made from time to time thereunder. The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning as assigned to such terms under the Companies Act, the SEBI Act, the SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the Depositories Act and the rules and regulations made thereunder, as applicable. Further, the Offer related terms used but not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information Document. In case of any inconsistency between the definitions given below and the definitions contained in the General Information Document, the definitions given below shall prevail. Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”, “Other Regulatory and Statutory Disclosures”, and “Description of Equity Shares and Terms of Articles of Association Interpretation” on pages 107, 119, 129, 136, 222, 229, 267, 331, 363, 373 and 412 respectively, shall have the respective meanings ascribed to them in the relevant sections. General Terms Term(s) Description “Our Company” or “the Orient Cables (India) Limited, a public limited company incorporated under the Companies Act, 1956, Company” or “the Issuer” whose registered office is situated at House No. 8, BLK-D, Second Floor, Ashok Vihar PH-1, New Delhi, 110 052, Delhi, India “We” or “us” or “our” Unless the context otherwise indicates, requires or implies, refers to our Company together with our Subsidiary, on a consolidated basis Company related terms Term(s) Description 1Lattice Lattice Technologies Private Limited 1Lattice Report Industry report titled “Wires and cables industry report” dated July 9, 2025 prepared by 1Lattice, which is exclusively prepared for the purpose of the Offer and is commissioned and paid for by our Company. 1Lattice was appointed on November 4, 2024 pursuant to an engagement letter entered into with our Company. The 1Lattice Report shall be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 431 “Articles of Association” or The articles of association of our Company, as amended from time to time “Articles” or “AoA” Audit Committee The audit committee of our Board constituted in accordance with the Companies Act, 2013 and the SEBI Listing Regulations and as described in “Our Management – Committees of our Board – Audit Committee” on page 245 “Auditors” or “Statutory The statutory auditors of our Company, namely, Khandelwal Jain & Co., Chartered Accountants Auditors” “Board” or “Board of Directors” The board of directors of our Company, as constituted from time to time or any duly constituted committee thereof, and as described in “Our Management – Board of Directors” on page 239 Chairman The chairman of our Board, namely, Vipul Nagpal Chartered Engineer The independent chartered engineer appointed by our Company for the Offer, being Manoj Kumar Jain “Chief Financial Officer” or The chief financial officer of our Company, being Rakesh Khurmi. For further details, see “Our “CFO” Management – Key Managerial Personnel and Senior Management Personnel” on page 256 Committee(s) Duly constituted committee(s) of our Board Company Secretary and The company secretary and compliance officer of our Company, being Mona Kaushik. For further Compliance Officer details, see “Our Management – Key Managerial Personnel and Senior Management Personnel” on page 256 Corporate Office The corporate office of our Company, situated at 701, 7th Floor Veritas, Golf Course Road, Parsvanth Exotica, Sector 53, Gurugram, Haryana - 122003, India Corporate Social Responsibility The corporate social responsibility committee of our Board constituted in accordance with the Committee Companies Act, 2013 as described in “Our Management – Committees of our Board of Directors – Corporate Social Responsibility Committee” on page 250 Director(s) The director(s) on the Board of Directors 1Term(s) Description Equity Shares The equity shares of our Company of face value of ₹ 1 each Executive Director(s) The Chairman and Managing Director and Whole-time Directors Group Our Company along with its Subsidiary Group Companies Our group companies as disclosed in section “Our Group Companies” on page 263 Individual Promoters The individual promoters of our Company being Vipul Nagpal, Garima Nagpal and Vardaan Nagpal “Key Managerial Personnel” or Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR “KMP” Regulations and Section 2(51) of the Companies Act, 2013, as disclosed in “Our Management – Key Managerial Personnel and Senior Management Personnel” on page 256 Managing Director The managing director of our Company, being Vipul Nagpal. For further details, see “Our Management – Board of Directors” on page 239 Materiality Policy The policy adopted by our Board of Directors pursuant to its resolution dated July 10, 2025 for identification of group companies, material outstanding litigation and outstanding dues to material creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations and for the purposes of disclosure in this Draft Red Herring Prospectus, the Red Herring Prospectus and Prospectus “Memorandum of Association” or The memorandum of association of our Company, as amended from time to time “Memorandum” or “MoA” Nomination and Remuneration The nomination and remuneration committee of our Board constituted in accordance with the Committee Companies Act, 2013 and the SEBI Listing Regulations, and as described in “Our Management – Committees of our Board of Directors – Nomination and Remuneration Committee” on page 247 Non-Executive, Independent A non-executive, independent Director appointed as per the Companies Act, 2013 and the SEBI Listing Director Regulations. For further details of our Non-Executive, Independent Director(s), see “Our Management – Board of Directors” on page 239 OCL ESOP Scheme 2025 The employee stock option scheme of our Company titled, OCL Employee Stock Option Scheme 2025 Promoters Collectively, the Individual Promoters and Promoter Trusts 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 and as disclosed in “Our Promoters and Promoter Group” on page 258 Promoter Selling Shareholders Vipul Nagpal, Garima Nagpal, Vipul Family Trust and Garima Family Trust Promoter Trusts The promoter trusts of our Company being Vipul Family Trust and Garima Family Trust Registered Office The registered office of our Company, situated at House No. 8, BLK-D, Second Floor, Ashok Vihar PH-1, New Delhi, Delhi - 110 052, India “Registrar of Companies” or Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi “RoC” Restated Financial Information The restated financial information of our Company comprises of the restated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 and restated statement of profit and loss (including other comprehensive income), restated statement of changes in equity and restated statement of cash flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, a summary of material accounting policies, and other explanatory information of our Company, compiled from the audited financial statements of the Company as at and for the financial years ended March 31, 2025 and March 31, 2024, and audited special purpose Ind AS financial statements of the Company as at and for the financial year ended March 31, 2023, which were prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended and other relevant provisions of the Act, to the extent applicable, and other accounting principles generally accepted in India. The Restated Financial Information has been restated in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. Risk Management Committee The risk management committee of our Board constituted in accordance with the SEBI Listing Regulations, and as described in “Our Management - Committees of the Board – Risk Management Committee” on page 250 “Shareholder(s)” The holders of the Equity Shares from time to time. “Senior Management Personnel” Senior management personnel of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR or “SMP” Regulations as described in “Our Management – Key Managerial Personnel and Senior Management Personnel” on page 256 Stakeholders’ Relationship The stakeholders’ relationship committee of our Board constituted in accordance with the Companies Committee Act, 2013 and the SEBI Listing Regulations, as described in “Our Management – Committees of our Board of Directors – Stakeholders’ Relationship Committee” on page 249 Specified Securities Specified securities means ‘equity shares’ and ‘convertible securities’ as defined under Regulation 30(2)(1)(eee) of SEBI ICDR Regulations Subsidiary The Subsidiary of our Company, being OCL Greentech Private Limited, as described in “Our Subsidiary” on page 237 Whole-time Director(s) The whole-time director(s) on the Board of Directors. For further details of Whole-time Director(s), see “Our Management – Board of Directors” on page 239 2Offer related terms Term Description Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by the SEBI in this regard Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of registration of the Bid cum Application Form “Allot” or “Allotment” or Allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the Offered Shares pursuant “Allotted” to the Offer for Sale, in each case to the successful Bidders Allotment Advice The note or advice or intimation of Allotment, sent to all the Bidders who have bid in the Offer after the Basis of Allotment has been approved by the Designated Stock Exchange Allottee A successful Bidder to whom Equity Shares are Allotted Anchor Investor A Qualified Institutional Buyer, who applies under the Anchor Investor Portion in accordance with the SEBI ICDR Regulations and the Red Herring Prospectus who has Bid for an amount of at least ₹100 million Anchor Investor Allocation Price The price at which allocation will be done to the Anchor Investors in terms of the Red Herring Prospectus and the Prospectus. The Anchor Investor Allocation Price shall be determined by our Company, in consultation with the BRLMs Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in accordance with the requirements specified under the SEBI ICDR Regulations and which will be considered as an application as an application for Allotment in terms of the Red Herring Prospectus and the Prospectus Anchor Investor Bid/ Offer Period One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors shall be submitted, prior to and after which the Book Running Lead Managers will not accept any Bids from Anchor Investors and allocation to the Anchor Investors shall be completed Anchor Investor Offer Price The final price at which the Equity Shares will be Allotted to Anchor Investors in terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Offer Price but not higher than the Cap Price The Anchor Investor Offer Price will be decided by our Company, in consultation with the BRLMs Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period, and in the event the Anchor Investor Allocation Price is lower than the Anchor Investor Offer Price, not later than one Working Day after the Bid/Offer Closing Date Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the BRLMs, to Anchor Investors, on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations “Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and to authorise Blocked Amount” or “ASBA” an SCSB to block the Bid Amount in the relevant ASBA Account and will include applications made by UPI Bidders using the UPI Mechanism where the Bid Amount will be blocked upon acceptance of the UPI Mandate Request by 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 is 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 Bidder(s), except Anchor Investors ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which will be considered as the application for Allotment in terms of the Red Herring Prospectus and the Prospectus Bankers to the Offer The Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s) and the Sponsor Bank(s), as the case may be Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer, described in “Offer Procedure” on page 393 Bid An indication to make an offer during the Bid/Offer Period by ASBA Bidders pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by the Anchor Investors pursuant to submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto, in accordance with the SEBI ICDR Regulations and the Red Herring Prospectus and the relevant Bid cum Application Form. The term “Bidding” shall be construed accordingly Bid Amount In relation to each Bid, the highest value of the Bids indicated in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of the Bid and in the case of Retail Individual Bidders, Bidding at the Cut- off Price, the Cap Price multiplied by the number of Equity Shares Bid for by such Retail Individual Bidder, and mentioned in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may be, upon submission of such Bid 3Term Description Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the case may be Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated Intermediaries will not accept any Bids, which shall be notified in all editions of [●], an English national daily newspaper and all editions of [●] a Hindi national daily newspaper, (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation. Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. In case of any revision, the extended Bid/Offer Closing Date shall be widely disseminated by notification to the Stock Exchanges and shall also be notified on the websites of the BRLMs and at the terminals of the Syndicate Members and communicated to the Designated Intermediaries and the Sponsor Bank(s), which shall also be notified in an advertisement in the same newspapers in which the Bid/Offer Opening Date was published, as required under the SEBI ICDR Regulations Bid/Offer Opening Date Except in relation to any Bids received from Anchor Investors, the date on which the Designated Intermediaries shall start accepting Bids, which shall be notified in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation In case of any revisions, the extended Bid/ Offer Closing Date will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the websites of the Book Running Lead Managers and at the terminals of the other members of the Syndicate and by intimation to the Designated Intermediaries and the Sponsor Banks, which shall also be notified in an advertisement in the same newspapers in which the Bid/ Offer Opening Date was published, as required under the SEBI ICDR Regulations Bid/Offer Period Except in relation to any bids received from the Anchor Investors, the period between the Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders can submit their Bids, including any revisions thereof. Provided that the Bid/Offer Period shall be kept open for a minimum of three Working Days for all categories of Bidders, other than Anchor Investors In case of force majeure, banking strike or similar unforeseen circumstances, the Bid/Offer Period may, for reasons that will be recorded in writing, be extended for a minimum period of one working day, subject to the total Bid/Offer Period not exceeding ten Working Days Bidder Any prospective investor who makes 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 Anchor Investor Bidding Centres Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., the Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs Book Building Process The book building process as described in 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 IIFL Capital Services Limited (formerly known as or “BRLMs” IIFL Securities Limited) and JM Financial Limited Broker Centres The broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a Registered Broker (in case of UPI Bidders, 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 (www.bseindia.com and www.nseindia.com), updated from time to time “CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares to be sent to Anchor Investors, who have been Allocation Note” allocated the Equity Shares, after the Anchor Investor Bid/ Offer Period Cap Price The higher end of the Price Band, subject to any revision thereto, above which the Offer Price and Anchor Investor Offer Price will not be finalised and above which no Bids will be accepted. The Cap Price shall be at least 105% of the Floor Price and shall not exceed 120% of the Floor Price Cash Escrow and Sponsor Bank(s) The agreement to be entered into among our Company, the Promoter Selling Shareholders, the Registrar Agreement to the Offer, the BRLMs, Syndicate Members, and the Bankers to the Offer for collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where applicable, remitting refunds of the amounts collected from Bidders, on the terms and conditions thereof Client ID Client identification number maintained with one of the Depositories in relation to a dematerialised account “Collecting Depository A depository participant, as defined under the Depositories Act and registered with SEBI and who is Participant” or “CDPs” eligible to procure Bids at the Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the UPI Circulars, issued by SEBI as per the list available on the websites of the Stock Exchanges, as updated from time to time Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs, which shall be any price within the Price Band. Only Retail Individual Investors Bidding in the Retail Portion are entitled to Bid at the Cut- off Price. No other category of Bidders is entitled to Bid at the Cut-off Price Demographic Details The demographic 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 4Term Description Designated Branches Such branches of the SCSBs which will collect the ASBA Forms used by the ASBA Bidders and a list of which is available on the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time, or any such other website as may be prescribed by the SEBI Designated CDP Locations Such centres of the CDPs where ASBA Bidders can submit the ASBA Forms The details of such Designated CDP Locations, along with the names and contact details of the CDPs eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the Escrow Account(s) to the Public Offer Account(s) or the Refund Account(s), as the case may be, and/or the instructions are issued to the SCSBs (in case of UPI Bidders using the UPI Mechanism, instructions issued through the Sponsor Bank(s)) for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account(s), in terms of the Red Herring Prospectus and the Prospectus, following which Equity Shares will be Allotted in the Offer Designated Intermediaries Collectively, the Syndicate, Sub-Syndicate Members/agents, SCSBs (other than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect Bid cum Application Forms from the Bidders in the Offer In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion, and HNIs bidding with an application size of up to ₹0.50 million (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 will be blocked upon acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated Intermediaries shall mean Syndicate, Sub-Syndicate Members, Registered Brokers, SCSBs, CDPs and RTAs In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs (not using the UPI Mechanism), Designated Intermediaries shall mean SCSBs, Syndicate, Sub- Syndicate Members, Registered Brokers, SCSBs, CDPs and RTAs Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to the 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) and updated from time to time Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is available on the website of SEBI 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 Designated Stock Exchange [●] “Draft Red Herring Prospectus” or This draft red herring prospectus dated July 10, 2025 filed with SEBI and issued in accordance with the “DRHP” 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 hereto Eligible FPIs FPIs that are eligible to participate in the Offer 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 constitutes an invitation to purchase the Equity Shares offered thereby Eligible NRI(s) 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 Red Herring Prospectus and the Bid cum Application Form will constitute an invitation to subscribe to or purchase the Equity Shares Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened with the Escrow Collection Bank(s) and in whose favour the Anchor Investors will transfer money through direct credit or NACH or NEFT or RTGS in respect of the Bid Amount when submitting a Bid Escrow Collection Bank(s) The bank(s), which are clearing member(s) and registered with SEBI as a banker to an issue under the SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case, being [●] First Bidder The Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in case of joint Bids, whose name appears as the first holder of the beneficiary account held in joint names Floor Price The lower end of the Price Band, subject to any revisions thereof, at or above which the Offer Price and Anchor Investor Offer Price will be finalised and below which no Bids will be accepted and which shall not be less than the face value of the Equity Shares Fraudulent Borrower A company or person, as the case may be, categorised as a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on fraudulent borrowers issued by the RBI and as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Fresh Issue The fresh issue component of the Offer comprising an issuance of up to [●] Equity Shares of face value ₹1 each, at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share) aggregating up to ₹3,200.00 million by our Company 5Term Description Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus “General Information Document” The General Information Document for investing in public issues prepared and issued in accordance or “GID” with the SEBI circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated March 17, 2020 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 Fugitive Economic Offender A fugitive economic offender as defined under Section 12 of the Fugitive Economic Offenders Act, 2018 and Regulation 2(1)(p) of the SEBI ICDR Regulations Gross Proceeds The proceeds from the Fresh Issue, including the proceeds, if any, received pursuant to the Pre-IPO Placement. For details in relation to use of the Net Proceeds and the Offer expenses, see “Objects of the Offer” beginning on page 107 IIFL IIFL Capital Services Limited (formerly known as IIFL Securities Limited) JM Financial JM Financial Limited Monitoring Agency [●] Monitoring Agency Agreement The agreement to be entered into between our Company and the Monitoring Agency prior to filing of the Red Herring Prospectus Mutual Fund(s) Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 Mutual Fund Portion 5% of the Net QIB Portion or [●] Equity Shares which shall be available for allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being received at or above the Offer Price Net Proceeds Gross Proceeds of the Fresh Issue less our Company’s share of the Offer-related expenses. For further details regarding the use of the Net Proceeds and the Offer-related expenses, see “Objects of the Offer” on page 107 Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Investors Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity Shares, which shall be available for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one-third of such portion shall be reserved for Bidders with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-thirds of such portion shall be reserved for Bidders with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders, subject to valid Bids being received at or above the Offer Price “Non-Institutional Bidders” or All Bidders, including FPIs other than individuals, corporate bodies and family offices, registered with “NIBs” or “Non- Institutional SEBI that are not QIBs (including Anchor Investors) or Retail Individual Bidders who have Bid for Investors” Equity Shares for an amount of more than ₹0.20 million (but not including NRIs other than Eligible NRIs) Offer The initial public offering of up to [●] Equity Shares of face value of ₹ 1 each for cash at a price of ₹[●] each, aggregating up to ₹7,000.00 million, comprising of the Fresh Issue and the Offer for Sale. Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Offer Agreement The agreement dated July 10, 2025 entered into among our Company, the Promoter Selling Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the Offer 6Term Description Offer for Sale The offer for sale of up to [●] Equity Shares aggregating up to ₹3,800.00 million by the Promoter Selling Shareholders including up to [●] Equity Shares aggregating up to ₹921.00 million by Vipul Nagpal, up to [●] Equity Shares aggregating up to ₹215.00 million by Garima Nagpal, up to [●] Equity Shares aggregating up to ₹1,332.00 million by Vipul Family Trust, up to [●] Equity Shares aggregating up to ₹1,332.00 million by Garima Family Trust Offer Price The final price (within the Price Band) at which Equity Shares will be Allotted to the successful Bidders (except for the Anchor Investors), in terms of the Red Herring Prospectus and the Prospectus, which shall not be lower than the face value of the Equity Shares. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price which will be decided by our Company, in consultation with the BRLMs in terms of the Red Herring Prospectus. The Offer Price will be determined by our Company, in consultation with the BRLMs, on the Pricing Date in accordance with the Book Building Process and the Red Herring Prospectus. Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the Offer for Sale which shall be available to the Promoter Selling Shareholders. For details about use of the Offer Proceeds, see “Objects of the Offer” on page 107 Offered Shares Up to [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹3,800.00 million, being offered in the Offer for Sale by the Promoter Selling Shareholders Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Price Band Price band of a minimum price of ₹[●] per Equity Share (i.e., the Floor Price) and the maximum price of ₹[●] per Equity Share (i.e., the Cap Price), including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal to 120% of the Floor Price. The Price Band and the minimum Bid Lot for the Offer will be decided by our Company, in consultation with the BRLMs, and shall be notified in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their respective websites Pricing Date The date on which our Company, in consultation with the BRLMs, shall finalize the Offer Price Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that is eligible to form part of the minimum promoter’s contribution, as required under the provisions of the SEBI ICDR Regulations, held by our Promoters, which shall be locked-in for a period of three years from the date of Allotment Prospectus The prospectus for the Offer to be filed with the RoC on or after the Pricing Date in accordance with the provisions of Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations, and containing, inter alia, the Offer Price that is determined at the end of the Book Building Process, the size of the Offer and certain other information, including any addenda or corrigenda thereto Public Offer Account(s) ‘No-lien’ and ‘non-interest-bearing’ bank account(s) opened in accordance with Section 40(3) of the Companies Act, 2013, with the Public Offer Account Bank(s) to receive money from the Escrow Account(s) and the ASBA Accounts maintained with the SCSBs on the Designated Date Public Offer Account Bank(s) The bank(s) which are clearing members and registered with the SEBI as a banker to an issue under the SEBI BTI Regulations, with which the Public Offer Account(s) shall be opened, being [●] “Qualified Institutional Buyer(s)” A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations or “QIBs” QIB Bidders QIBs who Bid in the Offer QIB Portion The portion of the Offer (including Anchor Investor Potion) being not more than 50% of the Offer comprising [●] Equity Shares, which shall be available for allocation on a proportionate basis to QIBs (including Anchor Investors), subject to valid Bids being received at or above the Offer Price or the Anchor Investor Offer Price, as applicable “Red Herring Prospectus” or The red herring prospectus for the Offer to be issued by our Company in accordance with the Companies “RHP” Act and the SEBI ICDR Regulations which will not have complete particulars of the Offer Price and size of the Offer, including any addenda or corrigenda thereto. The Red Herring Prospectus will be filed with the RoC at least three Working Days before the Bid/Offer Opening Date and will become the Prospectus after filing with the RoC after the Pricing Date, including any addenda or corrigenda thereto 7Term Description Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank(s) from which refunds, if any, of the whole or part of the Bid Amount to the Bidders shall be made Refund Bank(s) The bank which are a clearing member registered with SEBI under the SEBI BTI Regulations, with whom the Refund Account(s) will be opened, in this case being [●] Registered Brokers Stock brokers registered with the SEBI under the Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations, 1992, as amended and the Stock Exchanges having nationwide terminals, other than the members of the Syndicate, and eligible to procure Bids in terms of SEBI circular number no. CIR/CFD/14/2012 dated October 4, 2012 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) and the UPI Circulars, issued by SEBI Registrar Agreement The agreement dated July 10, 2025 entered into among our Company, the Promoter 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 and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant Agents” or “RTAs” Bidders at the Designated RTA Locations in terms of SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI and as per the list available on the websites of BSE and NSE, and the UPI Circulars “Registrar to the Offer” or KFin Technologies Limited “Registrar” “Retail Individual Bidders” or Individual Bidders who have Bid for Equity Shares for an amount of not more than ₹0.20 million in “RIBs” or “RII” or “Retail any of the bidding options in the Offer (including HUFs applying through the karta and Eligible NRIs Individual Investors” and does not include NRIs other than Eligible NRIs) Retail Portion Portion of the Offer being at least 35% of the Offer, consisting of [●] Equity Shares, which shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids being received at or above the Offer Price Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in their Bid cum Application Forms or any previous Revision Forms. QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in terms of the quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders Bidding in the Retail Portion (subject to the Bid Amount being up to ₹0.20 million) can revise their Bids during the Bid/Offer Period and can withdraw their Bids until the Bid/Offer Closing Date “Self-Certified Syndicate Banks” The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the UPI or “SCSBs” Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as applicable or such other website as may be prescribed by SEBI from time to time; and (b) in relation to ASBA (using the UPI Mechanism), a list of which is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, or such other website as may be prescribed by SEBI from time to time In accordance with the SEBI ICDR Master Circular, UPI Bidders using UPI Mechanism may apply through the SCSBs and mobile applications (apps) whose name appears of the SEBI website. The said list is available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId =43, as updated from time to time Share Escrow Agent [●] Share Escrow Agreement The agreement to be entered into among the Promoter Selling Shareholders, our Company and the Share Escrow Agent in connection with the transfer of the Offered Shares by the Promoter Selling Shareholders and credit of such Equity Shares to the demat account of the Allottees Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from the 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) Bank(s) registered with SEBI which will be appointed by our Company to act as a conduit between the Stock Exchanges and the National Payments Corporation of India in order to push the mandate collect requests and/or payment instructions of the UPI Bidders into the UPI, in this case being [●] “Syndicate” or “members of the Collectively, the BRLMs and the Syndicate Members Syndicate” Syndicate Agreement The agreement to be entered into among the members of the Syndicate, our Company, the Promoter Selling Shareholders and the Registrar to the Offer in relation to the collection of Bid cum Application Forms by the Syndicate Syndicate Members Syndicate members as defined under Regulation 2(1)(hhh) of the SEBI ICDR Regulations, namely, [●] Underwriters [●] Underwriting Agreement The agreement to be entered into among our Company, the Promoter Selling Shareholders and the Underwriters, on or after the Pricing Date but before filing of the Prospectus with the RoC UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI UPI Bidders Collectively, individual investors applying as (i) Retail Individual Bidders in the Retail Portion and (ii) individuals applying as Non-Institutional Bidders with a Bid Amount of up to ₹0.50 million in the Non- Institutional Portion. 8Term Description Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all individual investors applying in public issues where the application amount is up to ₹0.50 million shall use the UPI Mechanism 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 recognised 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) UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, (to the extent not rescinded by the SEBI RTA Master Circular) along with the circular issued by the National Stock Exchange of India Limited having reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE Limited having reference no. 20220803-40 dated August 3, 2022 (to the extent these circulars are not rescinded by the SEBI RTA Master Circular, to the extent applicable), SEBI ICDR Master Circular and any subsequent circulars or notifications issued by SEBI or the Stock Exchanges in this regard UPI ID An 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 linked mobile application and by way of an SMS on directing the UPI Bidder to such UPI linked mobile application) to the UPI Bidder initiated by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account through the UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment UPI Mechanism The bidding mechanism that may be used by a UPI Bidder in accordance with the UPI Circulars to make an ASBA Bid in the Offer UPI PIN Password to authenticate UPI transaction “Wilful Defaulter” A company or person, as the case may be, categorised as a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the RBI and as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations Working Day(s) All days on which commercial banks in Mumbai, India are open for business; provided however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, the term Working Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for business; and (c) the time period between the Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued by SEBI, including the UPI Circulars Technical/ Industry and business-related terms Term Description 4G 4th generation 5G 5th generation ADSS All Dielectric Self-Supporting AI Artificial Intelligence AISG Antenna Interface Standards Group Alien Crosstalk Interference that occurs between adjacent cables, where the noise source is not within the same cable. AMRUT Atal Mission for Rejuvenation and Urban Transformation APAC Asia-Pacific ASEAN Association of Southeast Asian Nations AWG American Wire Gauge B2B Business-to-Business BIS Bureau of Indian Standards BRICS Brazil, Russia, India, China, and South Africa BSNL Bharat Sanchar Nigam Limited CAT Category CCTV Closed-Circuit Television CE European Conformity CM Communications Multipurpose CMR Communications Multipurpose Cable, Riser CNI Critical National Infrastructure CoE Centres of Excellence CPI Consumer Price Index CPR Construction Product Regulation CSR Corporate Social Responsibility DCA Classification of product in relation to reaction to fire in accordance with procedures given in EN 13501-6:2018 + A1 2022 Standard 9Term Description DCEZs Data Centre Economic Zones DCIS Data Centre Incentive Scheme DGFT Directorate General of Foreign Trade DPDP Digital Personal Data Protection Act DRDO Defence Research and Development Organisation DSL Digital Subscriber Line E-Beam Electron Beam ECCS Electrolytic Chromium Coated Steel ERP Enterprise Resource Planning ESMA Essential Services Maintenance Act ETL Electrical Testing Laboratories EV Electric Vehicle FMEG Fast Moving Electrical Goods FKm Fibre kilometres FTP Foil Screened Twisted Pair FTTH Fibre to the Home GB Gigabyte GBPS Gigabits Per Second GIS Geographic Information System GVA Gross Value Added HDD Hard Disk Drive HDMI High-Definition Multimedia Interface HDPE High-Density Polyethylene HPC High Performance Computing HVAC Heating, ventilation, and air conditioning IFRS International Financial Reporting Standards IMF International Monetary Fund IoT Internet of things IP Intellectual Property ISO International Organisation for Standardisation ISPs Internet Service Providers IT Information Technology JAM Jan Dhan, Aadhar, and Mobile KBPS Kilobits per second KNX Konnex standard LAN Local area network LEO Low Earth Orbit LSZH Low Smoke Zero Halogen MBPS Megabits Per Second MEA Middle East & Africa MEO Middle Earth Orbit ML Machine Learning MMF Multi-mode Fibre MTNL Mahanagar Telephone Nigam Limited NASDAQ National Association of Securities Dealers Automated Quotations NDAs Non-disclosure agreements OADC Open Access Data Centres OEM Original equipment manufacturer OFC Optical Fibre Cables OTT Over the top PDUs Power Distribution Units PMAY Pradhan Mantri Awas Yojana PM-WANI Prime Minister’s Wi-Fi Access Network Interface PVC Polyvinyl Chloride R&D Research & Development RE Real Estate REACH Registration, Evaluation, Authorisation and restriction of Chemicals Regulation RERA Regulation and Development RG-6 Radio Guide-6 RKm Route kilometres ROHS Restriction of Hazardous Substances RDSO Research Designs and Standards Organization SDD Solid Disk Drive SMF Single-Mode Fibre STP Shielded Twisted Pair 10Term Description TPE Thermoplastic Elastomer TPU Thermoplastic Polyurethane TSEC Technical Specification Evaluation Certificate TV Television UAVs Unmanned Aerial Vehicles UL Underwriters Laboratories UNFCC United Nations Framework Convention on Climate Change USB Universal Serial Bus UTP Unshielded Twisted Pair VoIP Voice over Internet Protocol VPN Virtual private network WAN Wide area networks Conventional Terms/Abbreviations Term Description AGM Annual General Meeting “Alternative Investment Funds” or Alternative investment funds as defined in, and registered under the SEBI AIF Regulations “AIFs” BSE BSE Limited Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Category I FPIs FPIs registered as “Category I foreign portfolio investors” under the SEBI FPI Regulations Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Category II FPIs FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI Regulations Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF CDSL Central Depository Services (India) Limited CIN Corporate identity number Companies Act, 1956 The Companies Act, 1956, read with the rules, regulations, clarifications and modifications notified thereunder “Companies Act” or “Companies The Companies Act, 2013, read with the rules, regulations, clarifications and amendments notified Act, 2013” thereunder Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File Number 5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020 issued by the Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India, and any modifications thereto or substitutions thereof, issued from time to time CSR Corporate social responsibility Depositories NSDL and CDSL Depositories Act Depositories Act, 1996, as amended “DP” or “Depository Participant” A depository participant as defined under the Depositories Act DIN Director Identification Number DP ID Depository Participant’s identity number DPIIT Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India EGM Extraordinary General Meeting EPS Earnings per share FDI Foreign direct investment FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT through notification dated October 15, 2020 effective from October 15, 2020 FEMA Foreign Exchange Management Act, 1999, read with rules and regulations notified thereunder “FEMA Non-debt Instruments The Foreign Exchange Management (Non-debt Instruments) Rules, 2019 Rules” or the “FEMA NDI Rules” “Financial Year” or “Fiscal(s)” or The period of 12 months ending March 31 of that particular calendar year and as defined under section “Fiscal Year” or “FY” 2(41) of the Companies Act, 2013 FPIs Foreign portfolio investors as defined in, and registered with SEBI under the SEBI FPI Regulations FVCI Foreign Venture Capital Investors (as defined under the SEBI FVCI Regulations) registered with SEBI GDP Gross Domestic Product “Government of India” or “Central The Government of India Government” or “GoI” GST Goods and Services Tax HUF(s) Hindu undivided family(ies) ICAI The Institute of Chartered Accountants of India IFRS International Financial Reporting Standards by International Accounting Standards Board Income Tax Act Income-tax Act, 1961 11Term Description Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions of the Companies Act, 2013, as amended Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent Assets”, notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as amended Ind AS Rules 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, as amended “INR” or “Rupee” or “₹” or “Rs.” Indian Rupee, the official currency of the Republic of India IPO Initial public offering IRDAI Insurance Regulatory and Development Authority of India IRDAI Investment Regulations Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016 IST Indian Standard Time IT Information technology IT Act The Information Technology Act, 2000 Kms Kilometres KYC Know Your Customer “KPI” or “Key Performance The key performance indicators which have been used historically by our Company to understand and Indicators” analyse our business performance, which in result, help us in analysing the growth of business in comparison to our peers. For further details please see “Basis for Offer Price” and “Our Business” sections beginning on pages 119 and 193 MCA Ministry of Corporate Affairs, Government of India MCLR Marginal Cost of Funds Based Lending Rate “Mn” or “mn” Million MSMEs Micro, small and medium enterprises Mutual Funds Mutual Funds registered under the SEBI Mutual Fund Regulations N.A./ NA Not Applicable NACH National Automated Clearing House NBFC Non-Banking Financial Companies Net Asset Value (NAV) Net asset value per equity share represents total Net Worth as at the end of the fiscal year, as restated, divided by the number of Equity Shares outstanding at the end of the year NEFT National electronic fund transfer Net worth Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation NPCI National Payments Corporation of India “NR” or “Non-resident” A person resident outside India, as defined under the FEMA, including Eligible NRIs, FPIs and FVCIs registered with the SEBI NRI A person resident outside India, as defined under FEMA NSDL National Securities Depository Limited NSE National Stock Exchange of India Limited “OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at Body” 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 allotted under the Income Tax Act PAT Profit after tax Pcs Pieces RBI The Reserve Bank of India Regulation S Regulation S under the U.S. Securities Act RTGS Real time gross settlement SCORES SEBI Complaints Redress System SCRA Securities Contracts (Regulation) Act, 1956 SCRR Securities Contracts (Regulation) Rules, 1957 SMS Short message service SEBI Securities and Exchange Board of India constituted under the SEBI Act SEBI Act Securities and Exchange Board of India Act, 1992 SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 12Term Description SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994 SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019 SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000 SEBI ICDR Master Circular SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154, dated November 11, 2024 SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 SEBI RTA Master Circular SEBI master circular bearing SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025 SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity) Regulations, 2021 SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as repealed pursuant to the SEBI AIF Regulations “Systemically Important NBFCs” Systemically important non-banking financial company registered with the RBI and as defined under or “NBFC-SI” Regulation 2(1)(iii) of the SEBI ICDR Regulations Stock Exchanges The BSE and the NSE TAN Tax deduction and collection account number U.S. GAAP Generally accepted accounting principles in the United State of America U.S. Securities Act The United States Securities Act of 1933, as amended “US$” or “USD” or “US Dollar” United States Dollar, the official currency of the United States of America “USA” or “U.S.” or “US” United States of America VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF Regulations or the SEBI AIF Regulations, as the case may be “Year” or “Calendar Year” Unless the context otherwise requires, shall mean the twelve-month period ending December 31 Key Performance Indicators (“KPIs”) (as defined in the Basis for Offer Price section) KPI Information/ Explanations Revenue from operations (amount Revenue from Operations is used by the management to track the revenue profile of the business and in ₹ million) in turn helps assess the overall financial performance of the Company and size of the business. 2 Y CAGR (Revenue from 2 Y CAGR provides information regarding the growth of the business over a two-year period. Operations) (%) EBITDA (amount in ₹ million) EBITDA provides information regarding operational profitability and efficiency of the business EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational efficiency of the business in comparison to revenue from operations. Profit after tax for the year Profit after tax for the year provides information regarding the overall profitability of the business. (amount in ₹ million) Profit after tax (PAT) Margin PAT margin (%) is an indicator of the overall profitability of the business and provides financial benchmarking against peers as well as to compare against the historical performance of the business. Return on Equity (RoE) (%) RoE provides how efficiently the Company generates profits from shareholders’ funds. Return on capital employed ROCE provides us how efficiently the Company generates earnings from the capital employed in the (RoCE) (%) business. Net Working Capital Days Net Working Capital Days is a metric that shows how many days it takes for a company to convert its working capital into sales revenue. Net Debt/Equity Ratio The Net Debt to Equity Ratio is a measure of the extent to which a company can cover net debt and represents debt position in comparison to the company’s equity position. It helps evaluate the Company’s financial leverage. Net Debt/EBITDA Net Debt to EBITDA ratio enables to measure the ability and extent to which a company can cover debt in comparison to the EBITDA being generated by the Company. Gross Fixed Asset Turnover Ratio Gross Fixed Asset turnover measures how efficiently fixed assets are being utilized. It is calculated as revenue from operations divided by gross fixed assets. Gross Fixed Assets includes Gross Carrying Value of Property Plant and Equipment. 13OFFER DOCUMENT SUMMARY The following is a general summary of certain disclosures and terms of the Offer included in this Draft Red Herring Prospectus and is neither exhaustive, nor purports to contain a summary of all the disclosures in this Draft Red Herring Prospectus or the Red Herring Prospectus or the Prospectus when filed, or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its entirety by, the detailed information appearing elsewhere in this Draft Red Herring Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Financial Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Description of Equity Shares and Terms of the Articles of Association Interpretation” on pages 30, 77, 88, 107, 136, 193, 258, 267, 363, 393, 334 and 412, respectively. Unless otherwise indicated, industry and market data used in this section has been derived from industry report titled ‘Wires and cables industry report’ dated July 9, 2025 (“1Lattice Report”) prepared and issued by 1Lattice, appointed by us and exclusively commissioned and paid for by us in connection with the Offer. Unless otherwise indicated, all industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. 1Lattice was appointed by our Company and is not connected to our Company, our Directors, and our Promoters. A copy of the 1Lattice Report shall be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Summary of the primary business of our Company We are a manufacturing company with our primary focus on networking cables and passive networking equipment, catering to high-growth industries including broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotives. We manufacture a diverse range of products which are customized to the specifications of our customers, under the following broad segments (i) Networking Cables and Solutions; (ii) Specialty Power, Optical Fibre Cable and Solutions; and (iii) Other Allied Products. We focus on continuous customization in our existing products and are venturing into new products including E-Beam Irradiated Specialty Cables, Solar Junction Box, Tethered Drone Systems and Harnesses and power cords, which have wide applications in various high growth sectors. For further details, see “Our Business” on page 193. Summary of the industry in which our Company operates The wires and cables industry plays a crucial role in supporting modern infrastructure across industries, enabling the seamless transmission of electricity and data across various sectors. The global broadband cables market is projected to increase at a CAGR of approximately 10.5% from calendar year 2024-2029 to approximately US$ 43.4 billion by calendar year 2029. India's broadband cables market is projected to grow at a CAGR of 16.8% from Fiscal 2025 - 2030. The networking cables market was valued at ₹ 20.6 billion in Fiscal 2022 and increased to ₹ 29.2 billion in Fiscal 2025. It is projected to grow at a CAGR of 19.7% from Fiscal 2025 - 2030 to reach approximately ₹ 72 billion in Fiscal 2030 whereas fibre-optic cable market is projected to increase at a CAGR of 15.8% from Fiscal 2025 - 2030 to reach approximately ₹ 185.5 billion by Fiscal 2030. (Source: 1Lattice Report) For further details, see “Industry Overview” on page 136. Names of our Promoters Our Promoters are Vipul Nagpal, Garima Nagpal, Vardaan Nagpal, Vipul Family Trust and Garima Family Trust. As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 102,034,800 Equity Shares of face value of ₹1 each, aggregating to 99.99% of our pre-Offer issued, subscribed and paid-up capital. For further details, see “Our Promoters and Promoter Group” on page 258. Offer size The details of the Offer are summarised below: Offer of Equity Shares(1)(3) Up to [●] Equity Shares of face value of ₹ 1 each for cash at price of ₹ [●] per Equity Share (including a share premium of [●] per Equity Share) aggregating up to ₹ 7,000.00 million of which: (i) Fresh Issue(1)(3) Up to [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 3,200.00 million (ii) Offer for Sale(2) Up to [●] Equity Shares of face value of ₹ 1 each aggregating up to ₹ 3,800.00 million (1) The Offer has been authorised by a resolution of our Board of Directors at their meeting held on July 10, 2025 and our Board has taken on record the participation of the Promoter Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 10, 2025. The Fresh Issue has been authorised by our Shareholders pursuant to a special resolution passed on July 10, 2025. 14(2) Each of the Promoter Selling Shareholders, severally and not jointly, have confirmed their participation of their respective portion in the Offer for Sale vide the consent letters dated July 10, 2025. The Promoter Selling Shareholders have confirmed that the Offered Shares have been held by them, severally and not jointly, for a period of at least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization of the Promoter Selling Shareholders in relation to the Offered Shares, see “Other Regulatory and Statutory Disclosures” on page 373. (3) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. The Offer shall constitute [●]% of the post Offer paid up Equity Share capital of our Company, respectively. The above table summarises the details of the Offer. For further details of the offer, see “The Offer” and “Offer Structure” on pages 77 and 390, respectively. Objects of the Offer The objects for which the Net Proceeds from the Fresh Issue shall be utilised are as follows: Particulars Amount (in ₹ million)(2) Funding of capital expenditure requirements of our Company towards purchase of machinery, equipment and 915.00 civil works at our Manufacturing Facilities Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by 1,555.00 our Company General corporate purposes(1) [●] Net Proceeds(1) [●] (1) To be finalised upon determination of the Offer Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue, in accordance with the SEBI ICDR Regulations. (2) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. For further details, see “Objects of the Offer” on page 107. Aggregate pre-Offer and post-Offer shareholding of our Promoters (also the Promoter Selling Shareholders) and members of the Promoter Group as a percentage of the paid-up Equity Share capital of our Company The aggregate pre-Offer and post-Offer shareholding of our Promoters (also the Promoter Selling Shareholder) and members of our Promoter Group as a percentage of the pre-Offer paid-up and post-Offer paid-up Equity Share capital of our Company is set out below: Name of the Shareholder Pre-Offer number Percentage of the pre- Post-Offer number Percentage of the post- of Equity Shares Offer paid-up Equity of Equity Shares Offer paid-up Equity of face value of ₹1 Share capital (%) of face value of ₹1 Share capital (%)#^ each each#^ Promoters Vipul Nagpal* 24,722,800 24.23 [●] [●] Garima Nagpal* 5,788,000 5.67 [●] [●] Vardaan Nagpal 100,000 0.10 [●] [●] Vipul Family Trust* 35,712,000 35.00 [●] [●] Garima Family Trust* 35,712,000 35.00 [●] [●] Total holding of the Promoters 102,034,800 99.99 [●] [●] (A) Members of our Promoter Group Darshan Lal Nagpal 100 Negligible [●] [●] Prem Nagpal 100 Negligible [●] [●] Total holding of the members of 200 Negligible [●] [●] the Promoter Group (other than Promoters) (B) Total (A + B = C) 102,035,000 100.00 [●] [●] 15# To be updated in the Prospectus * Also a Promoter Selling Shareholder ^ Subject to finalization of Basis of Allotment For further details, see “Capital Structure” on page 88. Shareholding of Promoters (also the Promoter Selling Shareholders), members of our Promoter Group and additional top 10 Shareholders of the Company The Shareholding of Promoters (also the Promoter Selling Shareholders), members of our Promoter Group and additional top 10 Shareholders of the Company is set out below: S. Name of the Pre-Offer shareholding as at the Post-Offer shareholding as at Allotment*^ No. Shareholders date of DRHP At the lower end of the At the upper end of the price band (₹[●]) price band (₹[●]) Number of Percentage of Number of Percentage of Number of Percentage of Equity shareholding Equity shareholding Equity shareholding Shares of face (%) Shares of face (%) Shares of face (%) value of ₹1 each value of ₹1 each value of ₹1 each Promoters# 1. Vipu l Nagpal** 24,722,800 24.23 [●] [●] [●] [●] 2. Garim a 5,788,000 5.67 [●] [●] [●] [●] Nagpal** 3. Vard aan Nagpal 100,000 0.10 [●] [●] [●] [●] 4. Vipu l Family 35,712,000 35.00 [●] [●] [●] [●] Trust** 5. Garim a Family 35,712,000 35.00 [●] [●] [●] [●] Trust** Members of our Promoter Group# 6. Dars han Lal 100 Negligible [●] [●] [●] [●] Nagpal 7. Prem Nagpal 100 Negligible [●] [●] [●] [●] * To be updated in the Prospectus ** Also a Promoter Selling Shareholder ^ Subject to finalization of Basis of Allotment # Are also the top Shareholders of the Company Summary of Selected Financial Information Summary of selected financial information derived from our Restated Financial Information is as follows: (in ₹ million, except per share data) Particulars As at and for the Fiscal ended March 31, 2025 March 31, 2024 March 31, 2023 Equity Share capital* 102.04 10.20 10.20 Net worth(1) 1,806.72 1,275.43 875.58 Revenue from operations 8,249.58 6,577.67 5,436.78 Total Income 8,318.63 6,649.79 5,460.94 Profit/ (loss) after tax 532.91 400.69 259.59 Basic earnings per equity share (in ₹/share)(2)* 5.22 3.93 2.54 Diluted earnings per equity share (in 5.22 3.93 2.54 ₹/share)(3)* Net Asset Value per share (in ₹/share)(4)* 17.71 12.50 8.58 Total borrowings(5) 1,152.69 369.72 379.82 Notes: (1) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. (2) Basic earnings per share (₹) = Restated profit for the year attributable to equity holders, divided by weighted average number of equity shares outstanding during the year. (3) Diluted Earnings per equity share (₹) = Restated profit for the year attributable to equity holders, as divided by weighted average number of equity shares (as adjusted for the effects of all dilutive potential Equity Shares outstanding at the year end) outstanding during the year. (4) Net asset value per equity share represents total Net Worth as at the end of the fiscal year, as restated, divided by the number of Equity Shares outstanding at the end of the year. Net worth means equity share capital plus other equity. (5) Total borrowings includes current and non-current borrowings. * Our Company has sub-divided each of its Equity Shares bearing face value of ₹10 each into 10 Equity Shares bearing face value of ₹1 each pursuant to a resolution of our Board and Shareholders dated December 16, 2024 and December 17, 2024, respectively, and carried a bonus issuance of nine new shares per Equity Share, dated January 6, 2025. The impact of split of shares and issue of bonus shares are retrospectively considered for the computation of earnings per share (basis and diluted) and net asset value per equity share as per the requirement / principles of Ind AS 33, as applicable. 16For further details, see “Restated Financial Information” and “Other Financial Information” on page 267 and 328 respectively. Qualifications which have not been given effect to in the Restated Financial Information There are no auditor qualifications in the auditor’s report for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, which require any adjustments to be made to the Restated Financial Information. Summary of outstanding litigation A summary of outstanding litigation proceedings involving our Company, Directors, Subsidiary, Group Companies, Promoters, Key Managerial Personnel and Senior Management Personnel in accordance with the SEBI ICDR Regulations and the Materiality Policy, as of the date of this Draft Red Herring Prospectus is disclosed below: Name of Number of Number of Number of Number of Disciplinary Number of Aggregate Individual/Entity Criminal Tax Statutory or Actions by the SEBI or Material Civil amount Proceedings Proceedings Regulatory the stock exchanges Proceedings involved (in ₹ Proceedings against our Promoters million)* in the last five Fiscals Company Against our Company Nil 5 Nil Not applicable Nil 0.37 By our Company 1 Nil Nil Not applicable Nil 3.38 Subsidiary Against our Subsidiary Nil Nil Nil Not applicable Nil Nil By our Subsidiary Nil Nil Nil Not applicable Nil Nil Directors** Against our Directors Nil 4 Nil Not applicable Nil 16.90 By our Directors 2 Nil Nil Not applicable 1 343.08 Promoters Against our Promoters Nil 1 Nil Nil Nil 16.81 By our Promoters 2 Nil Nil Not applicable 1 343.08 Key Managerial Personnel*** Against our Key Nil Not applicable Nil Not applicable Not applicable Nil Managerial Personnel By our Key Managerial 2 Not applicable Nil Not applicable 1 343.08 Personnel Senior Management Personnel Against our Senior Nil Not applicable Nil Not applicable Not applicable Nil Management Personnel By our Senior Nil Not applicable Nil Not applicable Not applicable Nil Management Personnel Group Companies Outstanding litigation Nil Nil Nil Not applicable Nil Nil that has a material impact on our Company * To the extent quantifiable ** Includes Directors who are Promoters *** Includes KMPs who are Directors For further details, see “Outstanding Litigation and Material Developments” on page 363. Risk Factors The following is a summary of the top ten risk factors in relation to our Company: 1. Significant increases or fluctuations in prices of, or shortages of, or delays or disruptions in the supply of primary raw materials, of which over 77% were sourced from our top 10 suppliers in Fiscal 2025, could adversely impact our estimated costs, project timelines, and expenditures, and may have a material adverse effect on our business, financial condition, results of operations and cash flows. 2. We derive more than 74% of our revenue from operations from our top 10 customers as of Fiscal 2025. If one or more of such customers choose not to source their requirements from us or to terminate our contracts or purchase orders, our business, cash flows, financial condition and results of operations may be adversely affected. 3. We are subject to strict quality requirements and any product defect issues or failure by us or our raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or warranty and exposure to potential product liability claims. 174. Our continued operations at our Manufacturing Facilities are critical to our business and any disruption, breakdown or shutdown of our manufacturing facilities may have an adverse effect on our business, financial condition, results of operations and cash flows. 5. Any underutilization of our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance. 6. Our business is dependent on timely availability of working capital and delays in receivables collection may significantly affect our operations, financial condition, and prospects. 7. Our Manufacturing Facilities are currently concentrated in the state of Rajasthan at Bhiwadi. Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in Rajasthan could have an adverse effect on our business, results of operations, financial condition and cash flows. 8. We are heavily dependent on the performance of the networking cables in the wires and cables industry and the performance of the end-user industries. Any adverse changes in the conditions affecting the broadband wires and cables industry or the end-user industries in which our customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects. 9. We face significant competitive pressures in our business. Our inability to compete effectively would be detrimental to our business and future prospects. 10. If we are unable to introduce new products and respond to changing customer preferences in a timely and effective manner or if our products become obsolete due to a breakthrough in the development of technology or alternate products, the demand for our products may decline, which may have an adverse effect on our business, cash flows, results of operations and financial condition. Investors should please see the section titled “Risk Factors” beginning on page 30 to have an informed view before making an investment decision. Summary of contingent liabilities The details of our contingent liabilities (as per Ind AS 37) as on March 31, 2025, derived from the Restated Financial Information are as set out below: (in ₹ million) Particulars As of March 31, 2025 Guarantees issued by Banks 27.68 Letter of credit given by the bank on behalf of the Company 1,020.14 (Margin Money for LC & BGs kept by way of fixed deposits ₹93.95 million (March 31, 2024: ₹86.93 million, March 31, 2023: ₹118.04 million) For details, see “Restated Financial Information – Note 42” on page 311. Also see “Risk Factors – In the event our contingent liabilities and capital commitments materialize, our financial condition and profitability may be adversely affected.” on page 54. Summary of related party transactions A summary of the related party transactions for the Fiscals 2025, 2024 and 2023 as per Ind AS 24 – Related Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated Financial Information is set out below: (in ₹ million) Particulars Relationship Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage Amount Percentage Amount Percentage (in ₹ of (in ₹ of (in ₹ of Revenue million) Revenue million) Revenue million) from from from operations operations operations A) TRANSACTIONS DURING THE PERIOD/YEAR Sale of Goods Orient International* Significant Influence 3.42 0.04% - - - - Purchase of Goods Orient International* Significant Influence 17.98 0.22% - - - - 18Particulars Relationship Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage Amount Percentage Amount Percentage (in ₹ of (in ₹ of (in ₹ of Revenue million) Revenue million) Revenue million) from from from operations operations operations Purchase of Capex Orient International* Significant Influence 86.75 1.05% - - - - Rent Paid Mr. Vipul Nagpal Promoters being classified 0.12 0.00% 0.12 0.00% 0.12 0.00% as Key Management Personnel (KMPs) Orient Networks Private Limited Significant Influence 4.40 0.05% - - - - Interest on Loan Mr. Vipul Nagpal Promoters being classified 0.21 0.00% 1.12 0.02% 2.08 0.04% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 1.30 0.02% 2.32 0.04% 2.67 0.05% as Key Management Personnel (KMPs) Mr. Darshan Lal Nagpal Relative of KMP 0.17 0.00% 0.23 0.00% 0.22 0.00% Ms. Prem Nagpal Relative of KMP 0.20 0.00% 0.28 0.00% 0.27 0.00% Remuneration paid Mr. Vipul Nagpal Promoters being classified 5.91 0.07% 2.40 0.04% 2.40 0.04% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 3.36 0.04% 2.40 0.04% 2.40 0.04% as Key Management Personnel (KMPs) Mr. Vardaan Nagpal Promoters being classified 0.92 0.01% 0.67 0.01% 0.42 0.01% as Key Management Personnel (KMPs) Mr. Kian Kuber Nagpal Relative of KMP 0.77 0.01% 0.58 0.01% - - Mr. Rakesh Khurmi Key Management 7.43 0.09% - - - - Personnel (KMPs) Mrs. Mona Kaushik Key Management 1.99 0.02% - - - - Personnel (KMPs) Reimbursement of Expenses Mr.Vipul Nagpal Promoters being classified 1.67 0.02% 1.08 0.02% 0.92 0.02% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 0.60 0.01% 4.37 0.07% - - as Key Management Personnel (KMPs) Mr Vardaan Nagpal Promoters being classified 0.10 0.00% - - - - as Key Management Personnel (KMPs) Mr.Rakesh Khurmi Key Management 0.27 0.00% - - - - Personnel (KMPs) Ms. Mona Kaushik Key Management 0.26 0.00% - - - - Personnel (KMPs) Orient International* Significant Influence 0.17 0.00% - - - - Security Paid Orient Networks Private Limited Significant Influence 2.40 0.03% - - - - Loan Taken Mr. Vipul Nagpal Promoters being classified 33.27 0.40% 34.87 0.53% 4.12 0.08% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 1.65 0.02% 16.20 0.25% 12.50 0.23% as Key Management Personnel (KMPs) 19Particulars Relationship Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage Amount Percentage Amount Percentage (in ₹ of (in ₹ of (in ₹ of Revenue million) Revenue million) Revenue million) from from from operations operations operations Loan Repaid Mr. Vipul Nagpal Promoters being classified 45.66 0.55% 79.15 1.20% 12.96 0.24% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 65.50 0.79% 24.18 0.37% 19.31 0.36% as Key Management Personnel (KMPs) Mr. Darshan Lal Nagpal Relative of KMP 6.85 0.08% - - 0.02 0.00% Ms. Prem Nagpal Relative of KMP 8.35 0.10% - - 0.01 0.00% Advance Given B edrock Estates Private Limited Significant Influence - - - - 0.04 0.00% B) BALANCES OUTSTANDING AS AT YEAR END Remuneration Payable Mr. Vipul Nagpal Promoters being classified 0.91 0.01% 0.20 0.00% 0.20 0.00% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified 0.33 0.00% 0.20 0.00% 0.20 0.00% as Key Management Personnel (KMPs) Mr. Vardaan Nagpal Promoters being classified 0.16 0.00% 0.06 0.00% 0.04 0.00% as Key Management Personnel (KMPs) Mr. Kian Kuber Nagpal Relative of KMP 0.08 0.00% 0.06 0.00% - - Mr. Rakesh Khurmi Key Management 3.09 0.04% - - - - Personnel (KMPs) Mrs. Mona Kaushik Key Management 0.31 0.00% - - - - Personnel (KMPs) Rent Payable Mr. Vipul Nagpal Promoters being classified 0.04 0.00% 0.12 0.00% 0.12 0.00% as Key Management Personnel (KMPs) Orient Networks Private Limited Significant Influence 0.43 0.01% - - - - Loan Payable Mr. Vipul Nagpal Promoters being classified - - 12.24 0.19% 53.02 0.98% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified - - 60.66 0.92% 71.83 1.32% as Key Management Personnel (KMPs) Mr. Darshan Lal Nagpal Relative of KMP - - 6.50 0.10% 6.30 0.12% Ms. Prem Nagpal Relative of KMP - - 7.92 0.12% 7.67 0.14% Interest Payable Mr. Vipul Nagpal Promoters being classified - - 1.01 0.02% 1.87 0.03% as Key Management Personnel (KMPs) Ms. Garima Nagpal Promoters being classified - - 2.09 0.03% 2.40 0.04% as Key Management Personnel (KMPs) Mr. Darshan Lal Nagpal Relative of KMP - - 0.20 0.00% 0.20 0.00% Ms. Prem Nagpal Relative of KMP - - 0.25 0.00% 0.24 0.00% Amount Receivable 20Particulars Relationship Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount Percentage Amount Percentage Amount Percentage (in ₹ of (in ₹ of (in ₹ of Revenue million) Revenue million) Revenue million) from from from operations operations operations Bedrock Estates Private Limited Significant Influence - - 0.04 0.00% 0.04 0.00% * The entity has ceased to exist with effect from March 31, 2025 For the financial year ended March 31, 2025 (in ₹ million) Particulars Director Percentage of Company Percentage of CFO Percentage of Revenue from Secretary Revenue from Revenue from operations operations operations Short-term employee benefits 10.88 0.13% 2.11 0.03% 4.69 0.06% Performance linked incentive - - 0.12 0.00% 3.00 0.04% (‘PLI’) Post-employment benefit 0.49 0.01% 0.02 0.00% 0.01 0.00% Share-based payment - - - - - Dividend paid - - - - - - Commission paid - - - - - - For the financial year ended March 31, 2024 (in ₹ million) Particulars Director Percentage of Company Secretary Percentage of Revenue from Revenue from operations operations Short-term employee benefits 4.80 0.07% - - Performance linked incentive (‘PLI’) - - - - Post-employment benefit 0.58 0.01% - - Share-based payment - - - - Dividend paid - - - - Commission paid - - - - For the financial year ended March 31, 2023 (in ₹ million) Particulars Director Percentage of Company Secretary Percentage of Revenue from Revenue from operations operations Short-term employee benefits 4.80 0.09% - - Performance linked incentive (‘PLI’) - - - - Post-employment benefit 0.58 0.01% - - Share-based payment - - - - Dividend paid - - - - Commission paid - - - - For further details of the related party transactions, see “Restated Financial Information – Note 46” on page 312. Also see “Risk Factors – We have in the past entered into related party transactions and may continue to do in the future, which may potentially involve conflict of interest with the equity shareholders” on page 57. Details of all financing arrangements There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors or their relatives have financed the purchase by any person of securities of our Company (other than in the normal course of business of the relevant financing entity) during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. Weighted average price at which the Specified Securities were acquired by our Promoter (also the Promoter Selling Shareholders), in the last one year preceding the date of this Draft Red Herring Prospectus The weighted average price at which the Equity Shares were acquired by our Promoters (also the Promoter Selling Shareholders) in the last one year preceding the date of this Draft Red Herring Prospectus are: 21Name Face Value (in ₹) Number of Equity Shares of Weighted average price of face value of ₹ 1 acquired in acquisition per Equity Share the one year preceding the (in ₹)* date of the DRHP Promoters Vardaan Nagpal 1^$ 100,000^$ Nil$# Vipul Family Trust** 1 32,140,800 Nil# Garima Family Trust** 1 32,140,800 Nil# Vipul Nagpal** 1 22,250,520 Nil# Garima Nagpal** 1 5,209,200 Nil# * As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. ** Also the Promoter Selling Shareholders ^ Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to 10,203,500 Equity Shares of face value of ₹1 each. Accordingly, the transactions provided above are respected at the current face value ₹1 each. $ Includes transfer of 10,000 equity shares at face value ₹1 by way of gift from Vipul Nagpal on November 24, 2024. # Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has issued bonus equity shares of face value of ₹1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 ((refer note no. 19) of Restated Financial Information). Average cost of acquisition of shares for our Promoters (also the Promoter Selling Shareholders) The average cost of acquisition of Equity Shares for our Promoters (also the Promoter Selling Shareholders) is as set out below: Name of acquirer Number of Equity Shares of face value Average cost of Acquisition per Equity of ₹ 1 held as on the date of DRHP Share (in ₹)* Promoters Vipul Nagpal** 24,722,800 0.01 Garima Nagpal** 5,788,000 0.01 Vardaan Nagpal 100,000 0.00 Vipul Family Trust** 35,712,000 0.00 Garima Family Trust** 35,712,000 0.00 * As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. ** Also the Promoter Selling Shareholders The weighted average cost of acquisition of all shares transacted in the last one year, eighteen months and three years preceding the date of this Draft Red Herring Prospectus The weighted average cost of acquisition of all shares transacted in the last one year, eighteen months and three years preceding the date of this Draft Red Herring Prospectus is as follows: Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition price: acquisition per Equity Share weighted average cost of Lowest price – Highest price (in ₹)* acquisition# (in ₹)*^ Last one year preceding the date of this Nil [●] Nil-Nil Draft Red Herring Prospectus Last eighteen months preceding the Nil [●] Nil-Nil date of this Draft Red Herring Prospectus Last three years preceding the date of Nil [●] Nil-Nil this Draft Red Herring Prospectus * As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. # To be included once the price band information is available. ^ Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has issued bonus equity shares of face value of ₹1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 ((refer note no. 19) of Restated Financial information). Additionally, there are certain transfer of shares through gifts. Details of price at which Specified Securities were acquired in the last three years preceding the date of this Draft Red Herring Prospectus by our Promoters (also Promoter Selling Shareholder), the Promoter Group or Shareholder(s) entitled with rights to nominate Director(s) or other special rights Except as stated below, there have been no Specified Securities that were acquired in the last three years preceding the date of this Draft Red Herring Prospectus, by our Promoters (also Promoter Selling Shareholder) and members of our Promoter Group. There are no Shareholders entitled with the right to nominate directors or other special rights. The details of the price at which these acquisitions were undertaken are stated below: 22Name of the acquirer Date of acquisition Nature of acquisition Number of Equity Acquisition price per of Equity Shares Shares of face value of ₹ Equity Share (in ₹)* 1 acquired Promoters Vardaan Nagpal November 21, 2024 Transfer by way of gift 10,000# Not applicable from Vipul Nagpal Vipul Nagpal** January 6, 2025 Bonus allotment in the 22,250,520 Not applicable ratio of nine Equity Shares for each Equity Share held Garima Nagpal** January 6, 2025 Bonus allotment in the 5,209,200 Not applicable ratio of nine Equity Shares for each Equity Share held Vardaan Nagpal January 6, 2025 Bonus allotment in the 90,000 Not applicable ratio of nine Equity Shares for each Equity Share held Vipul Family Trust** January 6, 2025 Bonus allotment in the 32,140,800 Not applicable ratio of nine Equity Shares for each Equity Share held Garima Family Trust** January 6, 2025 Bonus allotment in the 32,140,800 Not applicable ratio of nine Equity Shares for each Equity Share held Members of our Promoter Group Darshan Lal Nagpal November 21, 2024 Transfer by way of gift 10# Not applicable from Vipul Nagpal Prem Nagpal November 22, 2024 Transfer by way of gift 10# Not applicable from Vipul Nagpal Darshan Lal Nagpal January 6, 2025 Bonus allotment in the 90 Not applicable ratio of nine Equity Shares for each Equity Share held Prem Nagpal January 6, 2025 Bonus allotment in the 90 Not applicable ratio of nine Equity Shares for each Equity Share held * As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. ** Also the Promoter Selling Shareholders # Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to 10,203,500 Equity Shares of face value of ₹1 each. Accordingly, the transactions provided above are calculated at the current face value ₹1 each. Pre-IPO Placement Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Issuance of equity shares in the last one year for consideration other than cash or bonus issue Except as disclosed in “Capital Structure – Issue of shares issued for consideration other than cash or by way of bonus issue” on page 93, our Company has not issued any Equity Shares in the last one year from the date of this Draft Red Herring Prospectus, for consideration other than cash or bonus issue. Split/ consolidation of Equity Shares in the last one year Our company has sub-divided each of its Equity Shares bearing face value of ₹10 each into ten Equity Shares bearing face value of ₹1 each pursuant to a resolution of our Board and Shareholders dated December 16, 2024 and December 17, 2024, respectively. For further details, see “Capital Structure – Notes to the Capital Structure” on page 89. 23Exemption from complying with any provisions of securities laws, if any, granted by SEBI Our Company has not applied for any exemption under regulation 300 (2) of the SEBI ICDR Regulations from complying with any provisions of securities laws from SEBI, as on the date of this Draft Red Herring Prospectus. 24CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA Certain conventions All references to “India” contained in this Draft Red Herring Prospectus 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. All references to the “U.S.”, “U.S.A.” or the “United States” are to the United States of America and its territories and possessions. Unless otherwise specified, all references to time mentioned in this Draft Red Herring Prospectus is in Indian Standard Time (“IST”). Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this Draft Red Herring Prospectus. Financial data Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12 months period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year. The Restated Financial Information of our Company comprises of the restated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023 and restated statement of profit and loss (including other comprehensive income), restated statement of changes in equity and restated statement of cash flows for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, a summary of material accounting policies, and other explanatory information of our Company, compiled from the audited financial statements of the Company as at and for the financial years ended March 31, 2025 and March 31, 2024, and audited special purpose Ind AS financial statements of the Company as at and for the financial year ended March 31, 2023, which were prepared in accordance with the Indian Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India. The Restated Financial Information has been restated in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. Unless otherwise stated or the context otherwise indicates, any percentage amounts, (excluding certain operational metrics), as set out in “Offer Document Summary”, “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 14, 30, 193 and 334. Ind AS, Indian GAAP, IFRS and U.S. GAAP differ in certain significant respects from other accounting principles and standards with which investors may be more familiar. Our Company has not attempted to explain those differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial statements to those of Indian GAAP, IFRS, U.S. GAAP or any other accounting principles or standards. If we were to prepare our financial statements in accordance with such other accounting principles, our results of operations, financial condition and cash flows may be substantially different. For details in connection with risks involving differences between Ind AS, Indian GAAP, IFRS and U.S. GAAP, see “Risk Factors – Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial condition” on page 65. Prospective investors should consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. The degree to which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting principles and regulations on our financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. All figures, including financial information, in decimals (including percentages) have been rounded off to two decimals. However, where any figures may have been sourced from third-party industry sources, such figures may be rounded-off to such number of decimal points as provided in such respective sources. In this Draft Red Herring Prospectus, (i) the sum or percentage change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row; any such discrepancies are due to rounding off. 25All figures in diagrams and charts, including those relating to financial information, operational metrics and key performance indicators, have been rounded to the nearest decimal place, whole number, thousand or million, as applicable. Non-Generally Accepted Accounting Principles Financial Measures Certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) measures presented in this Draft Red Herring Prospectus such as EBITDA, EBITDA Margin, Return on Capital Employed, Return on Equity, Net Working Capital Days, Net Debt/ Equity Ratio, Net Debt/EBITDA, Gross Fixed Asset Turnover Ratio, CAGR, PAT Margin are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP measures, and other statistical and other information relating to our operations and financial performance, may not be computed on the basis of any standard methodology that is applicable across the industry and, therefore, a comparison of similarly titled Non-GAAP measures or statistical or other information relating to operations and financial performance between companies may not be possible. Other companies may calculate the Non-GAAP measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP measures are not a measure of performance calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s management believes that they are useful information in relation to our business and financial performance. See “Risk Factors – We track certain operational metrics with internal systems and tools. Certain of our operational metrics are subject to inherent challenges in measurement which may adversely affect our business and reputation” on page 61. Currency and units of presentation All references to: (i) “₹” or “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India; and (ii) USD” or “U.S.$” or “$” are to United States Dollar, the official currency of the United States of America. In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have been expressed in millions, except where specifically indicated. One million represents 10 lakh or 1,000,000 and ten million represents 1 crore or 10,000,000. However, where any figures that may have been sourced from third party industry sources are expressed in denominations other than millions in their respective sources, such figures appear in this Draft Red Herring Prospectus expressed in such denominations as provided in such respective sources. Exchange rates This Draft Red Herring Prospectus contains conversions 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. The information with respect to the exchange rate between the Indian Rupee and the U.S. Dollar, as on the dates indicated, is set out below: (in ₹) Currency Exchange Rate as on March 31, 2025 March 31, 2024 March 31, 2023 1 US$ 85.58 83.37 82.22 Source: www.fbil.org.in Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous Working Day has been disclosed. Exchange rate is rounded off to the nearest two decimal places. Industry and market data Unless stated otherwise, industry related information and market data contained in this Draft Red Herring Prospectus, including in “Risk Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 136, 193 and 334, respectively, have been obtained or derived from the report titled “Wires and cables industry report” dated July 9, 2025 that has been prepared by Lattice Technologies Private Limited (“1Lattice Report”) which has been prepared exclusively for the purpose of understanding the industry in connection with the Offer and commissioned and paid for by our Company. 1Lattice was appointed by our Company and does not have direct/ indirect interest in or relationship with our Company, Promoters, Directors, KMPs or Senior Management Personnel as confirmed pursuant to their consent letter dated July 9, 2025 except to the extent of issuing the 1Lattice Report. For risks in relation to the 1Lattice Report, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report 26which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. Except for the 1Lattice Report, we have not commissioned any report for purposes of this Draft Red Herring Prospectus and any market and industry related data, other than that extracted or obtained from the 1Lattice Report, used in this Draft Red Herring Prospectus has been obtained or derived from publicly available documents and other industry sources. The 1Lattice Report is subject to the following disclaimer: “The report has been prepared as a general summary of matters on the basis of our interpretation of the publicly available information, our experiences and the information provided to us, and should not be treated as a substitute for a specific business advice concerning individual matters, situations or concerns. Procedures we have performed do not constitute an audit of the Company’s historical financial statements nor do they constitute an examination of prospective financial statements. We have also not performed any procedures to ensure or evaluate the reliability or completeness of the information obtained from the Company. Accordingly, we express no opinion, warranty, representation or any other form of assurance on the historical or prospective financial statements, management representations, or other data of the Company included in or underlying the accompanying information. We have not carried out any financial, tax, environmental or accounting due diligence with respect to the Company.” The 1Lattice Report shall be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/Offer Closing Date and has also been included in “Material Contracts and Documents for Inspection – Material Documents” on page 431. Although the industry and market data used in this Draft Red Herring Prospectus is reliable, the data used in these sources may have been reclassified or re-ordered by us for the purposes of presentation. Data from these sources may also not be comparable. The extent to which the industry and market data presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in which our Company conducts business and methodologies and assumptions may vary widely among different market and industry sources. The 1Lattice Report is disclosed in the Offer Documents and there are no parts, information, data (which may be relevant for the proposed Offer), left out or changed in any manner. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those disclosed in “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 119 includes information relating to our peer group companies. Such information relating to our peer group has been derived from publicly available sources or the 1LatticeReport, believed to be reliable and verified by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 27FORWARD-LOOKING STATEMENTS This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “should” “will”, “will continue”, “seek to”, “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 and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward- looking statement. For the reasons described below, we cannot assure investors that the expectations reflected in these forward- looking statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance on such forward- looking statements and not to regard such statements as a guarantee of future performance. These forward-looking statements are based on our present plans, estimates and expectations and actual results may differ materially from those suggested by such forward-looking statements. Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as statements based on them could prove to be inaccurate. Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which we operate and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally, which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, volatility 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 laws, regulations and taxes, changes in competition in our industry, incidence of natural calamities and/or acts of violence. Important factors that could cause actual results to differ materially from our Company’s expectations include, but are not limited to, the following: 1. Significant increases or fluctuations in prices of, or shortages of, or delays or disruptions in the supply of primary raw materials, of which over 77% were sourced from our top 10 suppliers in Fiscal 2025, could adversely impact our estimated costs, project timelines, and expenditures, and may have a material adverse effect on our business, financial condition, results of operations and cash flows. 2. We derive more than 74% of our revenue from operations from our top 10 customers as of Fiscal 2025. If one or more of such customers choose not to source their requirements from us or to terminate our contracts or purchase orders, our business, cash flows, financial condition and results of operations may be adversely affected. 3. We are subject to strict quality requirements and any product defect issues or failure by us or our raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or warranty and exposure to potential product liability claims. 4. Our continued operations at our Manufacturing Facilities are critical to our business and any disruption, breakdown or shutdown of our manufacturing facilities may have an adverse effect on our business, financial condition, results of operations and cash flows. 5. Any underutilization of our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance. 6. Our business is dependent on timely availability of working capital and delays in receivables collection may significantly affect our operations, financial condition, and prospects. 7. Our Manufacturing Facilities are currently concentrated in the state of Rajasthan at Bhiwadi. Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in Rajasthan could have an adverse effect on our business, results of operations, financial condition and cash flows. 8. We are heavily dependent on the performance of the networking cables in the wires and cables industry and the performance of the end-user industries. Any adverse changes in the conditions affecting the broadband wires and cables industry or the end-user industries in which our customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects. 9. We face significant competitive pressures in our business. Our inability to compete effectively would be detrimental to our business and future prospects. 2810. If we are unable to introduce new products and respond to changing customer preferences in a timely and effective manner or if our products become obsolete due to a breakthrough in the development of technology or alternate products, the demand for our products may decline, which may have an adverse effect on our business, cash flows, results of operations and financial condition. Certain information in “Risk Factors”, “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 136, 193 and 334, respectively, of this Draft Red Herring Prospectus have been obtained from the 1Lattice Report prepared by 1Lattice. For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 193 and 334, 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 in the future could materially differ from those that have been estimated and are not a guarantee of future performance. Forward-looking statements reflect the current views of our Company as of the date of this Draft Red Herring 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. None of our Company, our Promoters, our Directors, our KMPs, SMPs, the Promoter Selling Shareholders, the Syndicate or any of their respective affiliates has 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 investors are informed of material developments from the date of the Red Herring Prospectus until the date of Allotment pursuant to the Offer. In accordance with regulatory requirements including requirements of SEBI and as prescribed under applicable law, the Promoter Selling Shareholders will, ensure that investors in India are informed of material developments in relation to the statements and undertakings specifically made or confirmed by them in relation to themselves as a Promoter Selling Shareholder and their respective Offered Shares from the date of the Red Herring Prospectus until the date of Allotment pursuant to the Offer. Only statements and undertakings which are specifically confirmed or undertaken by the Promoter Selling Shareholders about or in relation to themselves as a Promoter Selling Shareholders and their respective Offered Shares, in this Draft Red Herring Prospectus shall be deemed to be statements and undertakings made by the Promoter Selling Shareholders. 29SECTION II – RISK FACTORS Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read “Forward-Looking Statements” beginning on page 28 for a discussion of the risks and uncertainties related to those statements along with “Risk Factors”, “Industry Overview”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 30, 136, 267 and 334, 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. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Information” beginning on page 267. Please also refer to “Definitions and Abbreviations” on page 1 for certain terms used in this section. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see “Risk Factors – Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of our Company’s financial condition” on page 65. Unless the context otherwise requires, in this section, references to “we”, “us”, “our” “our Company” or “the Company” refers to Orient Cables (India) Limited and its Subsidiary. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Wires and cables industry report” dated July 9, 2025 (the “1Lattice Report”, and the date of the 1Lattice Report, the “Report Date”) which is exclusively prepared for the purpose of the Offer and issued by Lattice Technologies Private Limited (“1Lattice”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. 1Lattice was appointed pursuant to an engagement letter entered into with our Company dated November 4, 2024. 1Lattice is not related to our Company. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Further, the 1Lattice Report was prepared on the basis of information as of specific dates and opinions in the 1Lattice Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. 1Lattice has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the 1Lattice Report based on the information obtained by it from sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the 1Lattice Report will be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 26. Internal Risks 1. Significant increases or fluctuations in prices of, or shortages of, or delays or disruptions in the supply of primary raw materials, of which over 77% were sourced from our top 10 suppliers in Fiscal 2025, could adversely impact our estimated costs, project timelines, and expenditures, and may have a material adverse effect on our business, financial condition, results of operations and cash flows. Our operations are dependent upon the price and availability of the primary raw materials that we require for the production of our products. We undertake procurement of raw materials from both domestic and international sources based on factors including but not limited to market availability, pricing and quality. Our primary raw materials are (i) copper and (ii) polyvinyl chloride (“PVC”) compound / high-density polyethylene (“HDPE”) / low-density polyethylene (“LDPE”) (collectively, “PVC Compounds”) and masterbatch, a concentrated mixture of color pigments. The prices and supply of these primary raw materials are also affected by, among others, general economic conditions, competition, production costs and levels, transportation costs, indirect taxes and import duties, tariffs, global trade policies and currency exchange rate. Further, as we source our raw materials from third parties, our supply chain may 30be interrupted by circumstances beyond our control. Poor quality roads and other transportation-related infrastructure problems, inclement weather and road accidents may disrupt the transportation of raw materials. While we usually maintain two to three weeks of inventory for all our primary raw materials, we may face instances of shortage of raw material in a limited manner. During such periods of shortages in raw materials, we may not be able to manufacture our products according to our pre-determined time frames, at our previously estimated product costs, or at all, which may adversely affect our business, results of operations, cash flows and reputation. While we have not faced any instances of shortage of primary raw material in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such instances may not occur in the future. Further, in cases where the holding period of the primary raw material exceeds the average holding period, we may be required to have additional working capital coverage, for the purposes of maintaining such primary raw materials which may increase our primary raw material cost. While we enter into annual agreements with certain raw material suppliers, we have not entered into long-term contracts with our raw material suppliers and our procurements and supplies are primarily by way of purchase orders which govern the commercial terms, including but not limited to the minimum product standards, quantity and price. Our suppliers have access to our competitors who may offer better commercial terms than we may provide. In the absence of long-term contracts establishing formal exclusive relationships between us and such parties, we cannot assure that such business relationships shall last for long or at all and we may lose a significant portion of our revenues to our competitors. A change in preference of our raw material suppliers can result in discontinuation of our engagement with them and such a move could materially and adversely impact our business. The table below sets outs the raw materials which we have obtained from our top three suppliers, top five suppliers and top 10 suppliers together with such supply as a percentage of our total raw materials sourced in Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Raw As a Raw As a Raw As a materials percentage of materials percentage of materials percentage of sourced (in ₹ total raw sourced (in ₹ total raw sourced(in ₹ total raw millions) materials millions) materials millions) materials sourced sourced sourced Top 3 suppliers 3,914.64 56.15% 3,290.21 60.69% 2,195.20 48.72% Top 5 suppliers 4,692.11 67.30% 3,615.22 66.98% 2,850.24 63.26% Top 10 suppliers 5,432.88 77.93% 4,096.57 75.57% 3,339.98 74.13% * While more than 50% of our raw materials originate from our top 10 suppliers, names of the suppliers have not been included in the above table as consents for disclosure of certain supplier names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 suppliers. If our top three suppliers, top five suppliers and top ten suppliers cease supply to our Company for reasons including due to commercial disagreements, insolvency of the supplier or supply chain issues, we may be unable to source our primary raw materials from alternative suppliers on similar commercial terms or within a reasonable timeframe. This may adversely impact our production and eventually our business, results of operations, financial conditions and cash flows. In such a scenario, we may also breach contractual terms of delivery and installation which we have entered into with our customers, which may have an adverse impact on our results of operations, financial conditions and cash flows. Our primary raw materials are copper, PVC Compounds and masterbatches . As commodity metals, the price of copper is linked to the prices on the London Metal Exchange, while the price of PVC Compounds is linked to crude oil prices. As such, we have in the past experienced cost fluctuations for these raw materials due to volatility in the commodity markets or crude oil prices, as the case may be. While we have generally been able to pass on the cost increases to our customers, there can be no assurance that we will be able to continue doing so in the future. If we are unable to pass on cost increases to our customers or are unsuccessful in managing the effects of raw material price fluctuations, our business, financial condition, results of operations and cash flows could be materially and adversely affected. While currently, it is not practically possible for us to determine any conflict of interest between the suppliers of raw materials which are crucial to our operations and the Company, Promoters, Promoter Group, Key Managerial Personnel, Directors and Group Companies and its directors, if such conflict of interest arises in the future, it may have an adverse effect on our business and results of operations. 312. We derive more than 74% of our revenue from operations from our top 10 customers as of Fiscal 2025. If one or more of such customers choose not to source their requirements from us or to terminate our contracts or purchase orders, our business, cash flows, financial condition and results of operations may be adversely affected. We derive a major portion of our revenue from operations from few customers. The table set forth below provides the revenue contribution and revenue contribution as a percentage of our total revenue from contracts with customers of our largest customer, our top 10 customers and our top 20 customers, for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue As a Revenue As a Revenue As a contribution (in percentage of contribution (in percentage of contribution (in percentage of ₹ million) revenue from ₹ million) revenue from ₹ million) revenue from operations operations operations (%) (%) (%) Largest 2,416.18 29.29% 2,536.90 38.57% 2,070.85 38.09% customer Top 10 6,166.60 74.75% 4,720.40 71.76% 3,813.06 70.13% customers Top 20 6,992.04 84.76% 5,473.44 83.21% 4,496.56 82.71% customers * While more than 50% of our revenue from operations originates from our top 10 customers, names of the customers have not been included in the above table as consents for disclosure of certain customer names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 customers. We expect that we will continue to be reliant on our major customers for the foreseeable future. Accordingly, any failure to retain these customers and/or negotiate and execute contracts with such customers on terms that are commercially viable, could adversely affect our business, financial condition and results of operations. While we have not had any major customer disassociations in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that any of customers may discontinue purchasing our products in the future. In addition, any defaults or delays in payments by a major customer or insolvency or financial distress of any major customer may have an adverse effect on business, financial condition and results of operations. Our reliance on a few customers may also constrain our ability to negotiate our arrangements, which may have an impact on our profit margins and financial performance. We typically rely on purchase orders issued by our customers, to govern the volume and other terms of our sales of products. Many of the purchase orders we receive from our customers specify a price per unit and delivery schedule. Some of our customer purchase orders allow for termination without cause, which may result in loss of anticipated revenues, especially where we have already invested in inventory or production. In certain cases, we may also be subject to liquidated damages for delays in delivery or other contractual defaults. While such provisions are customary in our industry, any significant cancellations or penalties could affect our profitability and customer relationships. Any cancellation or termination by our customers or delay or reduction in their orders or instances where anticipated orders fail to materialize can result in a mismatch between our inventories of raw materials and of manufactured products, thereby increasing our costs relating to maintaining our inventory and reduction of our margins. Should such an amendment or cancellation take place, it may adversely impact our production schedules and inventories, and therefore adversely affect our profitability and liquidity. Further, we may not find any customers or purchasers for the surplus or excess capacity, in which case we would be forced to incur a loss. 3. We are subject to strict quality requirements and any product defect issues or failure by us or our raw material suppliers to comply with quality standards may lead to the cancellation of existing and future orders, recalls or warranty and exposure to potential product liability claims. We face an inherent business risk of exposure to product defects and subsequent liability claims if the use of any of our products results in personal injury or property damage. We or our suppliers from whom we source raw materials may not be able to meet regulatory quality standards in India or abroad, or the quality standards imposed by our customers and applicable to our manufacturing processes, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. If any of our products do not meet regulatory standards or are defective, we may be, inter alia, (i) responsible for damages relating to any defective products, (ii) required to replace, recall or redesign such products or (iii) incur significant costs to defend any such claims. We usually provide a guarantee or warranty against manufacturing defects on our products. Any defect in our finished products may result in customers making a guarantee / warranty claim. While there have not been any warranty claims made against our products in Fiscal 2025, Fiscal 2024 and Fiscal 2023 there can be no assurance that this will continue in the future. There can be no assurance that we or our raw material suppliers comply or can continue to comply with 32all regulatory requirements or the quality requirement standards of our customers. Because of the longer useful life of some our products, it is possible that latent defects might not appear for several years. There is no guarantee that any future non-compliance with quality standards will not result in a material adverse effect on our business, financial condition, results of operations, cash flows and prospects. While we have not had any instances of product recall in Fiscal 2025, Fiscal 2024 and Fiscal 2023, in April 2024, one of our customers has returned our products on account of quality related issues. We cannot assure you that such instances may not occur in the future. The failure by us or any of our suppliers to achieve or maintain compliance with regulatory requirements or quality standards may disrupt our ability to supply products sufficient to meet demand until compliance is achieved or, with a component supplier, until a new supplier has been identified and evaluated. While we have not had any such instances in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such instances may not occur in the future. 4. Our continued operations at our Manufacturing Facilities are critical to our business and any disruption, breakdown or shutdown of our manufacturing facilities may have an adverse effect on our business, financial condition, results of operations and cash flows. We have two operational Manufacturing Facilities and one upcoming manufacturing facility at Bhiwadi, Rajasthan. Any disruptions, breakdown or shutdown of our Manufacturing Facilities, due to, inter alia, (i) breakdown or failure of equipment, (ii) disruption in power supply or processes, (iii) performance below expected levels of efficiency, (iv) obsolescence, (v) labour disputes, (vi) infectious diseases (such as the COVID-19 pandemic), and (vii) political instability, could result in the disruption of a significant portion of our manufacturing abilities, significant delays in the transport of our products and raw materials and/or otherwise adversely affect our business, results of operations, financial condition, cash flows and future prospects. Our business is dependent upon our ability to manage our Manufacturing Facilities, which are subject to various operating risks. While we typically deploy multiple machines across our material manufacturing processes to ensure continuity, any significant malfunction or breakdown of multiple machinery, our equipment, our IT systems or any other part of our manufacturing processes or systems may entail significant repair and maintenance costs and cause delays in our operations. If we are unable to maintain, repair our machinery, equipment, IT systems or any other part of our manufacturing processes or systems in a timely manner or at all, our operations may need to be suspended until we procure the appropriate machinery, equipment or systems to replace them. While there have been no such major instances in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such instances may not occur in the future. In addition, we may be required to carry out planned shutdowns of our facilities for maintenance, inspections and testing, or may shut down certain facilities for capacity expansion and equipment upgrades. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, we spent ₹ 7.18 million, ₹5.83 million and ₹3.71 million, respectively, towards repair and maintenance of our plant and machinery. We cannot assure you that such general repair and maintenance costs for our machinery will not increase in the future which could have an adverse effect on our business, results of operations, financial condition, cash flows and future prospects. While we have had minor incidents at our Manufacturing Facilities in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we have not had any reportable accidents during this period. We cannot assure you that such incidents may not occur at our Manufacturing Facilities in the future. Our customers rely significantly on the timely delivery of our products and our ability to provide an uninterrupted supply of our products is critical to our business. While we seek to ensure a continuous supply of products to our customers, our customer relationships, business and financial results may be materially adversely affected by any disruption of operations of our product lines, including due to any of the factors mentioned above. 5. Any underutilization of our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance. The table below sets forth the installed production capacity and the capacity utilization at each of our Manufacturing Facilities for Fiscal 2025, Fiscal 2024 and Fiscal 2023: [The remainder of this page has been intentionally left blank] 33Manufacturing Nature of products Unit of Fiscals Unit Manufactured Measurement 2025 2024 2023 Installed Actual Utilization Installed Actual Utilization Installed Actual Utilization Capacity Production (%) Capacity Production (%) Capacity Production (%) Unit I Cables Kms 208,387 190,024 91.19% 206,720 155,624 75.28% 166,720 130,585 78.33% Other Allied Products* Pcs 5,040,000 232,602 4.62% - - - - - - Unit II Cables Kms 352,551 262,919 74.58% 332,941 246,145 73.93% 332,941 242,384 72.80% Other Allied Products* Pcs - - - - - - - - - Total Cables Kms 560,938 452,943 80.75% 539,661 401,769 74.45% 499,661 372,970 74.64% Total Other Allied Products* Pcs 5,040,000 232,602 4.62% - - - - - - * Under Other Allied Products our Company is manufacturing Keystone Jacks. Assumptions considered for arriving at Installed Capacity: (1) Installed capacity has been calculated by multiplying the production per hr number of machines/ production lines, the number of working hours per day, number of working days per month and number of months per year. (2) For all manufacturing facilities, working hours per shift considered per day is eight hours and shifts per day considered as three. (3) Installed capacity has been calculated on a pro-rata basis from the respective dates of capitalisation of the relevant assets during the respective years. On an annualized basis our installed capacity for cables is 794,976 kms as on March 31, 2025 including 226,720 kms and 568,256 kms for Unit I and Unit II respectively. 34These figures are not indicative of future capacity utilization rates, which is dependent on various factors, including availability of raw materials, demand for our products, customer preferences, our ability to manage our inventory and implement our growth strategies. Underutilization of our manufacturing capacities over extended periods, or significant underutilization in the short-term, could materially and adversely impact our business, growth prospects and future financial performance. For further details of our capacity, see “Our Business- Capacity and Capacity Utilization” on page 216. 6. Our business is dependent on timely availability of working capital and delays in receivables collection may significantly affect our operations, financial condition, and prospects. Our operations require continuous working capital to maintain adequate levels of raw materials, stores, finished goods, and trade receivables. A substantial portion of our sales is made on credit, with payment terms typically up to 120 days, depending on market practices and customer profiles. Delays in collecting receivables, especially during adverse economic conditions or customer-specific challenges, could constrain our cash flows and limit our ability to fund operations. While we have not faced significant defaults in the past, there is no assurance that such events will not occur in the future. Based on our Restated Financial Information set out below are certain parameters as of the dates indicated: Particulars Fiscal 2025 2024 2023 Trade receivables (in ₹ million) 1,621.68 1,364.09 1,180.56 Trade Payables (in ₹ million) 1,200.87 1,168.16 1,034.22 Trade Receivable Days* 66 71 67 Trade Payable Days** 64 77 78 Inventory (in ₹ million) 757.54 403.53 344.21 Inventory Days*** 25 21 23 Net Working Capital Days (in number of days)**** 27 14 12 Notes: *Trade Receivable Days are calculated as Average Trade Receivables/Revenue From Operations *365 ** Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. *** Inventory days are calculated as Average Inventories divided by Revenue from Operations *365 **** Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365 The table below sets out our bad debts for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Bad Debts Nil 1.24 1.29 While we have raised claims against certain customers in the past, there is no certainty of timely or successful recovery. Legal disputes may also harm customer relationships and deter potential clients, thereby impacting future business. Continued increases in working capital needs and delays in receivables collection may adversely affect our business, financial condition, results of operations, and cash flows. Our net working capital requirements for Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with our net working capital requirements as a percentage of our revenue from operations for the respective periods are set in the table below: Fiscal 2025 Fiscal 2024 Fiscal 2023 Net Working Net Working Net Working Net Working Net Working Net Working capital capital capital capital capital capital requirements* requirements as requirements* requirements as requirements* requirements as (in ₹ million) a percentage of (in ₹ million) a percentage of (in ₹ million) a percentage of revenue from revenue from revenue from operations (%) operations (%) operations (%) 1,148.35 13.92% 599.46 9.11% 490.55 9.02% * Net Working capital requirements is calculated as Trade Receivables plus Inventories minus Trade Payables for respective year. Our working capital requirements may also increase due to modifications in payment terms with customers, delivery delays due to de-stocking at customer’s end, under-pricing of contracts, unanticipated project costs, regulatory changes, or broader economic conditions. These factors can lead to increased trade receivables and write-offs, further 35straining liquidity. In such cases, we may need to avail additional borrowings, raising our interest burden and exposing us to restrictive covenants under financing arrangements, which could limit our financial flexibility. We typically arrange working capital facilities through banks, including letters of credit and bank guarantees. However, there is no assurance that such arrangements will be sufficient to meet our future needs, particularly in light of our expansion plans. Providing collateral for these facilities further increases working capital demands and may restrict our ability to repatriate funds for meeting contractual obligations. If we under-budget our working capital or are unable to arrange additional facilities in time, our manufacturing operations may be disrupted, affecting our reputation and business continuity. 7. Our Manufacturing Facilities are currently concentrated in the state of Rajasthan at Bhiwadi. Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in Rajasthan could have an adverse effect on our business, results of operations, financial condition and cash flows. We have two operational Manufacturing Facilities and one upcoming manufacturing facility at Bhiwadi, Rajasthan. Due to the geographic concentration of our Manufacturing Facilities, our operations are susceptible to local and regional factors, such as economic and weather conditions, natural disasters, political, demographic and population changes, and other unforeseen events and circumstances. Such factors could result in the damage or destruction of a significant portion of our manufacturing abilities, and/or otherwise materially adversely affect our business, results of operations, financial condition and cash flows. For further details of our properties, see “Our Business- Properties” on page 220. The occurrence of any of these events could require us to incur significant capital expenditure or change our business structure or strategy, which could have an adverse effect on our business, results of operations, future cash flows and financial condition. While we have not faced any material disruptions in Fiscal 2025, Fiscal 2024 and Fiscal 2023 of our operations due to factors, events or circumstances specific to their geographical location, we cannot assure you that there will not be any significant developments in these regions in the future, which may adversely affect our business, results of operations, financial condition and cash flows. 8. We are heavily dependent on the performance of the networking cables in the wires and cables industry and the performance of the end-user industries. Any adverse changes in the conditions affecting the broadband wires and cables industry or the end-user industries in which our customers operate can adversely impact our business, financial condition, results of operations, cash flows and prospects. We derive a majority of our revenue from operations from the manufacture and supply of networking cables. The table below sets out our revenue derived from the sale of networking cables and solutions in Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations for the same period: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ millions As a % of our In ₹ millions As a % of our In ₹ millions As a % of our revenue from revenue from revenue from operations operations operations Revenue from 7,250.58 87.89% 5,490.58 83.47% 4,663.41 85.78% networking cables and solutions As a result, our business and financial condition is heavily dependent on the performance of networking cables and solutions market globally and in India and we are exposed to fluctuations in the performance of these markets. In the event of a decrease in demand for networking cables and solutions in India or abroad, we will experience pronounced effects on our business, results of operations, financial condition, cash flows and prospects. Our Company faces various industry threats including rising commodity prices, rising competition, advancement in technology, slower adoption of fixed broadband or fiberisation of towers and volatility in currency exchange rates. The networking cables and solutions market may be affected by, among others, changes in government policies, government initiatives, economic conditions, income levels and interest rates, which may negatively affect the demand for and the valuation of our products. Any negative impact to the end-user industries in which our customers operate may result in a reduction in orders and may materially adversely affect our business, financial condition, results of operations and cash flows. These and other factors may negatively contribute to changes in the prices of and demand for our wires and cables and may materially adversely affect our business, financial condition, results of operations and cash flows. 369. We face significant competitive pressures in our business. Our inability to compete effectively would be detrimental to our business and future prospects. Our business may face significant competition from both domestic as well as international companies. Few of our competitors including RR Kabel Limited, Polycab India Limited, Finolex Cables Limited, Havells India Limited, KEI Industries Limited, Paramount Communications Limited, Birla Cable Limited and Sterlite Technologies Limited may win market share from us by providing lower cost products to our customers, with or without adversely affecting their profit margins or by offering technologically advanced products. For further details of our competitors, see “Basis for Offer Price” on page 119. Even if our offerings address industry and customer needs, our competitors may be more responsive to these needs and more successful at selling their products. If we are unable to provide our customers with superior products at competitive prices or successfully market those products to current and prospective customers, we could lose customers, market share or be compelled to reduce our prices, thereby adversely affecting our business, results of operations and financial condition. Our profitability and growth can also be affected by other competitive pressures such as competition for skilled engineering and technology professionals with a proven delivery track record. For further details of our competitors KPIs, see “Basis for Offer Price – Comparison of our key performance indications with listed industry peers” on page 124. Our competitors’ actions, including expanding their 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. Any of the aforementioned factors could adversely affect our business, results of operations, financial condition and cash flows. 10. If we are unable to introduce new products and respond to changing customer preferences in a timely and effective manner or if our products become obsolete due to a breakthrough in the development of technology or alternate products, the demand for our products may decline, which may have an adverse effect on our business, cash flows, results of operations and financial condition. The success of our business depends upon our ability to anticipate and identify changes in customer preferences, offering products that customers require and, on our ability to develop and manufacture our products in a timely and cost-effective manner. Additionally, such customer preferences are influenced by a number of factors beyond our control, such as the prices of alternative products and prevailing economic conditions. We constantly seek to develop our innovation capabilities to distinguish ourselves from our competitors to enable us to introduce new products and different variant of our existing products, based on customer preferences and demand. Although we seek to identify trends and introduce new products, we recognise that customer preferences cannot be predicted with certainty and can change rapidly, and that there is no certainty that these will be commercially viable or effective or accepted by our customers. Before we can introduce a product, we must successfully execute a number of steps, including successful designing, obtaining required approvals and registrations, effective marketing strategies for our target customers, while scaling our vendor, production and infrastructure networks to increase or change the nature of our production capacity. We cannot assure you that we will be able to successfully make timely and cost- effective enhancements and additions to our technological infrastructure, keep up with technological improvements in order to meet our customers’ needs or that the technology developed by others will not render our products less competitive or attractive. Our failure to successfully adopt such technologies in a cost effective and a timely manner could increase our costs and lead to us being less competitive in terms of our prices or quality of products we sell. In the event of a breakthrough in the development or growing popularity of alternate technology, we may be exposed to the risk of our products becoming obsolete or being substituted by alternatives, and any failure on our part to effectively address such situations or to introduce new products could adversely affect our business, results of operations, financial condition and cash flows. Further, if our customers, defer or cancel orders for our existing products due to introduction of alternative products, which are much more suitable and preferred as an option, our operating results could be adversely affected. 11. One of the members of the Promoter Group, Radhika Julka, the sister of our Promoter Vipul Nagpal, has been disclosed in the list of Wilful Defaulters. While we have been informed that the bank statements indicate that the loan has been repaid, the no objection certificate from the bank is awaited. One of the members of the Promoter Group, Radhika Julka, the sister of our Promoter, Vipul Nagpal, has been disclosed in the list of Wilful Defaulters on the website of Watchout Investors in relation to defaults of payments of loans availed by Julka Sons. Neither Radhika Julka nor Julka Sons have been involved in the operations or management of our Company and do not hold any managerial or other position in our Company. Radhika Julka was a co-borrower of the loan availed by Julka Sons from IDBI Bank Limited. While we have been informed that the loan has been repaid and Radhika Julka has bank statements indicating this, the no objection certificate from IDBI Bank in relation to this 37facility is awaited as on the date of this Draft Red Herring Prospectus. Any subsequent adverse action by any regulatory authority or statutory authority or the lenders or non-removal of names from the list of Wilful Defaulters in the abovementioned matter may adversely affect our reputation 12. We are dependent on third-party contract labourers for several aspects relating to our manufacturing activities. Any disruption in the supply of contract labour or our inability to control the composition of our contract labour could adversely affect our business, results of operations, financial conditions and cash flows. Our operations are dependent on a large pool of contract labour and an inability to access adequate contract labour at reasonable costs may adversely affect our business prospects and results of operations. We engage a large number of contract labours depending on our requirements. The number of contract labours vary from time to time based on the nature and extent of work. As on March 31, 2025 we had hired 1,050 contract labourers. We enter into arrangements with contractors for the recruitment of contract labour as per our requirements for a fixed period of time. There is no assurance that we may be able to renew these arrangements on a timely basis or at all. Contractors hired by us may be unable to provide the requisite manpower on a timely basis, or at all, or may be subjected to disputes with their personnel, which, in turn, may affect production at our Manufacturing Facilities and timely delivery of our products to our customers. Although our Company does not engage such contract labours directly, we may be held responsible for any wage payments to be made to such contract labours in the event of default by the independent contractors. While the amount paid in such an event can be recovered from the independent contractor, any significant requirement to fund the wage requirements of the engaged labourers or delay in recovering such amounts from the independent contractors may have an adverse effect on our cash flows and results of operations. Any disruption to the supply of such labour for our Manufacturing Facilities or customer sites or our inability to control the composition and cost of our contract labour could adversely affect our business, results of operations, financial condition and cash flows. We are also required to comply with various laws and regulations in connection with engaging contractual labour in our operations. 13. There has been a downgrade in our credit ratings in the past three Fiscals and any further downgrading may affect our Company’s ability to avail of debt and could also impact the trading price of the Equity Shares. While our outstanding borrowings have been repaid in accordance with the repayment schedule under our borrowing arrangements, our credit ratings have been downgraded in the past. Credit ratings reflect the opinions of ratings agencies on our financial strength, operating performance, strategic position and ability to meet our obligations. A decrease in these credit ratings could limit our access to capital markets and increase our borrowing costs, which could materially and adversely affect our financial condition and operating results. The table below sets out the credit ratings assigned to our fund-based facilities for the periods set out below: Rating agency Date of credit rating letter Corporate credit rating CRISIL Ratings November 29, 2024 CRISIL B /Stable (Issuer not cooperating; Rating continues at the same level) CRISIL Ratings December 29, 2023 CRISIL B /Stable (Issuer not cooperating) CRISIL Ratings January 31, 2023 CRISIL B /Stable (Issuer not cooperating; Revised from ‘CRISIL BB+ /Stable Issuer not cooperating’) CRISIL Ratings December 12, 2022 CRISIL BB+ INC /Stable We are not required to obtain any credit ratings under our current financing arrangements and did not therefore provide the required information to the agencies for updating the credit ratings, resulting in a downgrade of our ratings. Any future downgrade of our credit ratings may increase interest rates for refinancing our borrowings, which would increase our cost of borrowings, and may have an adverse effect on our future issuances of debt and our ability to borrow on a competitive basis. If any of these risks materialise, it could have a material adverse effect on our business, reputation, results of operations and financial condition. 14. Our Company has not registered the logos , and which are used by us for certain business activities. Any failure to protect or enforce our rights to own or use our logos, trademarks and identities could have an adverse effect on our business and competitive business. Our Company does not have a registered trademark under the Trade Marks Act, 1999 for our logos , and which are used by us for certain business activities. While our Company has made an application dated June 28, 2025, June 3, 2025 and December 28, 2024, respectively for the registration of our logos, we cannot assure 38you that we will be able to obtain the trademark registration for the logos in a timely manner, or at all. Further, our efforts to protect our intellectual property may not be adequate and any third parties may infringe or copy our registered trademarks. We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our trademarks, which may adversely affect our goodwill, business, financial condition, results of operations, cash flows and prospects. Any of the foregoing could have an adverse effect on our business and competitive position. Our ability to market and sell our products depends upon the recognition of our brand names and associated consumer goodwill. In case we are unable to obtain the registrations for the said logos, trademarks our business revenues and profitability may be impacted. For further details of logos and trademarks, see “Government and Other Approvals – Intellectual Property” on page 371. 15. Our Statutory Auditors have included certain emphasis of matter and/or observations on the Companies (Auditor’s Report) Order, 2020 (“CARO”) in their reports for the financial statements as of and for the Fiscals 2025, 2024 and 2023. Our Statutory Auditor has noted an emphasis of matter on CARO in their auditor reports for the financial statements as of and for the Fiscals 2025, 2024 and 2023. Below are the details of the emphasis of matters and observations included in our auditor’s reports, there were no audit qualifications in the auditor’s report for each of the Fiscals 2025, 2024 and 2023. “CARO Observations for the respective years, which do not require any adjustments in the Restated Summary Statements are as follows: Financial Year 2024-2025 Clause (ii)(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of ₹ 5 crores, in aggregate, at points of time during the year, from banks or financial institutions on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and statements filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the Company, of the respective quarters, except for the following: ₹ in million Quarter Particulars Amount as Amount as Difference Reason for Company’s Response to ending per reported discrepancies Observation (Steps taken by Unaudited in the the Company) Books of quarterly Accounts return/ statement 30-Jun-24 Trade Receivables 1,621.51 1,639.81 (18.310. ) The differen2ce. s The management is cognizant Inventory 491.12 488.77 2.35 are due to the of the discrepancies between 30-Sep-24 Trade Receivables 2,094.51 2,098.39 (3.88) change in the the quarterly Inventory 588.41 568.31 20.09 grouping of returns/statements submitted 31-Dec-24 Trade Receivables 1,916.19 1,907.64 8.55 "advance to to banks or financial suppliers" & institutions and the unaudited "advance from books of account for the customers" and respective quarters. A detailed Overhead impact reconciliation has been in valuation. completed to identify and rectify the variances, which were mainly due to timing differences, provisioning, and classification issues. To prevent recurrence, internal controls and review mechanisms have been strengthened, and processes related to the preparation and review of data submitted to banks have been enhanced. Additionally, the Standard Operating Procedures (SOPs) for financial reporting have been reviewed and updated to 39Quarter Particulars Amount as Amount as Difference Reason for Company’s Response to ending per reported discrepancies Observation (Steps taken by Unaudited in the the Company) Books of quarterly Accounts return/ statement incorporate stricter checks and controls. Financial Year 2023-2024 Clause (ii)(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of ₹ 5 crores, in aggregate, at points of time during the year, from banks or financial institutions on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and statements filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the Company, of the respective quarters, except for the following: ₹ in million Quarter Particulars Amount Amount Difference Reason for Company’s Response ending as per as discrepancies to Observation (Steps Unaudited reported taken by the Company) Books of in the Accounts quarterly return/ statement 30-Jun-23 Trade Receivables 1,207.09 1,176.57 303.5. 2 The differences are d4u. e The management is Inventory 373.88 388.63 (14.75) to the change in the cognizant of the 30-Sep-23 Trade Receivables 1,320.92 1,328.24 (7.32) grouping of "advance to discrepancies between Inventory 386.17 379.22 6.95 suppliers" & "advance the quarterly 31-Dec-23 Trade Receivables 1,493.94 1,489.84 4.10 from customers" and returns/statements Inventory 344.38 344.38 - valuation & submitted to banks or classification of financial institutions and inventory, in the the unaudited books of statements filed with the account for the respective lenders. quarters. A detailed 31-Mar-24 Trade Receivables 1,372.04 1,509.43 (137.39) Revenue reversed as per reconciliation has been Ind AS 115 accordingly completed to identify and Trade receivables rectify the variances, decreased due to sale which were mainly due to reversal. timing differences, Inventory 403.53 310.70 92.83 Revenue reversed as per provisioning, and Ind AS 115 accordingly classification issues. To inventory increased prevent recurrence, which was shown as internal controls and Goods in transit and review mechanisms have valuation impact. been strengthened, and processes related to the preparation and review of data submitted to banks have been enhanced. Additionally, the Standard Operating Procedures (SOPs) for financial reporting have been reviewed and updated to incorporate stricter checks and controls. 40Clause (vii)(a) According to information and explanation given to us, and as per the records examined by us, no undisputed arrears of statutory dues outstanding as at March 31, 2024 for a period of more than six months from the date they became payable except: ₹ in million Name of Nature Amount Period to Due Date Date of Company’s Response to Impact on the the of the which the Payment Observation (Steps taken Financial Statute Dues amount by the Company): Statements and relates Financial Position of the Company* Income Tax 0.06 F.Y. 2022- Various 07-Jul-24 The delay occurred due to ₹ 0.01 – Interest Tax Act, Deducte 23 Dates inadvertent oversight, amount paid 1961 d at technical issues with the source banking portal. As soon as The same has been the error was identified, the considered as TDS was deposited interest payment immediately along with and necessary applicable interest. To financial impact has ensure such an incident does been recognised in not recur, we Strengthened the profit and loss our internal compliance account of the calendar with clear Company Income Tax 0.04 F.Y. 2023- Various 07-Jul-24 deadlines and reminders. ₹ 0.00 – Interest Tax Act, Deducte 24 Dates amount paid 1961 d at source The same has been considered as interest payment and necessary financial impact has been recognised in the profit and loss account of the Company * Figures representing 0.00 million are below ₹ 5,000/- Clause (XX)(b) In our opinion and according to the information and explanations given to us, in respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special account within a period of 30 days from the end of the respective financial year in compliance with the provision of section 135(6) of the Act except in respect of the following: ₹ in million Financial Amount unspent on Amount Transferred Amount Transferred Company’s Response to Year Corporate Social to Special Account after the due date Observation (Steps taken by Responsibility within 30 days from the Company): activities for the end of the “Ongoing Projects” Financial Year 2023-24 5.37 1.81 (transferred on 3.56 The delay occurred due to March 29, 2025) (transferred on inadvertent oversight and was September 20, 2024) unintentional, and without any 2022-23 1.93 - 1.93 malafide intent. As soon as the (₹ 0.18 million & ₹ 1.75 error was identified the amount million transferred on was transferred to the separate March 22, 2024 and CSR account. We have updated March 29, 2024 our internal SOPs on the respectively) statutory requirements related to CSR compliance. For details, see “Restated Financial Information – Note 4” on page 326. There can be no assurance that the audit reports for any future fiscal periods will not contain such observations. Investors should consider these observations of our Statutory Auditor in evaluating our financial condition, results of operations and cash flows. 4116. We may not accomplish our growth strategy, and our business may suffer if we fail to manage our growth efficiently or effectively, which could adversely affect our reputation, results from operations, financial conditions, cash flows and reduce our profitability. Our operations have expanded as a result of our strategy to diversify into domestic and international markets, and we aim to continue to explore viable means to consolidate the position of our operations, competitively positioning us in the domestic and overseas market. In Fiscal 2025, we undertook capacity expansion initiatives to enhance our output and support growing demand. We also diversified our manufacturing portfolio by commencing production of allied products, including keystone jacks, which contribute to our goal of becoming a one-stop shop for passive networking infrastructure. For further details, see “- Any underutilization of our manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance.” on page 33. These expansions are part of our ongoing strategy to improve scale, product mix, and operating leverage across our facilities. There can be no assurance, however, that we will be successful in our expansion plans. If we fail to improve our existing systems or controls or to manage growth and expansion effectively, or the cost of such expansion or growth exceeds the revenues generated by our efforts, we may fail in our strategy and our business, financial condition and results of operations could be adversely affected. We expect our future growth to place significant demands on our resources as well as our management. This shall require us to continuously evolve and improve our operational, financial and internal controls across our organization. Our business has demonstrated growth in the past with our revenue from operations, EBITDA and PAT increasing between Fiscals 2023 and 2025, as provided below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations (in ₹ million)(1) 8,249.58 6,577.67 5,436.78 Year-on-year increase in revenue from operations) (in 25.42% 20.98% NA %)(2) EBITDA (in ₹ million)(3) 838.58 588.24 433.34 EBITDA Margin (in %)(4) 10.17% 8.94% 7.97% Profit after tax (in ₹ million) (5) 532.91 400.69 259.59 PAT Margin (in %)(6) 6.41% 6.03% 4.75% Notes: (1) Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. (2) Year-on-year increase in revenue from operations) (%) is calculated as (Revenue from operations during a Fiscal / Revenue from Operations during previous Fiscal). (3) EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. (5) PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. (6) PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income. Our revenue from operations is linked to various factors including the performance of our customers and the end-user industries in which they operate. While we have experienced growth in revenue, EBITDA and profit in recent years, there is no assurance that we will be able to maintain similar levels of growth in the future. As part of our strategy aimed towards business growth and improvement of market position, we intend to implement several business strategies, which include: • Further capitalize on our position in the networking cables and optical fibre industries to take advantage of industry tailwinds; • Diversifying our specialised product portfolio through innovation and targeting high growth and emerging areas in the future; • Enhance our geographical footprint through expansion; • Capacity expansion and enhancing operational efficiency. These strategies are subject to certain risks and uncertainties. Our strategies may not succeed due to various factors, including our inability to reduce our operating costs, our failure to develop new products with sufficient growth potential as per the changing market preferences and trends, our failure to effectively market these new products or foresee challenges with respect to our business initiatives, our failure to sufficiently upgrade our infrastructure, machines, automation, equipment and technology as required to cater to the requirement of changing demand and market preferences, our failure to maintain highest quality and consistency in our operations or to ensure scaling of our operations to correspond with our strategy and customer demand, changes in GoI policy or regulation, our inability to respond to regular competition, and other operational and management difficulties. Any failure on our part to implement our strategies due to many reasons as attributed aforesaid could be detrimental to our long-term business 42outlook and our growth prospects and may materially adversely affect our business, financial condition and results of operations. For further details of our strategies, see “Our Business- Strategies” on page 204. There can be no assurance that our personnel, systems, procedures and controls shall be adequate to support our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may adversely affect our growth prospects. Any of the challenges highlighted above may cause us to delay, modify or forego some or all aspects of our expansion plans. Further, there can be no assurance that we shall be able to execute our strategies on time and within the budget, as and when estimated by the Company. 17. There has been one instance of non-compliance with certain environmental laws in the past and the terms and conditions of approvals issued under such laws in relation to our Unit II. Any such failure to comply with environmental laws and/or the terms and conditions of approvals issued under such environmental laws and regulations could subject us to penalties and other regulatory actions, impact our ability to obtain or renew such approvals in a timely manner/ at all and may also adversely affect our ability to operate our units and consequently affect our results of operations. We are subject to environmental, health and safety regulations in the ordinary course of our business. If we fail to comply with such environmental laws and regulations in relation to the operation of our units or if we fail to obtain or renew approvals or comply with the terms and conditions of such approvals under these environmental laws and regulations, we may be subject to imposition of penalties or other consequences including shut down of our manufacturing units. Our Company was manufacturing products at a higher production capacity at our Unit II than the permitted capacity as per the consent to operate issued to Unit II, since April 1, 2021. Thereafter, we made an application for a revised consent to operate for Unit II on February 4, 2025, highlighting the increased production capacity at which we were operating and paid a penalty of ₹ 0.33 million. Subsequently, the Rajasthan State Pollution Control Board issued a revised consent to operate to our Company with the increased production capacity. While no actions have been taken in relation to such violations of manufacturing limits, other than payment of the penalty, we may, in the future, be subjected to regulatory actions for such violations including closure of our Unit II, imposition of increased penalties and other penal actions against our Company and key personnel, which may have a negative impact on our business, reputation, results of operations and cash flows. Further, any failure to comply with environmental laws and/or the terms and conditions of approvals issued under such environmental laws and regulations could also impact our ability to obtain or renew the approvals with respect to our manufacturing facilities in a timely manner or at all and may also adversely affect our ability to operate our units and consequently affect our results of operations. Further, environmental approvals are generally subject to ongoing compliance in the form of monitoring, audit and reporting norms, among others, under central environmental regulations and rules. We cannot assure you that all ongoing compliance or periodic filings which are required to be made in relation to our manufacturing units have been made in a timely manner, or at all. For details, see “Government and Other Approvals” beginning on page 369. 18. We have invested in debt instruments which are unsecured. Any decline in the value of our investments will not be backed up by security and may adversely affect our financial condition. As of March 31, 2025, our Company has invested ₹ 74.86 million in debt instruments which are unsecured. These debt instruments are linked to market conditions and we cannot assure you of the value of these debt instruments in the future. Any decline in the value of these debt instruments due to one or more factors beyond our control may adversely impact our financial condition. For details of the investment in debt instruments which are unsecured, see “Restated Financial Information – Note 12” on page 297. 19. A portion of our revenues and expenses are denominated in foreign currency. We are exposed to foreign currency fluctuation risks, in relation to import of raw materials and export of products, which may adversely affect our results of operations, financial condition and cash flows. Apart from our operations in India of which our sales are denominated in Indian Rupees, we also sell our products in and source our raw materials from several other countries and receive and make payments in foreign currencies. Fluctuation in foreign currencies exchange rates could have adverse effects on our business, results of operations and financial condition. The table below sets out our foreign exchange fluctuations on import and export in Fiscal 2025, Fiscal 2024 and Fiscal 2023: (in ₹ millions) Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Exchange Fluctuation (Net) Gain/(Loss) 36.00 35.15 6.28 Exchange fluctuation as a percentage of revenue 0.44% 0.53% 0.12% from operations (%) 43Our business and results from operations may be affected in the event that the exchange rate between the international currencies and the Indian Rupee fluctuates. Depreciation of the Indian Rupee against such international currencies may have an adverse effect on our total expenses and profit. Further, volatility in exchange rates would result in an increase in the cost of our products. We may not be able to pass on such increase in costs to our customers. Certain markets in which we sell our products may be subject to exchange control risks, which may result in either delayed recovery or even non-realization of revenue. In addition, the policies of the RBI may also change from time to time, which may limit our ability to effectively hedge our foreign currency exposures and may have an adverse effect on our results of operations and cash flows. We do not have a commodity hedging policy, to manage such risks. For particulars of our foreign exchange risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 334. 20. We have had negative cash flows from operating and investing activities in Fiscal 2025 and may continue to have negative cash flows in the future which could have an impact on our business and operations. We have in the past, and may in the future, experience negative cash flows from operating, investing and financing activities. The following table sets forth our net cash inflow/(outflow) from operating, investing and financing activities for the years indicated: (₹ in million) Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 (in ₹ million) Net cash from/ (used) in operating activities (97.85) 421.81 197.98 Net cash flows from/ (used) in investing activities (598.23) (326.88) (188.28) Net cash flows from/ (used) in financing activities 631.10 (61.02) (35.18) Any negative cash outflows over extended periods, or significant cash outflows in the short term from, could have an adverse impact on our cash flow requirements, business operations and growth plans. As a result, our cash flows, business, future financial performance and results of operations could be adversely affected. For further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Cash” on page 357. 21. There have been some instances of non-compliances under the Companies Act in the past which may attract penalties. There have been certain non-compliances under the Companies Act. Our Company has defaulted in complying with the provisions of Section 135 of the Companies Act, 2013 by delaying in depositing the unspent CSR expenses in a separate bank account after notification of the Companies (Amendment) Act 2019, applicable w.e.f. January 22, 2021, i.e. unspent amount for the Fiscals 2024 and 2023. The table below sets out the unspent CSR expenses which have been deposited in a separate bank account after the due date in Fiscals 2025, 2024 and 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Amount unspent on CSR activities for ongoing - 5.37 1.93 projects (in ₹ million) Amount transferred to special account within 30 - 1.81* - days from the end of the Fiscal (in ₹ million) Amount transferred after due date (in ₹ million) - 3.56^ 1.93^^ * Transferred on March 29, 2024 ^ The amount was transferred on September 20, 2024 ^^ Amount of ₹ 0.18 million was transferred on March 22, 2024, and ₹ 1.75 million was transferred on March 29, 2024 Our Company has filed a suo-moto compounding application dated June 17, 2025 before the Registrar of Companies, NCT of Delhi and Haryana, for regularization of the said non-compliance and in the event that any fine or penalty is liable to be paid in relation to such non-compliance, the same shall be paid by our Company and our officer in default. In the event such regularization process fails, we and our officer(s) in default may be held liable under Section 135(7) of the Companies Act to a penalty of twice the amount of amount required to be transferred under section 135 of Companies Act and each officer in default is liable to a penalty of one-tenth of the amount required to be transferred or ₹ 0.20 million, whichever is lesser. Further, there can be no assurance that there will be no such delays or non- compliances in the future and our Company will not be subject to adverse actions by the authorities. 22. We have not yet placed orders in relation to the capital expenditure for the purchase of equipment and machinery for our Manufacturing Facilities. In the event of any delay in placing the orders, or in the event the vendor is not 44able to provide the equipment in a timely manner, or at all, it may result in time and cost overruns and our business, prospects and results of operations may be adversely affected. We intend to utilize a portion of the Net Proceeds for funding capital expenditure requirements towards the purchase of machinery and equipment and undertaking civil works for installation of machinery at our Manufacturing Facilities. While we have procured quotations from vendors in relation to the capital expenditure to be incurred, we have not placed orders for the capital expenditure proposed to be funded from the Net Proceeds and have not entered into any definitive agreements with the vendors in relation to such capital expenditure as of the date of this Draft Red Herring Prospectus. For details in respect of the foregoing, see “Objects of the Offer” on page 107. Such bids are valid for a certain period of time and may be subject to revisions, and other commercial and technical factors. We cannot assure you that we will be able to undertake such capital expenditure within the cost indicated by such bid or that there will not be cost escalations. Further, the actual amount and timing of our future capital requirements may differ from our estimates as a result of, among other things, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, design changes and technological changes. In the event of any delay in placing the orders, or an escalation in the cost of acquisition of the equipment/machinery or in the event the vendor is not able to provide the equipment/ machinery in a timely manner, or at all, we may encounter time and cost overruns. Further, if we are unable to procure the requisite equipment/ machinery from the vendors from whom we have procured bid, we cannot assure you that we may be able to identify alternate vendor to provide us with the materials which satisfy our requirements at acceptable prices. Our inability to procure the machinery and equipment at acceptable prices or in a timely manner, may result in an increase in capital expenditure, the proposed schedule of implementation and deployment of the Net Proceeds may be extended or may vary accordingly, thereby resulting in an adverse effect on our business, prospects and results of operations. 23. Our exports expose us to risks that could materially adversely affect our business, results of operations, financial condition, cash flows and future prospects. We sold products to domestic customers and overseas customers including from UAE, Qatar, USA, Australia, New Zealand, Nepal, Bhutan, Singapore and Netherlands since Fiscal 2022 Any fluctuations in our revenue from exports, may adversely affect our profitability, results of operations and financial condition. Our revenues from operations split across domestic and exports markets for Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations is as under: Geographic Regions Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ million As a In ₹ million As a In ₹ million As a percentage of percentage of percentage of revenue from revenue from revenue from operations operations operations (%) (%) (%) Domestic markets 7,359.15 89.21% 5,712.41 86.85% 4,696.92 86.39% Exports 890.43 10.79% 865.26 13.15% 739.86 13.61% - Middle East* 838.43 10.16% 795.67 12.09% 633.38 11.65% - Rest of the World** 52.00 0.63% 69.59 1.06% 106.48 1.96% * Middle East includes UAE, Qatar ** Rest of the World includes USA, Bhutan, Australia, New Zealand, Nepal, Singapore and Netherlands. We plan to continue to expand our presence in international markets by focusing on target countries in accordance with our business strategies. The markets in which we operate and plan to operate in the future are diverse and fragmented, with varying levels of economic and infrastructure development and distinct legal and regulatory systems, and do not operate seamlessly across borders as a single or common market. We may require considerable management attention and financial resources for managing our growing business across these international markets. Our multi- national operations are subject to inherent risks, including, but not limited to: • entry barrier and difficulties in establishing brand recognition; • uncertainties in cooperation with new local business partners, logistics and transportation partners; • exposure to expropriation or other government actions in new regions; • increased costs related to raw materials and marketing our products in new regions; • longer accounts receivable collection periods and greater difficulty in accounts receivable collection due to lower bargaining power in a less familiar market; 45• potential foreign exchange and repatriation controls on foreign earnings, exchange rate fluctuations and currency conversion restrictions; • the burden of complying with a variety of foreign laws, including delays or difficulties in obtaining government approvals and permits, import and export licenses, and regulations and unexpected changes in the legal and regulatory environment, including changes to import and export regulations; • uncertainty regarding liability for products; • difficulties and costs of staffing and managing multiple multi-national operations; • reduced protection for intellectual property rights in some jurisdictions, at a reasonable cost or at all; • potentially adverse tax consequences, including tax consequences which may arise in connection with intercompany pricing for transactions between separate legal entities within a group operating in different tax jurisdictions; • inability to obtain adequate insurance; and • political and economic instability including potential for political unrest, war or acts of terrorism in countries in which we operate. We may be unsuccessful in developing and implementing policies and strategies that shall be effective in managing these risks in each country where we do business or plan to do business. Our failure to manage these risks successfully could adversely affect our business, operating results and financial condition. Further, we may face competition in other countries from companies that have more experience with operations in such countries or with international operations generally. We may not be able to compete with such companies if we are unable to offer competitive products at better price points which appeal to consumers in such markets. If we are unable to successfully build our brand reputation in the international markets, it may limit our ability to grow our business. Also, by expanding into new regions and markets, we may be exposed to significant liability and could lose some or all of our investment in such regions, as a result of which our business, financial condition and results of operations could be adversely affected. 24. Our Company, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiary and Group Companies may be involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact our business, cash flows, results of operations, financial condition and prospects. In the ordinary course of our business, our Company, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiary and Group Companies may be involved in certain legal proceedings pending at different levels of adjudication before various courts and tribunals. Further, we may receive liability and general commercial claims related to the conduct of our business and the performance of our products, employment claims and other litigation claims. Litigation resulting from these claims could be costly and time-consuming and could divert the attention of management and key personnel from our business operations. A summary of outstanding litigation proceedings involving our Company, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiary and Group Companies, as disclosed in “Outstanding Litigation and Material Developments” on page 363, in terms of the SEBI ICDR Regulations and the Materiality Policy, as of the date of this Draft Red Herring Prospectus is provided below: Name of Number of Number of Number of Number of Disciplinary Number of Aggregate Individual/ Criminal Tax Statutory or Actions by the SEBI or Material Civil amount Entity Proceedings Proceedings Regulatory the stock exchanges Proceedings involved (in ₹ Proceedings against our Promoters million)* in the last five Fiscals Company Against our Nil 5 Nil Not applicable Nil 0.37 Company By our 1 Nil Nil Not applicable Nil 3.38 Company Subsidiary Against our Nil Nil Nil Not applicable Nil Nil Subsidiary By our Nil Nil Nil Not applicable Nil Nil Subsidiary 46Name of Number of Number of Number of Number of Disciplinary Number of Aggregate Individual/ Criminal Tax Statutory or Actions by the SEBI or Material Civil amount Entity Proceedings Proceedings Regulatory the stock exchanges Proceedings involved (in ₹ Proceedings against our Promoters million)* in the last five Fiscals Directors** Against our Nil 4 Nil Not applicable Nil 16.90 Directors By our 2 Nil Nil Not applicable 1 343.08 Directors Promoters Against our Nil 1 Nil Nil Nil 16.81 Promoters By our 2 Nil Nil Not applicable 1 343.08 Promoters Key Managerial Personnel*** Against our Nil Not applicable Nil Not applicable Not applicable Nil Key Managerial Personnel By our Key 2 Not applicable Nil Not applicable 1 343.08 Managerial Personnel Senior Management Personnel Against our Nil Not applicable Nil Not applicable Not applicable Nil Senior Management Personnel By our Senior Nil Not applicable Nil Not applicable Not applicable Nil Management Personnel Group Companies Outstanding Nil Nil Nil Not applicable Nil Nil litigation that has a material impact on our Company * To the extent quantifiable ** Includes Directors who are Promoters *** Includes KMPs who are Directors There can be no assurance that these legal proceedings shall be decided in favour of our Company, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiary and Group Companies, as the case may be, or that no further liability shall arise out of these proceedings. Further, such legal proceedings could divert management time and attention and consume financial resources. Any adverse outcome in any of these proceedings may adversely affect our profitability and reputation and may have an adverse effect on our results of operations and financial condition. For further details of certain material legal proceedings involving our Company, Promoters, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiary and Group Companies, see “Outstanding Litigation and Material Developments” beginning on page 363. 25. Certain challans for the forms filed by us with the RoC, are not traceable. While we have conducted a search with the RoC, in respect of the unavailability of such challans, we cannot assure you that such forms or records will be available at all or any time in the future. Our Company is unable to trace certain challans for the corporate records and regulatory filings made by us. These include the challans evidencing payment of filing fees in respect of the regulatory filings. We have included details of such allotments and appointments in this Draft Red Herring Prospectus based on other corporate records such as the form 2. Accordingly, we had commissioned a physical and electronic search of the RoC records through an independent practicing company secretary, M/s Nirbhay Kumar & Associates, to ascertain the details of all corporate actions undertaken by our Company since incorporation. Pursuant to the foregoing, the practicing company secretary firm has issued its report dated July 10, 2025 (the “Search Report”). The nature of forms and records which the practicing company secretary was unable to locate are in relation to certain allotments and corporate actions by our Company, include, challans filed for form 2 in relation to allotment of equity 47shares on March 30, 2006, August 30, 2006, December 30, 2006, March 2, 2007, March 29, 2008, October 31, 2008, April 29, 2011, March 2, 2012 and March 30, 2012. For further details, see “Capital Structure – Notes to Capital Structure – Share capital history of our Company –Primary issuance of equity shares of our Company” on page 89. We have by way of our letter dated July 8, 2025, informed the RoC of the corporate records that we were unable to trace pursuant to a search undertaken by the independent practicing company secretary. We cannot assure you that the regulatory filings or corporate records which we have not been able to locate will be available in the future, or that the information gathered in this regard is correct, or that the regulatory filings were done in accordance with applicable law or at all or in timely manner. Additionally, while no notices, disputes or penalties have arisen or been imposed in connection with these challans as of the date of this Draft Red Herring Prospectus, we cannot assure you that no notices, dispute or penalties will arise or be imposed on us in this regard in the future. 26. We have not been able to obtain certain records of educational qualifications of one of our Senior Management Personnel, and have relied on certificates and marksheets furnished by him for such details of their profile, included in this Draft Red Herring Prospectus. One of our Senior Management Personnel, our Executive Vice President – Operations, Farogh Alam, has been unable to trace copies of documents pertaining to his educational qualification, namely his bachelor degree from Bhimrao Ambedkar University. While he has made an application to the university dated March 28, 2025, seeking a copy of his bachelor degree, he has not received any communication as of the date of this Draft Red Herring Prospectus. For further details in relation to Farogh Alam, see “Our Management – Key Managerial Personnel and Senior Management Personnel” on page 256. Accordingly, reliance has been placed on certificates and marksheets furnished in relation to his higher education to us and the BRLMs to disclose details of his educational qualifications, in this Draft Red Herring Prospectus. We and the BRLMs have been unable to independently verify these details prior to inclusion in this Draft Red Herring Prospectus. Further, there can be no assurances that such Senior Management Personnel will be able to trace the relevant documents pertaining to their educational qualifications in future, or at all. 27. We have had instance of delays in payments of statutory dues by our Company. Any delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on our financial condition and cash flows. We are subject to ongoing reporting and compliance requirements and are required to make payments of periodic statutory dues, which we may not be able to undertake at all times. The table below sets forth details of statutory dues paid and unpaid by our Company in relation to our employees for the years indicated: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number Statutory Statutory Number Statutory Statutory Number Statutory Statutory of dues paid dues of dues paid dues of dues paid dues employee (₹ in unpaid (₹ employee (₹ in unpaid (₹ employee (₹ in unpaid (₹ s as at million) in s as at million) in s as at million) in March million) March million) March million) 31, 2025 31, 2024 31, 2023 The Employees 442 16.34 - 334 12.25 - 314 10.94 0.07 Provident Fund and Miscellaneous Provisions Act, 1952 Employee State 230 1.93 - 199 1.80 - 217 1.82 - Insurance Act, 1948 Income Tax Act, 27* 6.10 - 19 4.22 - 20 4.48 - 1961 (TDS on Salary) Total 699 24.37 - 552 18.27 - 551 17.24 0.07 * On the basis of TDS return on salary (24 quarter) filed for quarter 3 of Fiscal 2025. While there have been no instances of non-payment or defaults in the payment of statutory dues/liabilities by the Company, given below are details of delays in the payment of statutory dues/liabilities under the said acts: 48Particulars Financial Year ended March Financial Year ended March Financial Year ended March 31, 2025 31, 2024 31, 2023 Number Amount Delay (in Number Amount Delay (in Number Amount Delay (in of delayed no. of of delayed no. of of delayed no. of instances (₹ in days) instances (₹ in day s) instances (₹ in days) million) million) million) The Employees 11 0.70 7-182 2 0.07 31-61 16 0.21 29-698 Provident Fund and Miscellaneous Provisions Act, 1952 Employee State 1 0.10 5 1 0.16 2 2 0.01 30-61 Insurance Act, 1948 Income Tax Act, 1 0.42 1 1 0.4 1 - - - 1961 (TDS on Salary) Total 13 1.22 4 0.63 18 0.22 The delays in payment of the aforementioned statutory dues/ liabilities occurred due to inadvertent oversight, technical issues with the banking portal. As soon as the error was identified, the dues were deposited immediately along with applicable interest. To ensure such an incident does not recur, we have strengthened our internal compliance with clear deadlines and reminders. We cannot assure you that we may face delays of payments of statutory dues in the future any may subsequently be subject to penalties and fines in the future which may have a material adverse effect on our financial condition and cash flows. 28. A shortage or unavailability of electricity, fuel, water or labour could affect our manufacturing operations and may have an adverse effect on our business, results of operations and financial condition. Our manufacturing operations require continuous supply of electricity for which we depend on the state board electricity supply, where our Manufacturing Facilities are located. The table below sets out our power and fuel, water charges together as a percentage of our total expenses in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ millions As a In ₹ millions As a In ₹ millions As a percentage percentage percentage total expenses total expenses total expenses (%) (%) (%) Power and Fuel, 114.61 1.51% 89.85 1.47% 82.17 1.61% Water charges The table below sets out our labour costs together as a percentage of our total expenses in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ millions As a In ₹ millions As a In ₹ millions As a percentage percentage percentage total expenses total expenses total expenses (%) (%) (%) Labour costs and 279.32 3.67% 207.68 3.40% 161.37 3.16% manpower supply (contractual labour) Any shortage or non-availability of electricity, failure of the state electricity grid or a shortage of fuel or unavailability or reduction in labour could delay our operations at the Manufacturing Facilities which may consequently adversely affect our delivery timelines to our customers. Any such delay may have an adverse effect on our business, results of operations and financial condition. Further, any shortage of available labour could impact our operations and consequently have an adverse effect on our business, results of operations and financial conditions. While no such instances have occurred in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such instances may not occur in the future. 29. We are required to comply with various government regulations, including obtaining licenses, permits, approvals and consents under certain environmental laws, which are critical for operating our Manufacturing Facilities. If 49we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, results of operations and cash flows may be adversely affected. We have two operational Manufacturing Facilities and one upcoming manufacturing facility located at Bhiwadi, Rajasthan. Our operations are subject to extensive government regulations, and we are required to obtain and maintain a number of statutory and regulatory permits and approvals under central, state and local government rules in India and in respective regions that we have operations, generally for carrying out our business, producing and marketing our products and for our facilities. For details of applicable regulations and approvals relating to our business and operations, see “Government and Other Approvals” on page 369. We may, in the future, be subjected to regulatory actions for violations including closure of our Manufacturing Facilities, imposition of penalties and other penal actions against our Company and management, which may have a negative impact on our business, reputation, results of operations and cash flows. Further, any failure to comply with environmental laws and/or the terms and conditions of approvals issued under such environmental laws and regulations could also impact our ability to obtain or renew the approvals with respect to our Manufacturing Facilities in a timely manner or at all and may also adversely affect our ability to operate our units and consequently affect our results of operations. Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result in the interruption of our operations and may have an adverse effect on our business, financial condition and results of operations. The approvals required by our Company are subject to numerous conditions and there can be no assurance 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. Further, pursuant to the conversion of our Company into a public limited company, we are also in the process of applying to various regulatory authorities for change in name of the approvals obtained by us, and have also made applications before various authorities for the change in the name of our Company, in the ordinary course of business. We are also subject to a broad range of safety, health, labour, and workplace related laws and regulations in the jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise emissions, air and water discharges; on the storage, handling, discharge and disposal of chemicals, employee exposure to hazardous substances and other aspects of our operations. Any of the foregoing could subject us to litigation, which may increase our expenses in the event we are found liable and could adversely affect our reputation. The adoption of stricter health and safety laws and regulations, stricter interpretations of existing laws, increased governmental enforcement of laws or other developments in the future may require that we make additional capital expenditures, incur additional expenses or take other actions in order to remain compliant and maintain our current operations. Under the legal framework we operate in, we are also required to obtain and maintain a number of statutory and regulatory permits, approvals, licenses, registrations and permissions for carrying out our business and operations. 30. We regularly work with hazardous materials and activities in our operation can be dangerous, which could cause injuries to people or property. Our business requires individuals to work under potentially dangerous circumstances (such as being exposed to flammable materials). These hazards can cause personal injury and loss of life or destruction of property and equipment as well as environmental damage. While we have not had any such incident in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such incidents may not occur in the future. We could also face claims and litigation filed on behalf of persons alleging injury predominantly due to occupational exposure to hazards at our facilities. If these claims and lawsuits, individually or in the aggregate, are resolved against us, our business, financial condition, results of operations and cash flows could be adversely affected. 31. Our Company has availed certain unsecured borrowings which are repayable on demand. Any such demand may adversely affect our business, cash flows, financial condition and results of operations. Our Company has availed certain unsecured borrowings which are repayable on demand, with or without the existence of an event of default. The table below sets out the details of the unsecured borrowings by our Company as of March 31, 2025: Loan From Amount outstanding as of April 30, 2025 (in ₹ million) Treat Homes Private Limited 6.00 For further details in relation to our indebtedness, please see section titled “Financial Indebtedness” on page 331. In the event that our lenders seek a repayment of their respective loans, we would need to find alternative sources of financing, which may not be available on commercially reasonable terms, or at all. If we are unable to procure such financing, we may not have adequate funds to undertake new initiatives or complete our ongoing strategies. As a result, 50any such demand for repayment of unsecured borrowings may adversely affect our business, cash flows, financial condition and results of operations. 32. Loss of accreditation or certifications received for our products or Manufacturing Facilities may damage our reputation and may have an adverse impact on our operations. Our Company has received various certifications for our products and Manufacturing Facilities. For details, see “Our Business- Description of our Business- Quality Control, Testing and Certifications” on page 218. If any of these certifications or accreditations expire and we are unable to renew them or if these are cancelled or terminated for failure to comply with the requirements, we may be unable to market our products to our customers, which may have an adverse impact on our revenue from operations and financial condition. 33. If we are unable to maintain and enhance our brands through our trademark, including our ability to protect our brand and intellectual property for our logos, , and , the sales of our products will suffer, which would have a material adverse effect on our results of operations. We may also unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could harm our competitive position. We believe that our brand plays a role in the success of our business and sustaining customer loyalty. The ability to differentiate our brand and products from that of our competitors through our promotional, marketing and advertising initiatives is an important factor in attracting customers. There can be no assurance that our brand name will not be adversely affected in the future by actions that are beyond our control including customer complaints or adverse publicity from any other source in India and abroad. Any damage to our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our reputation, competitive position in India and abroad, business, financial condition, results of operations and cash flows. If our initiatives in any of these areas are not effectively implemented or our products fail to find acceptance with our existing and potential customers resulting in loss of customer confidence in our brand for any reason, our ability to attract and retain customers could be adversely affected. If we fail to register the appropriate intellectual property, or our efforts to protect relevant intellectual property prove to be inadequate, the value attached to our brand and proprietary property could deteriorate, which could have a material adverse effect on our business growth and prospects, financial condition, results of operations, and cash flows. As a result, we cannot be certain that our technical knowledge will remain confidential in the long run. While there have been no instances in the past three Fiscals, in relation to the illegal use and impersonation of our trademark or logos by third parties or any negative publicity about our brand(s) that could affect our reputation which, in turn, could affect our ability to attract and/or retain customers, which may adversely affect our business and results of operations. The use of our logos by any third party may lead customers to confuse them with our Company, which could lead to our Company losing business to such competitors and could adversely affect our goodwill. In addition, if such third parties experience any negative publicity, it could have an adverse effect on our reputation. We may need to litigate in order to determine the validity of such claims and the scope of the proprietary rights of others. Any such litigation could be time consuming and costly, and the outcome cannot be assured. We may not be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our intellectual property. In the event that the steps we may take, and the protections afforded by law do not adequately safeguard our proprietary rights, we could suffer losses in revenues and profits due to competing sales of products unlawfully produced which may have an adverse effect on our business, prospects, results of operations and financial condition. Our products are marketed both domestically and internationally and, we aim for a strong brand recall value for our products in such markets. However, any instances of (i) decrease in product quality due to reasons beyond our control; and (ii) unsubstantiated allegations of product quality may motivate our existing and potential customers to explore business relationships with our competitors. As a result, any adverse publicity involving our brand, our products, or us, may impair our reputation, dilute the impact of our branding and marketing initiatives and adversely affect our business and our prospects. In the event that such breaches do occur, and we are unable to secure adequate remedies in relation thereto, our profitability and reputation may be adversely affected with consequent impact on our results of operations and financial condition. We also rely on product, industry, manufacturing and market “know-how” that cannot be registered and is not subject to any confidentiality or nondisclosure clauses or agreements. We cannot assure you that any of our registered intellectual property rights or our knowhow, or claims thereto, will now or in the future successfully protect what we consider to be the intellectual property underlying our products and business, or that our rights will not be successfully opposed or otherwise challenged. While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with certainty as to whether we are infringing on any existing third-party intellectual property rights. We may therefore be 51susceptible to claims from third parties asserting infringement and other related claims. If claims or actions are asserted against us, we may be required to obtain a license, modify our existing technology or cease the use of such technology and design a new non-infringing technology. Such licenses or design modifications can be extremely costly. Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all. In addition, we may decide to settle a claim or action against us, the settlement of which could be costly. We may also be liable for any past infringement. This could have an adverse effect on our business, results of operations and damage our reputation and relationships with our customers. In addition, our Company logos , and are currently under application and has not yet been registered. Until such time it is granted protection, we may have limited legal recourse in case of unauthorized use or infringement by third parties. Any adverse findings in infringement proceedings or inability to protect or enforce our intellectual property could harm our brand, disrupt operations, and negatively affect our business, financial condition, and reputation. 34. We have indebtedness which requires cash flows to service and limits our ability to operate freely. Any breach of terms under our financing arrangements or our inability to comply with repayment and other covenants in the financing agreements could adversely affect our business, financial condition, cash flows and credit rating. We have entered into agreements in relation to financing arrangements with certain banks for term loans, working capital facilities and vehicle loans. Our total outstanding borrowings as of April 30, 2025 is ₹1,654.25 million. The table below sets out our total borrowings as of April 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars April 30, 2025 (in ₹ Fiscal 2025 (in ₹ Fiscal 2024 (in ₹ Fiscal 2023 (in ₹ million) million) million) million) Total Borrowings* 1,654.25 1,134.50 367.31 372.97 * total borrowings consist of current and non-current borrowings The agreements with respect to our borrowings contain restrictive covenants, including, but not limited to, requirements that we obtain consent from our lenders prior to undertaking certain matters including, among others, undertaking any new project or substantial expansion of any of its existing business or capital expenditure, any change in the management set-up of our Company, change in the capital structure or shareholding pattern of our Company or the constitutional documents of our Company, change in ownership or control of our Company. For further details, see “Financial Indebtedness” beginning on page 331. As our assets are hypothecated in favour of lenders, our rights in respect of transferring or disposing of these assets are restricted. This may also limit our ability to incur future debt and create security thereby requiring us to obtain the respective lenders’ consent prior to entering into certain transactions. While, as on the date of this Draft Red Herring Prospectus, we have complied with all covenants and obtained all requisite consents from our lenders for undertaking the Offer, there can be no assurance that we will be able to comply with the financial or other covenants prescribed under the documentation for our financing arrangements or that we will be able to obtain consents necessary to take the actions that may be required to operate and grow our business in the future. Further, if we fail to service our debt obligations, the lenders have the right to enforce the security created in respect of our secured borrowings. A default under certain of our financing agreements may also result in cross-defaults under other financing agreements and result in the outstanding amounts under such other financing agreements becoming due and payable immediately. If the lenders choose to enforce security and dispose our assets to recover the amounts due from us, our business, financial condition and results of operations may be adversely affected. Any failure to comply with the conditions and covenants in our financing agreements or the creation of additional encumbrances that is not waived by our lenders or guarantors or otherwise cured or occurrence of a material adverse event could lead to an event of default and consequent termination of our credit facilities or acceleration of amounts due under such facilities could adversely affect our business, financial condition, results of operations and cash flows. From time to time, our Company’s plans may change due to changing circumstances, new business developments, new challenges or investment opportunities or unforeseen contingencies. If our Company’s plans change or if our Company is required to adapt to changing circumstances or business realities, our Company may need to obtain additional financing to meet inter alia capital expenditure requirements. Such financing may be in the form of debt funding, which may be raised through borrowings from commercial banks, issue of debentures or other debt securities. If our Company raises funds in future by incurring additional debt, the interest and debt repayment obligations of our Company will increase, and our Company may be subject to supplementary or new covenants, which could limit the ability to access cash flow from operations and/or other means of financing by our Company. Moreover, these additional funds could come at a higher cost which may impact the profitability of our Company. Further, our Company cannot assure you that it will be able to obtain adequate financing to find future capital requirements on acceptable terms, in time. 5235. We have employee benefit expenses, such as salaries, wages and bonus, contribution to provident and other funds and staff welfare expenses. In case we face an increase in employee costs that we are unable to pass on to our customers, we may be prevented from maintaining our competitive advantage and our profitability may be impacted. We incur various employee benefit expenses, including salaries, wages and bonus, contribution to provident, expenditure incurred in attracting and retaining skilled professionals and other funds and staff welfare expenses. The table below sets out the number of employees, employee benefit expenses in absolute term and as a percentage of the total expenses incurred by the Company for the periods indicated below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Number of employees (including contract labour) 1,497 1,133 976 Employee benefit expenses (in ₹ million) 429.32 308.55 245.76 Percentage of Total Expenses (%) 5.65% 5.05% 4.81% Our salaries and wages may increase in the future due to various factors, including ordinary course pay increases, inflation, a rise in minimum wage levels, competition for talent or through changes in regulations in the jurisdictions from where we deliver our products. In the event welfare requirements under labour regulations applicable to us are changed, which leads to an increase in employee benefits payable by us, whether as a result of a negotiated increase by our employees or due to changes in applicable laws, there can be no assurance that we will be able to recover such increased amounts from our customers in a timely manner, or at all. Our profit margins may get adversely impacted if we are unable to pass on such costs and cost increases to our customers on a concurrent basis. Unless we can maintain appropriate resource utilization levels and continue to increase the efficiency and productivity of our employees, the increase in employee benefits expense in the long term may reduce our profits and affect our ability to compete in the networking cables manufacturing industry, which in turn could adversely affect our business, results of operations and financial condition. Further, our business depends upon our ability to attract, develop, motivate, retain and effectively utilize skilled professionals. We believe that there is significant competition in our industry for such professionals who possess the technical and domain skills and the experience necessary to deliver our products, and that such competition is likely to continue for the foreseeable future. Our ability to properly staff engagements, to maintain and renew existing engagements and to win new engagements depends, in large part, on our ability to hire and retain qualified personnel. Further, 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. If labour laws become more stringent, it may become difficult for us to maintain flexible human resource policies, discharge employees or downsize, any of which could have an adverse effect on our business, results of operations, financial condition and cash flows. Increased hiring by our competitors and other businesses may lead to a shortage in the availability of qualified personnel in the locations where we operate and hire. Failure to hire and train or retain qualified personnel in sufficient numbers could adversely affect our business, results of operations and financial condition. 36. Improper storage, processing and handling of our raw materials, work in progress and finished goods could damage our inventories and, as a result, have an adverse effect on our business, results of operations and cash flows. In the event that our raw materials, work in progress and finished goods are improperly stored, processed or handled, the quality our raw materials, work in progress or finished foods, could be affected. Further, this could also result in damage to our raw materials, work in progress and finished goods. As a result, our production outputs could be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. 37. Information relating to the historical installed capacities of our Manufacturing Facilities included in this Draft Red Herring Prospectus may be based on certain assumptions and estimates by the chartered engineer verifying such information and future production and capacity utilisation may vary. Information relating to our installed capacities and the historical capacity utilisation of our Manufacturing Facilities included in this Draft Red Herring Prospectus may be based on certain assumptions and estimates, including assumptions relating to availability and quality of raw materials and assumptions relating to potential utilization levels and operational efficiencies. While we have obtained a certificate dated July 10, 2025 from Manoj Kumar Jain, independent chartered engineer, in relation to installed and utilized capacity and actual production levels, future 53capacity utilisation rates may vary significantly from the historical capacity utilisation rates. In addition, capacity utilisation is calculated differently in different companies, countries, industries and for the kinds of products we manufacture. Actual utilisation rates may differ significantly from the estimated installed capacities or historical estimated capacity utilization information of our facilities. We make significant decisions, including determining the levels of business that we shall seek and accept, production schedules, personnel requirements and other resource requirements, based on our internal estimates and targets and strive to ensure that our production capacity is, at all times, utilized at optimum levels. If we are unable to fully utilize our installed capacities in the future, there could be a negative impact on our cost and profitability and thereby adversely affecting our financial condition. Undue reliance should therefore not be placed on our installed capacity or historical estimated capacity utilisation information for our existing facilities included in this Draft Red Herring Prospectus. For further details of our production and capacity utilization, see “Our Business” on page 193. 38. The Offer Price, market capitalisation to revenue multiple and price to earnings ratio based on the Offer Price of our Company, may not be indicative of the market price of the Equity Shares on listing. Our market capitalisation (based on the Offer Price) to revenue (Fiscal 2025) multiple is [●] times; our market capitalisation (based on the Offer Price) to price to earnings ratio (based on profit after tax for Fiscal 2025) is [●] at the upper end of the Price Band. The Offer Price will be determined by our Company in consultation with BRLMs based on various factors and assumptions. Furthermore, the Offer Price of the Equity Shares will be determined by our Company in consultation with BRLMs through the Book Building Process, and will be based on numerous factors, including factors as described under “Basis for the Offer Price” beginning on page 119 and may not be indicative of the market price for the Equity Shares after the Offer. Accordingly, the Offer Price, multiples and ratio may not be indicative of the market price of the Equity Shares on listing or thereafter. The factors that could affect the market price of the Equity Shares include, among other, broad market trends, our financial performance and results post-listing, and other factors beyond our Company’s control. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The relevant financial parameters based on which the Price Band would be determined, shall be disclosed in the advertisement that would be issued for publication of the Price Band. The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions specific to the industry we operate in, developments relating to India, announcements by us or our competitors of significant acquisitions, strategic alliances, announcements by third parties or governmental entities of significant claims or proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes in economic, legal and other regulatory factors. As a result, the market price of the Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Offer Price. 39. In the event our contingent liabilities and capital commitments materialize, our financial condition and profitability may be adversely affected. The following table sets forth certain information relating to our contingent liabilities and capital commitments in accordance with Ind AS 37 as of March 31, 2025: Particulars As of March 31, 2025 (i) Contingent liabilities: Guarantees issued by Banks 27.68 Letter of credit given by the bank on behalf of the Company 1,020.14 (ii) Commitments Estimated amount of contracts remaining to be executed on 242.31 capital account and not provided for (net of advances) Total 1,290.13 We cannot assure you that these contingent liabilities shall not become established as liabilities. In the event any of these contingent liabilities become established as liabilities, it may have an adverse effect on our financial condition and results of operations. Further, there can be no assurance that we shall not incur similar or increased levels of contingent liabilities in the future. For further details, see also “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 334. 40. Our Corporate Office, Registered Office, land on which the Manufacturing Facilities are located and a guest house are located on leased premises. There can be no assurance that these lease agreements shall be renewed upon 54termination or that we shall be able to obtain other premises on lease on same or similar commercial terms, which could adversely affect our business, results of operations, financial conditions and cash flows. Our Corporate Office, Registered Office, the land on which the Manufacturing Facilities are located and a guest house are held on a leasehold basis. The tenure of Unit I and Unit II of our Manufacturing Facilities is 99 years. For details, see “Our Business – Properties” on page 220. Our leases may expire in ordinary course. We cannot assure you that we shall continue to be able to operate out of our existing premises or renew our existing leases at favorable terms or at all. Any such event may adversely impact our operations and cash flows and may divert management attention from our business operations. In case of any encumbrance or adverse impact or deficiency in the title of the owners or development rights from whose premises we operate, breach of the contractual terms of any lease, or if any of the owners of these premises do not renew the agreements under which we occupy the premises, or if they seek to renew such agreements on terms and conditions unfavourable to us, or if they terminate our agreements, we may suffer a disruption in our operations and shall have to look for alternate premises. In the event of relocation, we may be required to obtain fresh regulatory licenses and approvals. Until we receive these, we may suffer disruptions in our operations and our business which may adversely affect our financial condition. Our Company has entered into a rent agreement dated May 1, 2025, with our Promoter, Vipul Nagpal in relation to the Registered Office of our Company for a period of eleven months commencing from May 1, 2025 till March 31, 2026. Further, our, Group Company and a member of our Promoter Group, Orient Networks Private Limited, in which our Promoters, Vipul Nagpal and Garima Nagpal, hold 99% and 1% of the share capital, respectively, has given on rent the Corporate Office to our Company for a period of three years from May 1, 2024, till March 1, 2027, which may result in a conflict of interest with lessors of immovable property. If any conflict of interest arises in the future between our Promoter, members of the Promoter Group, Company, KMPs, Directors and Group Companies and its directors, and lessors of immovable properties, which are crucial for the operations of our Company, it may result in an adverse effect on our business and results of operations. 41. We are dependent on third party transportation and logistics service providers. Any defect, damage or destruction caused to our products during the process of delivery could adversely affect our business, financial condition and results of operations. We largely rely on third party transportation and logistics providers for delivery of our raw materials and products. We do not have any long-term contractual arrangements with such third-party transportation and logistics providers. Disruptions of logistics could impair our ability to procure raw materials and/or deliver our products on time, which could materially and adversely affect our business, financial condition and results of operations. We are subject to the risk of increases in freight costs. If we cannot fully offset any increase in freight costs, through increase in the prices for our products, we would experience lower margins. In addition, any increase in export tariffs also will increase expenses which in turn may adversely affect our business, financial condition and results of operations. Further, since we provide products to overseas customers we are heavily reliant on water transportation and the ports located near our Manufacturing Facilities. 42. The success of our business depends substantially on our strong management, including our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel, and on our operational workforce. Our inability to retain them or to recruit highly skilled technical personnel that are necessary for our business could adversely affect our business. Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key Managerial Personnel and our Senior Management Personnel as well as our ability to attract and retain skilled personnel. Any loss of our Promoters, Directors, Key Managerial Personnel, Senior Management Personnel or our ability to attract and retain them and other skilled personnel could adversely affect our business, financial condition and results of operations. We depend on the management skills and guidance of our Promoters for development of business strategies, monitoring their successful implementation and meeting future challenges. Further, we also significantly depend on the expertise, experience and continued efforts of our Directors, Key Managerial Personnel and our Senior Management Personnel. Our future performance will depend largely on our ability to retain the continued service of our management team. If one or more of our Key Managerial Personnel or Senior Management Personnel are unable or unwilling to continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and our business, financial condition and results of operations could be adversely affected. In addition, we may require a long period of time to hire and train replacement personnel when personnel with technical expertise terminate their employment with us. We may also be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting and retaining personnel with technical expertise that our business requires. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our Company’s attrition rate was 5518.83%, 23.27% and 22.40% respectively. The loss of the services of such persons could have an adverse effect on our business, results of operations, cash flows and financial condition. There is significant competition for management and other skilled personnel in the cable manufacturing industry in which we operate, and it may be difficult to attract and retain the personnel we require in the future. There can be no assurance that our competitors will not offer better compensation packages, incentives and other perquisites to such skilled personnel. In the event that we are not able to attract and retain talented employees as required for conducting our business, or if we experience high attrition levels which are largely out of our control, or if we are unable to motivate and retain existing employees, our business, financial condition and results of operations may be adversely affected. For further details, see “Our Management” on page 239. 43. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have an adverse effect on our business. We face the risk of loss resulting from damages to our products and property, product liability, contractual, warranty, and other lawsuits, whether or not such claims are valid. In addition, our insurance may not be adequate to cover such claims or may not be available to the extent we expect. While no such incident has occurred in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that such an instance may not occur in the future. For details of the insurance policies that we maintain, see “Our Business – Insurance” on page 219. A successful claim that exceeds or is not covered by our policies could require us to pay substantial sums. Our Company has maintained various insurance policies, in amounts that we believe are commercially appropriate. The table below sets out the total insured net tangible assets as well as the percentage of insurance coverage as of March 31, 2025, March 31, 2024 and March 31, 2023: Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023 Insurance Coverage (in ₹ million) 690.49 496.58 457.58 Total net tangible assets (excluding 1,008.23 283.05 337.73 intangible assets and deferred tax assets)* (in ₹ million) Total coverage of net tangible assets (in %) 68.49% 175.44% 135.49% * Total net tangible assets includes Building, Plant & Machinery and furniture & fixtures We maintain insurance policies that we believe are customary for companies operating in our industry and which are necessary for our business. Our principal types of insurance coverage include, inter alia, burglary insurance policy, general insurance policy, fire insurance policy, commercial general liability policy, trade credit insurance policy, motor vehicle insurance policy and marine export import insurance policy. We have also obtained a group health insurance policy for our employees and Laghu Udyam Suraksha to insure assets at our Manufacturing Facilities including furniture and fixtures, plant and machinery, buildings and stock. Although, we attempt to obtain coverage for and mitigate our liability for damages arising from negligent acts, errors or omissions through insurance policies, our liability may sometimes not be covered as a result of the limitations of liability set forth in our insurance policies. In such event, our insurance policies may not protect us from liability for damages, which may lead to financial liability and other adverse consequences. In Fiscal 2025, our total net tangible assets were not fully covered by insurance. In the event of damage or loss, we may be exposed to potential liabilities and may be required to bear significant costs. Obtaining adequate insurance coverage to mitigate such risks may also involve incurring additional expenses. Further, while we believe that adequate insurance coverage shall be available in the future, there can be no assurance that such coverage shall be available at costs and terms acceptable to us or that such coverage shall be adequate with respect to future claims that may arise. If we are not able to adequately insure against the risks we face, or the insurance coverage we have taken is inadequate to cover our losses, our business, financial condition and results of operations could be adversely affected. In addition, our insurance policies are subject to annual review, and there can be no assurance that we shall be able to renew these policies on similar or otherwise acceptable terms, or at all. If we were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our insurance policies, it could have an adverse effect on our financial condition, results of operations and cash flows. 44. Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks. Certain sections of this Draft Red Herring Prospectus include information based on, or derived from, the 1Lattice Report or extracts of the 1Lattice Report prepared by 1Lattice, which is not related to our Company, Directors, Promoters, KMPs, SMPs or the Book Running Lead Managers. We commissioned and paid for this report for the purpose of confirming our understanding of the industry in connection with the Offer. All such information in this Draft Red Herring Prospectus indicates the 1Lattice Report as its source. Accordingly, any information in this Draft 56Red Herring Prospectus derived from, or based on, the 1Lattice Report should be read taking into consideration the foregoing. Industry sources and publications are prepared as a general summary of matters on the basis of their interpretation of the publicly available information, their experiences and the information provided to them, and should not be treated as a substitute for a specific business advice concerning individual matters, situations or concerns. Further, the 1Lattice Report expresses no opinion, warranty, representation or any other form of assurance on the historical or prospective financial statements, management representations, or other data of the Company included in or underlying the accompanying information. Accordingly, you should not place undue reliance on, or base their investment decision solely on this information. 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 Draft Red Herring Prospectus based on, or derived from, the 1Lattice Report. You should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus based on, or derived from, the 1Lattice Report before making any investment decision regarding the Offer. See “Industry Overview” on page 136. For the disclaimers associated with the 1Lattice Report, see “Certain Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation- Industry and Market Data” on page 26. 45. We have in the past entered into related party transactions and may continue to do in the future, which may potentially involve conflict of interest with the equity shareholders. We have entered into transactions with related parties in the past and we may continue to do so in the future. These related party transactions include, inter alia, sale of goods, interest received, loan given, sale of service, purchase of goods and expenses paid. All such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and applicable law. We cannot assure you that we will receive similar terms in our related party transactions in the future, and that we could not have achieved more favourable terms had such transactions been entered into with unrelated parties. It is likely that our future related party transactions may potentially involve conflicts of interest which may be detrimental to us. We cannot assure you that such transactions, individually or in the aggregate, shall not have an adverse effect on our business, financial condition, and results of operations. For details of the related party transactions see “Restated Financial Information – Note 46” on page 312. For details of a summary of the related party transactions for Fiscals ended March 31, 2025, 2024 and 2023 as per Ind AS 24 – Related Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated Financial Information, see “Offer Document Summary - Summary of related party transactions” on page 18. The table below sets out the sum of related party transactions for each of the years set out below, together with such sum of related party transactions as a percentage of our revenue from operations for the respective periods: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Sum of related party transactions involving the 301.68 169.97 60.46 Company (in ₹ millions) As a percentage of revenue from operations (%) 3.66% 2.58% 1.11% Note: Total Related party transactions involving Company means absolute sum of all related party transactions. 46. Certain Non-GAAP financial measures and other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus. Certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) measures presented in this Draft Red Herring Prospectus such as EBITDA, EBITDA Margin, Return on Capital Employed, Return on Equity, Net Working Capital Days, Net Debt/ Equity Ratio, Net Debt/EBITDA, Gross Fixed Asset Turnover Ratio CAGR, PAT Margin are a supplemental measure of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP measures, and other statistical and other information relating to our operations and financial performance, may not be computed on the basis of any standard methodology that is applicable across the industry and, therefore, a comparison of similarly titled Non-GAAP measures or statistical or other information relating to operations and financial performance between companies may not be possible. Other companies may calculate the Non-GAAP measures differently from us, limiting their usefulness as a comparative measure. Although the Non-GAAP measures are not a measure of performance calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s management believes that they are useful information in relation to our business and financial performance. 57In addition, these Non-GAAP financial measures are not standardized terms, hence a direct comparison of these Non- GAAP financial measures between companies may not be possible. However, such information may not be computed on the basis of any standard methodology that is applicable across the industry and may not be comparable to financial measures and statistical information 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. Such information may also not be comparable to titled measures presented by other companies and may have limited usefulness as a comparative measure. If investors make investment decisions based on non-GAAP financial measures and other statistical information disclosed by us that are inaccurate, we may also face potential lawsuits or disputes with investors or regulators, which could adversely affect our business, reputation, results of operations and financial condition. 47. Our Promoters, certain of our Directors, Key Managerial Personnel and Senior Management Personnel may have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits. Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be deemed to be interested to the extent of Equity Shares held by them and by members of our Promoters Group, as well as to the extent of any dividends, perquisites, employee stock options or other distributions on such Equity Shares. Vipul Nagpal, Garima Nagpal and Vardaan Nagpal who are the Promoters of the Company also have an interest in the promotion or formation of our Company. One of our Promoters, Vipul Nagpal also receives rent from our Company for the Registered Office. For further details, see “Capital Structure”, “Our Promoters and Promoter Group”, “Offer Document Summary- Summary of Related Party Transactions” and “Our Management” beginning on pages 88, 258, 18 and 239, respectively. 48. Some of our Directors and Promoters may have interest in entities, which are in businesses similar to ours and this may result in conflict of interest with us. Further, our Promoters may enter into ventures that may lead to real or potential conflicts of interest with our business. As of the date of this Draft Red Herring Prospectus, some of our Directors and Promoters are interested in certain Group Companies, Promoter Group and the Subsidiary that are engaged in the same business as ours. Further, our Promoters may become involved in ventures that may potentially compete with our Company. The interests of our Promoters may conflict with the interests of our other Shareholders and our Promoters may, for business considerations or otherwise, cause our Company to take actions, or refrain from taking actions, in order to benefit themselves instead of our Company’s interests or the interests of its other Shareholders and which may be harmful to our Company’s interests or the interests of our other Shareholders, which may materially adversely impact our business, financial condition, results of operations and cash flows. Vipul Nagpal our Promoter and Chairman and Managing Director and Garima Nagpal, our Promoter and Whole-time Director, are associated as directors with Orient Networks Private Limited, our Group Company and a member of the Promoter Group, which is authorized by its memorandum of association to carry out the business of inter alia, manufacturing, exporting, importing of fibre optic cable, networking copper cable, data cable, CCTV cable, coaxial cables, control cables, earthing cables, grounding cables, instrumentation cables, round flexible cables and domestic wires. However, as on the date of this Draft Red Herring Prospectus, Orient Networks Private Limited is not engaged in any business operations. In order to avoid any instances of conflict of interest, our Company and Orient Networks Private Limited have entered into an agreement dated June 20, 2025 (the “Non-Compete Agreement”). Pursuant to the Non-Compete Agreement, our Company and Orient Networks Private Limited have agreed to not directly or indirectly engage with each other’s customers, suppliers and vendors. We cannot assure you that our Directors, Subsidiary, our Promoter Group and our Group Companies will not provide competitive services or otherwise compete in business lines in which we are already present or will enter into in the future. In such event, our business, financial condition and results of operations may be adversely affected. For details, see “Our Management – Interest of Directors”, “Our Subsidiary – Common pursuits” and “Our Group Companies – Common pursuits” on pages 243, 237 and 264, respectively. 49. A majority of Directors on our Board do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of our Company from a listing perspective. Except for Garima Dhamija, our Directors do not have prior experience as directors of companies listed on recognized stock exchanges. While our Directors have experience in the various industries, directors of listed companies have a wide range of responsibilities, including, among others, ensuring compliance with continuing listing obligations, monitoring and overseeing management, operations, financial condition and trajectory of the company. We cannot assure you that our Directors will be able to adequately advice or guide our Company after we become a listed company, due to their lack of prior experience as directors of companies listed on recognized stock exchanges. 58Accordingly, we will get limited guidance from them and accordingly, may fail to adhere to requirements in connection with disclosure controls, procedures and internal control as required for a listed entity under the applicable law. 50. Our Promoters and certain members of our Promoter Group shall continue to retain significant control in our Company after the Offer, which shall allow them to influence the outcome of matters submitted to shareholders for approval. Such a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control. As on date of this Draft Red Herring Prospectus, our Promoters collectively hold 102,034,800 Equity Shares aggregating to 99.99% of the pre-Offer issued, subscribed and paid-up capital of our Company. After the completion of this Offer, our Promoters and certain members of our Promoter Group shall continue to hold significant shareholding in our Company. As a result, our Promoters and certain members of our Promoter Group shall continue to exercise significant control over us, including being able to control the composition of our Board of Directors and determine decisions requiring simple or special majority voting, and our other shareholders shall be unable to affect the outcome of such voting. Our Promoters and certain members of our Promoter Group may take or block actions with respect to our business, which may conflict with our interests or the interests of our minority shareholders, such as actions which delay, defer or cause a change of our control or a change in our capital structure, merger, consolidation, takeover or other business combination involving us, or which discourage or encourage a potential acquirer from making a tender Offer or otherwise attempting to obtain control of us. We cannot assure that our Promoters and certain members of our Promoter Group shall act in our interest while exercising their rights in such entities, which may in turn materially and adversely affect our business and results of operations. We cannot assure you that our Promoters and certain members of our Promoter Group shall act to resolve any conflicts of interest in our favour. If our Promoters and certain members of our Promoter Group sells a substantial number of the Equity Shares in the public market, or if there is a perception that such sale or distribution could occur, the market price of the Equity Shares could be adversely affected. No assurance can be given that such Equity Shares that are held by the Promoters shall not be sold any time after the Offer. 51. The objects of the Offer for which funds have been raised and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution. The deployment of funds is entirely at the discretion of our management and as per the details mentioned in the section titled “Objects of the Offer”. Any revision in the estimates may require us to reschedule our expenditure and may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our business, financial condition and results of operations may be adversely affected. We intend to utilise the Net Proceeds of the Offer as set forth in “Objects of the Offer” on page 107. The funding requirements mentioned for the objects of the Offer are purely based on internal management estimates and have not been appraised by any bank or financial institution. They are based on current conditions and are subject to change in external circumstances such as financial and market conditions, business and strategy, competition, negotiation with suppliers, variation in cost estimates on account of factors, including changes in design or configuration of the equipment due to variation in prices which may not be within the control of our management. Our actual expenditure may exceed our internal estimates which may have a bearing on our expected revenues and earnings further requiring us to reschedule our planned expenditure. Further, the deployment of the funds towards the Objects of the Offer is entirely at the discretion of our management. The exact amounts that shall be utilised from the Net Proceeds towards the stated Objects shall depend upon our business plans, market conditions, our Board’s analysis of economic trends and business requirements, competitive landscape, as well as general factors affecting our results of operations, financial condition and access to capital. Further, if there are any delays or cost overruns, our business, financial condition and results of operations may be adversely affected. Various risks and uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. We may also use funds for future businesses which may have risks significantly different from what we currently face or may expect. Accordingly, use of the Net Proceeds for purposes identified by our management may not result in actual growth of our business, increased profitability or an increase in the value of our business. However, the deployment of the Gross Proceeds will be monitored by a monitoring agency appointed pursuant to the SEBI ICDR Regulations. 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. Accordingly, prospective investors in the Offer will need to rely upon our management’s judgment with respect to the use of Net Proceeds. If we are unable to deploy the Net Proceeds in a timely or an efficient manner, it may affect our business and the results of operations. For further details, see “Objects of the Offer” beginning on page 107. 5952. Variation in the utilisation of Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval. We intend to use the net proceeds raised pursuant to the Fresh Issue as set forth under “Objects of the Offer” on page 107. 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. However, we will have flexibility in utilizing the balance Net Proceeds, if any, for general corporate purposes, subject to such utilisation not exceeding 25% of the Gross Proceeds from the Fresh Issue in accordance with Regulation 7(2) of the SEBI ICDR Regulations. Further, our Promoters 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 the Promoters to provide an exit opportunity to such dissenting shareholders may deter the Promoters 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 Promoters of our Company will have adequate resources at their disposal at all times to enable them 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 Issue to use any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Draft Red Herring Prospectus, 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. 53. We will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholders will receive the Net Proceeds from the Offer for Sale. The Offer consists of a Fresh Issue and an Offer for Sale. The Promoter Selling Shareholders shall be entitled to the Net proceeds from the Offer for Sale, which comprise proceeds from the Offer for Sale net of Offer expenses shared by the Promoter Selling Shareholder, and our Company will not receive any proceeds from the Offer for Sale. 54. We cannot assure payment of dividends on the Equity Shares in the future. 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 ability to pay dividends in the future will depend on a number of factors identified in the dividend policy of our Company, liquidity position, profits, capital requirements, financial commitments and financial requirements including business expansion plans, cost of borrowings, other corporate actions and other relevant or material factors considered relevant by our Board, and external factors, such as the state of the economy and capital markets, applicable taxes, regulatory changes and other relevant or material factors considered relevant by our Board. The declaration and payment of dividends will be recommended by the Board of Directors and/ or approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association, Dividend Policy, 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. We cannot assure you that we will be able to pay dividends in the future. Accordingly, realisation of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares. There is no assurance that our Equity Shares will appreciate in value. 55. Employee misconduct or failure of our internal processes or procedures could harm us by impairing our ability to attract and retain customers and subject us to significant legal liability and reputational harm, which could adversely affect our reputation, business, results from operations, financial conditions and cash flows. Our business is exposed to the risk of employee misconduct or the failure of our internal processes and procedures. For example, misconduct by employees could involve the improper use or disclosure of confidential information, which could result in costly litigation and serious reputational or financial harm. While we strive to monitor, detect and prevent fraud or misappropriation by our employees, through various internal control measures and internal policies, the precautions we take to prevent and detect such activity may not be effective in all cases and we may be unable to adequately prevent or deter such activities in all cases. While we have not experienced such issues in the past, there could be instances of fraud and misconduct by our employees which may go unnoticed for certain periods of time before corrective action is taken. In addition, we may be subject to regulatory or other proceedings, including claims for alleged negligence, in connection with any such unauthorized transaction, fraud or misappropriation by our 60employees, which could adversely affect our goodwill, business prospects and future financial performance. Even when we identify instances of fraud and other misconduct and pursue legal recourse or file claims with our insurers, there can be no assurance that we shall recover any amounts lost through such fraud or other misconduct. We may also be subject to theft or embezzlement by our employees, suppliers or third-party transportation or logistics services provider, which may result in loss of our inventory. Although, there have been no incidents of theft or embezzlement in Fiscal 2025, Fiscal 2024 and Fiscal 2023 and we have set up various security measures at our Manufacturing Facilities, such as robust financial and operational internal controls, periodic internal and third party audits, implementation of ISO approved standard operating procedures and deployment of security guards there can be no assurance that we will not experience any theft, embezzlement, loss of stock in transit or similar incidents in the future, which could adversely affect our reputation, results of operations, financial condition and cash flows. 56. We track certain operational metrics with internal systems and tools. Certain of our operational metrics are subject to inherent challenges in measurement which may adversely affect our business and reputation. We track certain operational metrics, including transaction volumes and key business metrics such as EBITDA, EBITDA Margin, Return on Capital Employed, Return on Equity, Net Working Capital Days, Net Debt/ Equity Ratio, Net Debt/EBITDA, Gross Fixed Asset Turnover Ratio among others, with internal systems and tools which may differ from estimates or similar metrics published by third parties due to differences in sources, methodologies, or the assumptions on which we rely. Our internal systems and tools may have limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected changes to our metrics. If the internal systems and tools we use to track these metrics undercount or over count performance or contain algorithmic or other technical errors, the data we report may not be accurate. Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, we expect that our business, reputation, results of operations and financial condition would be adversely affected. 57. We may have, in the last one year, issued Equity Shares at a price that could be lower than the Offer Price. The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date. We may have, in the last one year prior to filing this Draft Red Herring Prospectus, issued Equity Shares at a price that could be lower than the Offer Price. For further details, see “Capital Structure – Notes to Capital Structure – Issue of shares at a price lower than the Offer Price in the last one year” on page 94. 58. Upon listing, we may be subject to additional costs/unanticipated expenses arising from the obligations that a listed public company has to comply with, under the applicable regulatory framework in India. 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 public company, we shall incur legal, accounting, insurance and other expenses that we have not incurred as an unlisted public company, including costs associated with listed company reporting and corporate governance requirements. We expect that rules and regulations shall increase our legal and financial compliance costs and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. Laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. Laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our senior management. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting, fines, sanctions and other regulatory action and potentially civil litigation. Any such action could adversely affect our business, financial condition and results of operations and cash flow.’ For instance, we shall be subject to the Listing Regulations which shall require us to file audited annual and unaudited quarterly reports with respect to our business and financial condition. If we experience any delays, 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 shall 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 shall 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 61flows. In addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting knowledge, but there can be no assurance that we shall be able to do so in a timely and efficient manner. 59. We may be exposed to the risks of significant breaches of data security, and malfunctions or disruptions of information technology systems which may have an adverse effect on our business and results of operations. We have deployed information technology systems , which assists us with various functions including material management, production sales financial and accounting, quality management and human resource functions. We have implemented SAP, operations related and business process datasheet portal and other employee related software. These technology initiatives are intended to increase productivity and operating efficiencies, they may not achieve such intended results. These systems may be potentially vulnerable to data security breaches, whether by employees or others, which may result in unauthorized persons getting access to sensitive data. Such data security breaches could lead to the loss of data related to our products and other proprietary information could be compromised. These systems are also susceptible to outages due to telecommunications failures, natural disasters, computer viruses or malware, break-ins and similar events. While we have not had any such incidents or data breaches in Fiscal 2025, Fiscal 2024 and Fiscal 2023, we cannot assure you that incidents may not occur in the future. Effective response to such disruptions or malfunctions shall require effort and diligence on the part of our third-party distribution partners and employees to avoid any adverse effect to our information technology systems. External Risks 60. A slowdown in economic growth in India could cause our business to suffer. Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices could adversely affect our business. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could also adversely affect our business, financial condition, results of operations and prospects. India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy could adversely affect the policy of the GoI towards our industry, which may in turn adversely affect our financial performance and our ability to implement our business strategy. The Indian economy is also influenced by economic development and market conditions in other countries, particularly emerging market conditions in Asia. A decline in India’s foreign exchange reserves and exchange rate fluctuations may also affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition. A loss of investor confidence in other emerging market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely affect our business, financial condition, results of operations and prospects. India has experienced instances of social, religious and civil unrest and hostilities between neighboring countries from time to time. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy negatively. Further, other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our expansions; volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary policies, like application of GST; political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries; occurrence of natural or man- made disasters; infectious disease outbreaks or other serious public health concerns; prevailing regional or global economic conditions, including in India’s principal export markets; and other significant regulatory or economic developments in or affecting India or its financial services sectors. Any slowdown or perceived slowdown in the economic growth of the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, financial condition and results of operations, and the price of the Equity Shares. 6261. Our business is affected by global economic conditions, which may have an adverse effect on our business, financial condition, results of operations and prospects Our business depends substantially on global economic conditions. Financial turmoil in Asia, U.S. and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including India. Financial disruptions may occur and could harm our business, results of operations and financial condition. The global credit and equity markets have experienced substantial dislocations, liquidity disruptions and market corrections in recent years. Financial markets and the supply of credit could continue to be negatively impacted by ongoing concerns surrounding the sovereign debts and/or fiscal deficits of several countries in Europe, the possibility of further downgrades of, or defaults on, sovereign debt, concerns about a slowdown in growth in certain economies and uncertainties regarding the stability and overall standing of the European Monetary Union. A loss of investor confidence in the financial systems of other emerging markets may cause increased volatility in the Indian financial markets and indirectly in the Indian economy in general. Any worldwide financial instability could influence the Indian economy. In response to such developments, legislators and financial regulators in the United States, Africa and other jurisdictions, including India, have implemented several policy measures designed to add stability to the financial markets. In addition, any increase in interest rates by the United States Federal Reserve will lead to an increase in the borrowing costs in the United States which may in turn impact global borrowing as well. Furthermore, in several parts of the world, there are signs of increasing retreat from globalization of goods, services and people, as pressure for the introduction of a protectionist regime is building and such developments could adversely affect Indian exports. However, the overall impact of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. In the event that the current adverse conditions in the global credit markets continue or if there is any significant financial disruption, this could have an adverse effect on our business, results of operations and financial condition. Recent developments in the ongoing conflict between Russia and Ukraine and in the state of Israel has resulted in and may continue to result in a period of sustained instability across global financial markets, induce volatility in commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India. A prolonged war or a protracted period of hostilities may lead to global economic disturbances. If we are unable to successfully anticipate and respond to changing economic and market conditions, our business, results of operations and financial condition and prospects may be adversely affected. 62. 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. Natural disasters (such as typhoons, cyclones, storms, tsunamis, fires, explosions, flooding, and/or earthquakes), epidemics, pandemics such as COVID-19, and man-made disasters, including acts of war, military actions, 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, and results of operations. Developments in the ongoing conflict between Russia and Ukraine has resulted in and may continue to result in a period of sustained instability across global financial markets, induce volatility in commodity prices, adversely impact availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India. Our operations may be adversely affected by fires, natural disasters, and/or severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require us to evacuate personnel and suspend operations. India has experienced instances of social, religious and civil unrest and hostilities between neighbouring countries from time to time. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy negatively. 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. 63A 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 SARS-CoV-2 virus. Any future outbreaks of SARS-CoV-2 virus or a similar contagious disease could adversely affect the global economy and economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material adverse effect on our business and the trading price of the Equity Shares. Further, other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our expansions; volatility in, and actual or perceived trends in trading activity on, India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary policies, like application of GST; 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; infectious disease outbreaks or other serious public health concerns; prevailing regional or global economic conditions, including in India’s principal export markets; and other significant regulatory or economic developments in or affecting India or its financial services sectors. Any slowdown or perceived slowdown in the economic growth of the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, financial condition and results of operations, and the price of the Equity Shares. Our performance and the growth of our business depend on the overall performance of the Indian economy as well as the economies of the regional markets in which we operate. 63. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our customers 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 wages 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 increase the price of our products to pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely affected. Further, the Government of India 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. 64. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax laws, may adversely affect our business, prospects and results of operations. The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances mentioned below, may adversely affect our business, results of operations, financial condition, cash flows and prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy. For instance, the Government of India has announced the union budget for the Financial Year 2024-25 pursuant to which the Finance Act 2024 has introduced various amendments to taxation laws in India. As such, there is no certainty on the effect that the Finance Act 2024 may have on our business and operations or on the industry in which we operate. Further, the Government of India introduced new laws relating to social security, occupational safety, industrial relations and wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labour legislations, which were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The Government of India has deferred the effective date of implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified. Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming into force of these codes could increase the financial burden on our Company, which may adversely affect our profitability. For instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such that where an employee receives more than half (or such other percentage as may be notified by the Central Government) of their total remuneration in the form of allowances and other amounts that are not included within the definition of wages under the Social Security Code, the excess amount received shall be deemed as remuneration and accordingly 64be added to wages for the purposes of the Social Security Code and the compulsory contribution to be made towards the employees’ provident fund. The Digital Personal Data Protection Act, 2023 (“DPDP Act”) which has received the assent of the President on August 11, 2023, provides for personal data protection and privacy of individuals, regulates cross border data transfer, and provides several exemptions for personal data processing by the Government. It also provides for the establishment of a Data Protection Board of India for taking remedial actions and imposing penalties for breach of the provisions of the DPDP Act. It imposes restrictions and obligations on data fiduciaries, resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under the DPDP Act. Further, on July 1, 2024, the Government implemented The Bharatiya Nyaya Sanhita, 2023, Bharatiya Nagrik Suraksha Sanhita, 2023 and Bhartiya Sakshya Adhiniyam, 2023, which have replaced the Indian Penal Code, 1860, Code of Criminal Procedure, 1973 and the Indian Evidence Act, 1872, respectively. The effect of the provisions of these on us and the litigations involving us cannot be predicted with certainty at this stage. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur increased costs and other burdens relating to compliance with 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, financial condition, cash flows and prospects. Uncertainty in the application, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, 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 affect the viability of our current business or restrict our ability to grow our businesses in the future. 65. We may be affected by competition laws in India and any adverse application or interpretation of the Competition Act could in turn adversely affect our business. The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India and has mandated the Competition Commission of India to regulate such practices. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. Further, any agreement among competitors which, directly or indirectly, involves determination of purchase or sale prices, limits or controls production, or shares the market by way of geographical area or number of subscribers in the relevant market is presumed to have an appreciable adverse effect in the relevant market in India and shall be void. The Competition Act also prohibits abuse of a dominant position by any enterprise. The Competition Commission of India (Procedure in regard to the transaction of business relating to combinations) Regulations 2011 (“Combination Regulations”) 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. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an appreciable adverse effect in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Further, the Competition Commission of India 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 in India. However, the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. We do not have any outstanding notices in relation to non-compliance with the Competition Act or the agreements entered into by us. The Government of India has also passed the Competition (Amendment) Act, 2023 on April 11, 2023, which has made several amendments to the Competition Act. These amendments include the introduction of deal value thresholds for assessing whether a merger or acquisition qualifies as a “combination”, expedited merger review timelines, codification of the lowest standard of “control” and enhanced penalties for providing false information or a failure to provide material information. Such amendment to the Competition Act will result in additional costs for compliance, which in turn may adversely affect our business, results of operations, cash flows and prospects. 66. Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial condition. The Restated Financial Information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included in this Draft Red Herring Prospectus are derived from audited financial statements as of and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 65prepared in accordance with Ind AS, the provisions of the Companies Act, 2013 and other accounting principles generally accepted in India and restated by our Company in accordance with the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs from accounting principles with which you may be familiar, such as Indian GAAP, IFRS and US GAAP. We have not attempted to explain in a qualitative manner the impact of the IFRS or US GAAP on the financial information included in this Draft Red Herring Prospectus, nor do we provide a reconciliation of our financial information to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS and Indian GAAP, which may differ from accounting principles with which you may be familiar in other countries. Accordingly, the degree to which the financial information included in this Draft Red Herring Prospectus, which is restated as per the SEBI ICDR Regulations, will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited. You should review the accounting policies applied in the preparation of the Restated Financial Information 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. 67. We may be impacted by an adverse change in India’s sovereign credit rating by a domestic or international rating agency. Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any 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 reasons beyond our control such as, upon a change of government tax or fiscal policy or a decline in India’s foreign exchange reserves. This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of the Equity Shares. 68. Investors may not be able to immediately sell any of the Equity Shares they subscribe to in this Offer on an Indian stock exchange. The Equity Shares will be listed on the Stock Exchanges. 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 or ‘demat’ accounts with the depository participants in India, 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. 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. 69. There is no assurance that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all or that once listed, will remain listed on the Stock Exchange. In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after certain actions have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the Stock Exchanges within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares. Although it is currently intended that the Equity Shares will remain listed on the Stock Exchanges, there is no assurance of the continued listing of the Equity Shares. Among other factors, we may not continue to satisfy the listing requirements of the Stock Exchanges. Accordingly, Shareholders will not be able to sell their Equity Shares through trading on the Stock Exchanges if the Equity Shares are no longer listed on the Stock Exchange. 6670. Pursuant to listing of the Equity shares, we may be subject to pre-emptive surveillance measures like additional Surveillance Measures (“ASM”) and Graded surveillance Measures (“GSM”) by the Stock Exchanges in the order to enhance market integrity and safeguard the interest of the investors. On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the Securities and Exchange Board of India. These measures have been introduced in order to enhance market integrity and safeguard the interest of investors and to alert and advise investors to be extra cautious and carry out necessary due diligence while dealing in such securities. The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is based on an objective criterion as jointly decided by SEBI and the Stock Exchange(s) which include market based dynamic parameters such as high low variations, client concentration, close to close price variation, market capitalization, volume variation, delivery percentage, number of unique PAN’s and price to equity ratio. A scrip is typically subjected GSM measures where there is an abnormal price rise that is not commensurate with the financial heath and fundamentals of a company which inter alia includes factors like earnings, book value, fixed assets and net worth to the equity ratio etc. 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, the performance of our competitors, change in the estimates of our performance or any other political or economic factor. The occurrence of any of the above-mentioned factors may trigger the parameters identified by SEBI and the Stock Exchange(s) for the placing securities under the GSM and ASM framework. In the event of our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI and the Stock Exchange(s), we may be subject to certain additional restrictions in the relation to trading of our Equity Shares such as limiting trading frequency (for example trading either allowed in a week or a month) higher margin requirements of settlement on a trade for trade basis without netting off requirement of settlement on gross basis or freezing price on upper side of trading which may have 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 and liquidity of our Equity Shares and on the reputation and conditions of our Company. For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting and review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among other details, refer to the websites of the NSE and the BSE. 71. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares. Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for more than 12 months may be subject to long term capital gains tax in India at the specified rates depending on certain factors, such as STT is paid, the quantum of gains and any available treaty exemptions. Accordingly, you may be subject to payment of long term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held for more than 12 months. Furthermore, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to short term capital gains tax in India. Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company and such dividends were generally exempt from tax in the hands of the shareholders. However, the government of India has amended the Income Tax Act to abolish the DDT regime. Under the extant provisions, any dividend distributed by a domestic company is subject to tax in the hands of the concerned shareholder at the applicable rates. Additionally, the company distributing dividends is required to withhold tax on such payments at the applicable rate. However, non- resident shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions. Furthermore, if non-resident shareholders of entities holding the Equity Shares exit by way of sale or redemption of the shares held by them abroad in such entities, such non-resident shareholders could be taxed on capital gains in India if the offshore shares derive substantial value from Indian assets, subject to certain exemptions. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India only in limited situations and 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. Further, the Government of India announced the union budget for Fiscal 2026, following which the Finance Bill, 2025 (“Finance Bill”) was introduced in the Lok Sabha on February 1, 2025. Investors are advised to consult their own tax advisers and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares. There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or 67judicial precedent may be time-consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future. Additionally, the Union Cabinet, Government of India has recently approved the Income Tax Bill, 2025 which inter alia, proposes to amend the income tax regime and replace the Income Tax Act, 1961. There is no certainty on the impact of the Income Tax Bill, 2025, once enacted, on tax laws or other regulations, which may adversely affect our business, financial condition, results of operations or on the industry in which we operate. The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 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. Our Company 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 Company’s business, results of operations, financial condition and cash flows. Investors should consult their own tax advisors about the consequences of investing in or trading in Equity Shares. 72. 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, and Retail Individual Bidders are not permitted to withdraw their Bids after the Bid/Offer Closing Date. Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the bid amount on submission of the bid and 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. RIIs can revise or withdraw their Bids during the Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. While our Company is required to complete Allotment pursuant to the Offer within such period as may be prescribed under applicable law, events affecting the Bidders’ decision to invest in our Equity Shares, including adverse changes in international or national monetary policy, financial, political or economic conditions, our business, financial condition and results of operations may arise between the date of submission of the Bid and Allotment. Our Company may complete the Allotment of our Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares to decline on listing. QIBs and Non-Institutional Bidders will not be able to withdraw or lower their bids following adverse developments in international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or otherwise, between the dates of submission of their Bids and Allotment. 73. The determination of the Price Band is based on various factors and assumptions and the Offer Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer. The determination of Price Band is based on various factors and assumptions and will be determined by our Company and the Selling Shareholder in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of the Equity Shares will be determined by our Company, in consultation with the Book Running Lead Managers through the book building process prescribed under the SEBI ICDR Regulations. The Offer Price will be based on numerous factors, as described under “Basis for Offer Price” beginning on page 119 may not be indicative of the market price for our Equity Shares after the Offer. The market price of our Equity Shares could be subject to significant fluctuations after the Offer and may decline below the Offer Price. In addition, the stock market often experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular company. These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares, regardless of our Company’s performance. As a result of these factors, we cannot assure you that investors will be able to resell their Equity Shares at or above the Offer Price 74. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience price and volume fluctuations, and an active trading market for our Equity Shares may not develop. Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market for our Equity Shares may not develop or be sustained after the Offer. Listing does not guarantee that a market for our Equity Shares will develop, or if developed, the liquidity of such market for our Equity Shares. Investors might not be able to rapidly sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares. The Offer Price of our Equity Shares is proposed to be determined through a book-building process and shall be based on numerous factors, as described in the section “Basis for Offer Price” on page 119 and may not be indicative of the market price of our Equity Shares at the time of commencement of trading of our Equity Shares or at any time thereafter. You may not be able to re-sell your Equity Shares at or above the Issue Price and may as a result lose all or part of your investment. 68Our Equity Shares are expected to trade on NSE and BSE after the Offer, but there can be no assurance that active trading in our Equity Shares shall develop after the Offer, or if such trading develops that it shall continue. The Bidders may not be able to sell our Equity Shares at the quoted price if there is no active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares after this Offer may be subject to significant fluctuations as a result of market volatility or due to various internal or external risks, including but not limited to those described in this Draft Red Herring Prospectus. The market price of our Equity Shares may be subject to significant fluctuations in response to, among other factors: • our financial condition, results of operations and cash flows; • prospects for our business; • quarterly variations in our results of operations; • results of operations that vary from the expectations of research 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; • conditions in financial markets, including those outside India; • a change in research analysts’ recommendations; • announcements by us or our competitors of new products, significant acquisitions, strategic alliances, joint operations or capital commitments; • announcements by third parties or government entities of significant claims or proceedings against us; • new laws and government regulations or changes in laws and government regulations applicable to our industry; • developments relating to our peer companies in our industry; • change in interest rates; • additions or departures of Key Managerial Personnel or Senior Management Personnel; and • general economic and stock market conditions. The Indian stock markets have, from time to time, experienced significant price and volume fluctuations that have affected market prices for the securities of Indian companies. As a result, investors in our Equity Shares may experience a decrease in the value of our Equity Shares regardless of our financial performance or prospects. Changes in relation to any of the factors listed above could adversely affect the price of our Equity Shares. Consequently, the price of our Equity Shares may be volatile, and you may be unable to resell your Equity Shares at or above the Offer Price, or at all, and may as a result lose all or a part of your investment. 75. Any future issuance of Equity Shares or convertible securities or other equity linked instruments by us may dilute your shareholding, and significant sales of Equity Shares by our major shareholders, may adversely affect the trading price of the Equity Shares. We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a primary offering and grants of stock options under our employee stock option plan, may lead to the dilution of investors’ shareholdings in us. Any future issuances of Equity Shares or the disposal of Equity Shares by our major shareholders or the perception that such issuance or sales may occur after the completion of this Offer (subject to compliance with the lock-in provisions under the SEBI ICDR Regulations), 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 the Equity Shares or incurring additional debt. There can be no assurance that we will not issue further Equity Shares or that the shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of the Equity Shares. 6976. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely affect the market price of the Equity Shares. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including those specified under FEMA and the rules thereunder. Under the foreign exchange control regulations currently in force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain restrictions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such requirements or falls under any of the exceptions specified by the RBI, then the approval of the RBI will be required for such transaction to be valid. Additionally, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/tax clearance certificate from the Indian income tax authority. We cannot assure investors that any required approval from the RBI or any other Indian government agency can be obtained on any particular terms, or at all. Furthermore, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares a 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, as prescribed in the Consolidated FDI Policy dated October 15, 2020 and the FEMA Rules. These investment restrictions shall also apply to subscribers of offshore derivative instruments. Restrictions on foreign investment activities and impact on our ability to attract foreign investors may cause uncertainty and delays in our future investment plans and initiatives. We cannot assure you that any required approval from the RBI or any other governmental agency can be obtained on any particular term or at all. Additionally, the Indian government may impose foreign exchange restrictions in certain emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where the Indian government experiences extreme difficulty in stabilizing the balance of payments or where there are substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to obtain the Indian government’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities or the proceeds from the sale of those securities. There can be no assurance that any approval required from the RBI, or any other government agency can be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 411. Our ability to raise any foreign capital under the FDI route is therefore constrained by Indian law, which may adversely affect our business, cash flows, results of operations, financial condition and prospects. 77. Foreign investors may have difficulty enforcing judgments against us or our management. The enforcement of civil liabilities by overseas investors in our Equity Shares, including the ability to effect service of process and to enforce judgments obtained in courts outside of India may be adversely affected by the fact that we are incorporated under the laws of the Republic of India and all of our executive officers and Directors reside in India. As a result, it may be difficult to enforce the service of process upon us and any of these persons outside of India or to enforce outside of India, judgments obtained against us and these persons in courts outside of India. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Civil Procedure Code (“Civil Code”) on a statutory basis. Section 44A of the Civil Code 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 India which the Government has by notification declared to be in 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 Civil Code is applicable only to monetary decrees not being in the same nature of amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties. The United Kingdom, Singapore and Hong Kong, among other countries, have been declared by the Government to be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code. A judgment of a court of a country which is not a reciprocating territory may be enforced in India only by a suit upon the judgment under Section 13 of the Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Code 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 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; or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India. Under the Civil Procedure Code, a court in India shall, upon the production of any document purporting to be a certified 70copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The suit must be brought in India within 3 years from the date of judgment in the same manner as any other suit filed to enforce a civil liability in India. Further, there are considerable delays in the disposal of suits by Indian courts. It may be unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it may be unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is required to obtain prior approval from the RBI under FEMA to repatriate any amount recovered pursuant to execution and any such amount may be subject to income tax in accordance with applicable laws. Any judgment or award in a foreign currency would be converted into Indian Rupees on the date of the judgment or award and not on the date of the payment. 78. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could thereby suffer future dilution of their ownership position. Under the Companies Act, a company having share capital and incorporated in India is required to 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 have voted on such resolution. However, if the laws of the jurisdiction that you 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, you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, you may suffer future dilution of your ownership position and your proportional interests in us would be reduced. 79. A third party could be prevented from acquiring control of our Company 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. Under the SEBI Takeover Regulations, an acquirer been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in has concert with others. 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. 80. Our ability to raise foreign capital may be constrained by Indian law. As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources and could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition and results of operations. 81. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions. Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and widespread 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. 82. The insolvency laws of India may differ from those of other jurisdictions with which investors are familiar. As we are established in India under the Companies Act, any insolvency proceedings relating to us is likely to involve Indian insolvency laws (including the Insolvency and Bankruptcy Code, 2016 of India), the procedural and substantive 71provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which investors are familiar. 72SECTION III – INTRODUCTION SUMMARY OF RESTATED FINANCIAL INFORMATION The following tables set out the summary of restated financial information derived from the Restated Financial Information for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The summary of restated financial information presented below should be read in conjunction with “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 267 and 334, respectively. [The remainder of this page has intentionally been left blank] 73RESTATED STATEMENT OF ASSETS AND LIABILITIES (in ₹ million, unless otherwise specified) Particulars As at March 31, As at March 31, As at March 31, 2025 2024 2023 ASSETS Non-Current Assets (a) Property, Plant and Equipment 1,309.49 563.83 453.41 (b) Capital Work-In-Progress 25.39 231.73 72.77 (c) Right-of-use Assets 18.27 2.11 6.53 (d) Other Intangible Assets 1.71 2.04 2.37 (e) Financial Assets - Other Financial Assets 95.37 17.52 1.14 (f) Other Non-Current Assets 230.31 26.14 - Total Non-Current Assets (A) 1,680.54 843.37 536.22 Current Assets (a) Inventories 727.54 403.53 344.21 (b) Financial Assets -Investments 74.86 68.83 30.09 -Trade Receivables 1,621.68 1,364.09 1,180.56 -Cash and Cash Equivalents 14.53 79.51 45.59 -Bank Balances other than above 0.83 70.61 117.27 -Others 72.39 35.54 12.45 (c) Current Tax Assets (Net) - 0.12 0.57 (d) Other Current Assets 79.51 66.58 98.87 Total Current Assets (B) 2,591.34 2,088.81 1,829.61 TOTAL ASSETS (A)+(B) 4,271.88 2,932.18 2,365.83 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 102.04 10.20 10.20 (b) Other Equity 1,704.68 1,265.23 865.38 Total Equity (A) 1,806.72 1,275.43 875.58 Liabilities Non-Current Liabilities (a) Financial Liabilities -Borrowings 274.49 33.65 58.27 -Lease Liabilities 10.93 1.53 2.41 (b) Provisions 13.38 8.72 5.94 (c) Deferred Tax Liabilities (Net) 12.65 1.53 11.92 Total Non-Current Liabilities (B) 311.45 45.43 78.54 Current Liabilities (a) Financial Liabilities -Borrowings 860.01 333.66 314.70 -Lease Liabilities 7.26 0.88 4.44 -Trade Payables Total Outstanding dues of Micro and Small Enterprises; and 189.88 53.94 86.98 Total Outstanding dues of other than Micro and Small Enterprises 1,010.99 1,114.22 947.24 -Others Financial Liabilities 45.44 42.38 44.98 (b) Other Current Liabilities 28.98 18.34 12.65 (c) Provisions 1.96 1.16 0.72 (d) Current Tax Liabilities (Net) 9.19 46.74 - Total Current Liabilities (C) 2,153.71 1,611.32 1,411.71 TOTAL EQUITY AND LIABILITIES (A)+(B)+(C) 4,271.88 2,932.18 2,365.83 74RESTATED STATEMENT OF PROFIT AND LOSS (in ₹ million, unless otherwise specified) Particulars For the year For the year For the year ended March ended March ended March 31, 2025 31, 2024 31, 2023 CONTINUING OPERATIONS INCOME (a) Revenue from Operations 8,249.58 6,577.67 5,436.78 (b) Other income 69.05 72.12 24.16 TOTAL INCOME 8,318.63 6,649.79 5,460.94 EXPENSES (a) Cost of materials consumed 6,559.02 5,244.30 4,119.37 (b) Changes in inventories of finished goods, Stock-in-trade & work in progress (113.58) (85.14) 135.68 (c) Employee benefits expenses 429.32 308.55 245.76 (d) Finance cost 124.97 55.67 56.01 (e) Depreciation & amortization expenses 65.56 61.10 52.78 (f) Other expenses 536.24 521.72 502.63 TOTAL EXPENSES 7,601.53 6,106.20 5,112.23 Profit / (Loss) before exceptional items and tax 717.10 543.59 348.71 Exceptional items - - - Profit / (loss) before tax 717.10 543.59 348.71 Tax Expenses of Continuing Operations (a) Current tax expense 172.51 153.03 88.42 (b) Deferred tax (Income)/Expenses 11.68 (10.13) 0.70 Total Tax Expenses 184.19 142.90 89.12 Profit / (Loss) for the year 532.91 400.69 259.59 Other Comprehensive Income (‘OCI’) (A) Items that will not be reclassified to profit or loss - Remeasurement Gain / (Loss) on defined benefit plans (2.18) (1.12) 0.05 - Tax Impact on above item 0.55 0.28 0.01 (B) Items that will be reclassified to profit or loss - - - Other Comprehensive Income for the year (net of tax) (1.63) (0.84) 0.06 Total Comprehensive Income for the year 531.28 399.85 259.65 Earning Per Equity Share (Face Value of ₹1/- each) Basic (in ₹) 5.22 3.93 2.54 Diluted (in ₹) 5.22 3.93 2.54 75RESTATED STATEMENT OF CASH FLOWS (in ₹ million, unless otherwise specified) Particulars For the year For the year For the year ended March ended March ended March 31, 2025 31, 2024 31, 2023 Net Profit/(loss) before tax 717.10 543.59 348.71 Adjustments for: Depreciation and amortisation expense 65.56 61.10 52.77 Finance costs 123.69 55.23 55.08 Interest on Lease Liabilities 1.28 0.44 0.94 (Gain)/loss on foreign currency transaction and translation (net) (36.00) (35.15) (6.28) Gain/Loss on Fair Valuation of Financial Instrument at FVTPL (6.03) (3.74) (0.09) Impairment allowance for trade receivables considered doubtful 2.35 7.95 - Gain on fair valuation of Security Deposit (0.20) (0.10) (0.11) Gain on Lease Termination (0.37) - - Bad debts written off - 1.24 1.29 (Profit)/Loss on sale of property, plant & equipment (1.02) 1.39 - Interest income (3.47) (9.22) (4.75) Profit on sale of investment (0.08) - - Operating profit before working capital changes 862.81 622.73 447.56 Changes in Working Capital Inventories (324.00) (59.33) (0.67) Trade and Other Receivables (483.27) (170.14) (425.19) Trade Payables& other Current Liabilities 51.67 132.28 262.71 Provisions 4.89 2.10 1.32 Cash Generated from / (Used in) operations 112.10 527.64 285.73 Net income tax paid (209.95) (105.83) (87.75) Net cash Generated from / (Used in) operating activities (A) (97.85) 421.81 197.98 B. Cash flow from investing activities Capital expenditure on property, plant & equipment, including capital advances (600.97) (327.12) (138.58) Proceeds from sale of property, plant & equipment 2.48 - - Bank Deposits placed during the period/year not considered as Cash and Cash (7.02) 31.12 (24.18) Equivalents Interest received 7.20 4.12 4.48 Purchase of Investment 0.08 (35.00) (30.00) Net cash Generated from / (Used in) investing activities (B) (598.23) (326.88) (188.28) C. Cash flow from financing activities Proceeds/(Repayment) of Long-Term Borrowings 240.84 (24.61) 19.49 Proceeds/(Repayment) of Short-Term Borrowings 526.35 18.95 6.46 Proceeds/(Repayment) of Other Loans - - - Payment of Lease Liabilities - Principal portion (4.28) (4.44) (4.53) Payment of Lease Liabilities - Interest portion (1.28) (0.44) (0.94) Interest Paid (130.53) (50.48) (55.66) Net cash Generated from / (Used in) financing activities (C) 631.10 (61.02) (35.18) Net Increase / (decrease) in Cash and Cash Equivalents (A)+(B)+(C) (64.98) 33.91 (25.48) Cash and cash equivalents at the beginning of the period/year 79.51 45.60 71.07 Effect of exchange differences on restatement of foreign currency Cash and cash - - - equivalents Cash and Cash Equivalents at the end of the period/year 14.53 79.51 45.59 76THE OFFER The details of the Offer are summarised below: Equity Shares Offered Offer of Equity Shares of face value of ₹ 1 each(6) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 7,000.00 million of which Fresh Issue(1)(7) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 3,200.00 million Offer for Sale(2) Up to [●] Equity Shares of face value of ₹1 each aggregating up to ₹ 3,800.00 million Of which QIB Portion(3)(4) Not more than [●] Equity Shares of face value of ₹1 each aggregating up to ₹ [●] million of which - Anchor Investor Portion Up to [●] Equity Shares of face value of ₹1 each - Net QIB Portion available for allocation to QIBs other than Up to [●] Equity Shares of face value of ₹1 each Anchor Investors (assuming Anchor Investor Portion is fully subscribed) of which - Available for allocation to Mutual Fund Portion (5% of the Net [●] Equity Shares of face value of ₹1 each QIB Portion) - Balance for Net QIBs Portion for all QIBs including Mutual [●] Equity Shares of face value of ₹1 each Funds Non-Institutional Portion(4)(5) Not less than [●] Equity Shares of face value of ₹1 each aggregating up to ₹ [●] million Of which One-third of the Non-Institutional Portion, available for allocation to [●] Equity Shares of face value of ₹1 each Bidders with an application size between ₹0.20 million to ₹1.00 million Two-thirds of the Non-Institutional Portion, available for allocation [●] Equity Shares of face value of ₹1 each to Bidders with an application size of more than ₹1.00 million Retail Portion(5) Not less than [●] Equity Shares of face value of ₹1 each aggregating up to ₹ [●] million Pre- and Post-Offer Equity Shares Equity Shares outstanding prior to the Offer (as on the date of this 102,035,000 Equity Shares of face value of ₹1 each Draft Red Herring Prospectus) Equity Shares outstanding after the Offer [●] Equity Shares of face value of ₹1 each* Use of Net Proceeds by our Company For details of the use of proceeds from the Fresh Issue, see “Objects of the Offer” on page 107. Our Company will not receive any proceeds from the Offer for Sale. * To be updated upon finalisation of the Offer Price. (1) Our Board has authorised the Offer, pursuant to a resolution dated July 10, 2025, and our Board has taken on record the participation of the Promoter Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 10, 2025. Our Shareholders have authorised the Fresh Issue pursuant to a special resolution dated July 10, 2025. (2) The details of authorization by the Promoter Selling Shareholders approving their participation in the Offer for Sale is as set out below. S. No. Name Date of consent letter Aggregate proceeds from Offer for Sale 1. Vipul Nagpal July 10, 2025 Up to ₹ 921.00 million 2. Garima Nagpal July 10, 2025 Up to ₹ 215.00 million 3. Vipul Family Trust July 10, 2025 Up to ₹ 1,332.00 million 4. Garima Family Trust July 10, 2025 Up to ₹ 1,332.00 million Each of the Promoter Selling Shareholders, severally and not jointly, confirms that their respective portion of the Offered Shares has been held by them for a period of at least one year prior to the filing of this Draft Red Herring Prospectus in terms of Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for being offered for sale in the Offer in accordance with the provisions of the SEBI ICDR Regulations. (3) Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will be accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price. In case of under-subscription or non- Allotment in the Anchor Investor Portion, the remaining Equity Shares will be added back to the QIB Portion. Further, 5% of the Net QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than [●] Equity Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added to the QIB Portion and allocated proportionately to the QIBs (other than Anchor Investors) in proportion to their Bids. See “Offer Procedure” on page 393. 77(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the QIB portion would be allowed to be met with spill-over from any other category or combination of categories at the discretion of our Company, the BRLMs and the Designated Stock Exchange. In the event of under-subscription in the Offer, 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 for the valid Bids will be made in the first instance towards subscription for 90% of the Fresh Issue. For further details, see “Offer Structure” on page 390. (5) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), has prescribed that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹0.50 million, shall use the UPI Mechanism. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹0.20 million and up to ₹0.50 million, using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through Syndicate, sub-syndicate members, 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. (6) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a proportionate basis subject to valid Bids received at or above the Offer Price. The allocation to Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. For further details, see “Offer Procedure” on page 393. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: Not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹0.20 million and up to ₹1.00 million and two- thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹1.00 million and under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub- category of Non-Institutional Portion. The allocation to each Non-Institutional Bidder shall not be 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, shall be allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis, in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations. (7) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations. For details, including in relation to grounds for rejection of Bids, see “Offer Structure”, “Terms of the Offer” and “Offer Procedure” on pages 390, 384 and 393 respectively. For details of the terms of the Offer, please refer to the section titled “Terms of the Offer” on page 384. 78GENERAL INFORMATION Our Company was originally incorporated as “Orinet Cables (India) Private Limited” as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated September 15, 2005, by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”). Subsequently, the name of our Company was changed to “Orient Cables (India) Private Limited” for the purpose of rectifying a typographical error in recording the name of our Company, pursuant to a Board resolution dated March 5, 2007 and a resolution passed in the extra ordinary general meeting of the Shareholders held on April 9, 2007 and consequently a fresh certificate of incorporation dated April 24, 2007 was issued by the RoC. Thereafter, our Company’s name was changed to “Orient Cables (India) Limited” upon conversion to a public limited company pursuant to a Board resolution dated November 22, 2024 and a special resolution passed in the extra ordinary general meeting of the Shareholders held on November 25, 2024 and consequently a fresh certificate of incorporation dated December 13, 2024 was issued by the RoC. Registered Office of our Company House No. 8 BLK-D, Second Floor, Ashok Vihar PH-1, New Delhi, Delhi – 110 052, India. Corporate Office of our Company 701, 7th Floor Veritas, Golf Course Road, Parsvanth Exotica, Sector 53, Gurugram, Haryana- 122003, India. Company registration number and Corporate Identity Number Company registration Number: 140809 Corporate Identity Number: U31300DL2005PLC140809 Registrar of Companies Our Company is registered with the RoC, N.C.T. of Delhi and Haryana at New Delhi, situated at the following address: 4th Floor, IFCI Tower, 61, Nehru Place, New Delhi – 110019, Delhi, India Filing of this Draft Red Herring Prospectus A copy of this Draft Red Herring Prospectus has been uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as specified in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI ICDR Master Circular and at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure – Division of Issues and Listing – CFD”. It will also be filed with the SEBI at: Securities and Exchange Board of India SEBI Bhavan, Plot No. C4 A, ‘G’ Block Bandra Kurla Complex Bandra (E) Mumbai 400 051 Maharashtra, India Filing of the Red Herring Prospectus and Prospectus The copy of the Red Herring Prospectus and Prospectus, respectively, will be filed with the RoC in accordance with Section 32 read with Section 26 of the Companies Act, along with the material contracts and documents referred to in each of the Red Herring Prospectus and the Prospectus, respectively, and through the electronic portal. PDF copies of this Draft Red Herring Prospectus, along with the attachment of the PDF of the payment confirmation slip shall be filed under SEBI ICDR Regulations, and any other exemption requests and similar applications under SEBI ICDR Regulations shall be sent to the email address: cfddil@sebi.gov.in 79Board of Directors The table below sets out the details of the constitution of our Board of Directors as on the date of this Draft Red Herring Prospectus: Name Designation DIN Address Vipul Nagpal Chairman and Managing 00469000 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Director Delhi, 110030, Delhi, India Garima Nagpal Whole-time Director 01886696 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India Vardaan Nagpal Whole-time Director 10723905 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India Anil Gupta Non-Executive, 01811112 L-225, Sarita Vihar, Opposite Jasola, Sarita Vihar, New Independent Director Delhi, South Delhi, 110076, Delhi, India Rohit Himatsingka Non-Executive, 07006225 A-2701, Floor-27, A-Wing, Minerva Tower, J.R. Boricha Independent Director Margm Jacob Circle, Ahead of Lodha Bellissimo, Mumbai, 400011, Maharashtra, India Garima Dhamija Non-Executive, 02155303 47, Birch Court, Nirvana Country, Near South City 2, Sector Independent Director 50, Gurgaon, Islampur (97), Gurgaon South City III, Gurgaon, 122018, Haryana, India For brief profiles and further details of our Directors, see “Our Management” on page 239. Company Secretary and Compliance Officer Mona Kaushik is the Company Secretary and Compliance Officer of our Company. Her contact details are as set out below: Mona Kaushik 701, 7th Floor Veritas, Golf Course Road, Parsvanth Exotica, Sector 53, Gurugram, Haryana – 1220 03, India Email: compliance@orientcables.in Tel: +91 14932 94094 Statutory Auditors of our Company Khandelwal Jain & Co. 8 & 9, Hans Bhawan, Ground Floor, 1, Bahadur Shah Zafar Marg, Near I.T.O. Office, New Delhi – 110 002 E-mail: delhi@kjco.net Tel: (+91-11) 41534212/ 23370091 ICAI Firm Registration Number: 105049W Peer Review Certificate Number: 014497 Changes in Statutory Auditors Except as stated below, there has been no change in our statutory auditors in the three years immediately preceding the date of this Draft Red Herring Prospectus: Particulars Date of Change Reason for Change V M Gupta & Associates March 20, 2024 Resignation due to pre-occupancy. 217, Second Floor, Krish Square, Bhagat Singh Colony, Bhiwadi, Rajasthan – 301019 E-mail: reachvmgupta@gmail.com ICAI Firm Registration Number: 020366C Khandelwal Jain & Co. April 25, 2024 Appointed due to casual vacancy. 8 & 9, Hans Bhawan, Ground Floor, 1, Bahadur Shah Zafar Marg, Near I.T.O. Office, New Delhi – 110 002 E-mail: delhi@kjco.net 80Particulars Date of Change Reason for Change Tel: (+91-11) 41534212/ 23370091 ICAI Firm Registration Number: 105049W Peer Review Certificate Number: 014497 Khandelwal Jain & Co. September 30, 2024 Appointment as Statutory Auditor. 8 & 9, Hans Bhawan, Ground Floor, 1, Bahadur Shah Zafar Marg, Near I.T.O. Office, New Delhi – 110 002 E-mail: delhi@kjco.net Tel: (+91-11) 41534212/ 23370091 ICAI Firm Registration Number: 105049W Peer Review Certificate Number: 014497 Investor Grievances Investors may contact our Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems, such as 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. 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 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, PAN, date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in case of UPI Bidders. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received from the Designated Intermediaries in addition to the 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 the 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 Book Running Lead Managers where the Anchor Investor Application Form was submitted by the Anchor Investor. Book Running Lead Managers IIFL Capital Services Limited (formerly known as IIFL Securities Limited) 24th Floor, One Lodha Place. Senapati Bapat Marg Lower Parel (West) Mumbai 400013 Maharashtra, India Tel: +91 22 4646 4728 E-Mail: orientcables.ipo@iiflcap.com Website: www.iiflcap.com Investor Grievance e-mail: ig.ib@iiflcap.com Contact person: Nishita Mody/Pawan Kumar Jain SEBI registration No: INM000010940 JM Financial Limited 7th Floor, Cnergy Appasaheb Marathe Marg Prabhadevi, Mumbai 400 025 Maharashtra, India Tel.: +91 22 6630 3030 E-mail: orientcables.ipo@jmfl.com Website: www.jmfl.com 81Investor grievance e-mail: grievance.ibd@jmfl.com Contact Person: Prachee Dhuri SEBI Registration Number: INM000010361 Inter-se Allocation of Responsibilities between the BRLMs The table below sets out the inter-se allocation of responsibilities for various activities among the BRLMs. S. No. Activity Responsibility Co-ordinator(s) 1. Capital structuring with the relative components and formalities such as IIFL, JM Financial IIFL composition of debt and equity, type of instruments, positioning strategy and due diligence of Company including its operations / management / business plans / legal etc., drafting and design of Draft Red Herring Prospectus, the Red Herring Prospectus and Prospectus. Ensure compliance and completion of prescribed formalities with the Stock Exchanges, SEBI and RoC including finalization of Red Herring Prospectus, Prospectus, Offer Agreement, Underwriting Agreements and RoC filing 2. Drafting and approval of all statutory advertisements, uploading of audio and IIFL, JM Financial IIFL video presentation and uploading of documents on Document Repository Platform 3. Drafting and approval of all publicity material other than statutory IIFL, JM Financial JM Financial advertisements as mentioned in point 2 above, including corporate advertising and brochures and filing of media compliance report. 4. Appointment of intermediaries, Registrar to the Offer, advertising agency, IIFL, JM Financial IIFL printer (including coordination of all agreements) 5. Appointment of all other intermediaries, including Banker to Offer, Monitoring IIFL, JM Financial JM Financial Agency, Sponsor Bank, etc. (including coordination of all agreements) 6. Preparation of road show presentation and frequently asked questions IIFL, JM Financial JM Financial 7. International institutional marketing of the Offer, which will cover, inter alia: IIFL, JM Financial JM Financial • Marketing strategy • Finalising the list and division of international investors for one-to-one meetings • Finalising international road show and investor meeting schedules 8. Domestic institutional marketing of the Offer, which will cover, inter alia: IIFL, JM Financial IIFL • Marketing strategy • Finalising the list and division of domestic investors for one-to-one meetings • Finalising domestic road show and investor meeting schedules 9. Non-institutional marketing of the Offer, which will cover, inter-alia: IIFL, JM Financial IIFL • Finalising media, marketing, public relations strategy and • Formulating strategies for marketing to Non –Institutional Investors 10. Retail marketing of the Offer, which will cover, inter-alia: IIFL, JM Financial JM Financial • Finalising media, marketing, public relations strategy and publicity budget, frequently asked questions at retail road shows • Finalising brokerage, collection centres • Finalising centres for holding conferences for brokers etc. • Follow-up on distribution of publicity and Offer material including form, Red Herring Prospectus/ Prospectus and deciding on the quantum of the Offer material 11. Coordination with Stock Exchanges for book building software, bidding IIFL, JM Financial JM Financial terminals and mock trading 12. Coordination with Stock Exchanges for Anchor coordination, Anchor CAN and IIFL, JM Financial IIFL intimation of anchor allocation and submission of letters to regulators post completion of anchor allocation 13. Managing the book and finalization of pricing in consultation with Company IIFL, JM Financial IIFL 14. Post-Offer activities – management of escrow accounts, finalisation of the basis IIFL, JM Financial JM Financial of allotment based on technical rejections, post Offer stationery, essential follow-up steps including follow-up with bankers to the Offer and Self Certified Syndicate Banks and coordination with various agencies connected with the post-offer activity such as registrar to the offer, bankers to the offer, Self- Certified Syndicate Banks, etc. listing of instruments, demat credit and refunds/ unblocking of monies, announcement of allocation and dispatch of refunds to Bidders, etc., payment of the applicable STT on behalf of Promoter Selling Shareholders, coordination for investor complaints related to the Offer, including responsibility for underwriting arrangements, submission of final post issue report 82Syndicate Members [●] Legal Counsel to the Company Trilegal One World Centre, 10th Floor, Tower 2A & 2B, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013 Registrar to the Offer KFin Technologies Limited 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Nav Pada, Kurla (West), Kurla, Mumbai, Maharashtra, India 400 070 Tel: +91 40 6716 2222 E-mail: orient.ipo@kfintech.com Website: www.kfintech.com Investor grievance ID: einward.ris@kfintech.com Contact Person: M. Murali Krishna SEBI registration number: INR000000221 Banker(s) to the Offer [●] Escrow Collection Bank(s) [●] Refund Bank(s) [●] Public Offer Account Bank(s) [●] Sponsor Bank(s) [●] Banker(s) to our Company HDFC Bank ICICI Bank Limited HDFC Bank House, Office No. 11, Time Tower, Senapati Bapat Marg, Lower Parel West MG Road, Haryana - 122001 Mumbai – 40013 Tel: +91 88609 76150 Tel: +91 98283 98500 Email: fateh.khurana@icicibank.com Email: aditya.tulsyan@hdfcbank.com Contact person: Fateh Singh Khurana Contact person: Aditya Tulsyan Website: https://www.icicibank.com/ Website: www.hdfcbank.com Citibank N.A. 9th Floor, DLF Square, Jacarnada Marg, M-Block, DLF Phase – II, Gurgaon – 122 002 Tel: +91 88263 87261 Email: japnit.walia@citi.com 83Contact person: Japnit Walia Website: www.citigroup.com Designated Intermediaries Self Certified Syndicate Banks The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website 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 UPI Bidder), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Form, 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. SCSBs and mobile applications enabled for UPI Mechanism In accordance with the SEBI RTA Master Circular, and SEBI ICDR Master Circularread with other applicable UPI Circulars, UPI Bidders Bidding through UPI Mechanism may apply through the SCSBs and mobile applications, using UPI handles, whose name appears on the SEBI website. A list of SCSBs and mobile applications, which, are live forapplying in public issues using UPI mechanism is provided in the list available on the website of SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be updated from time to time or at such other website as may be prescribed by SEBI from time to time. Syndicate SCSB Branches In relation to Bids (other than Bids by Anchor Investors and RIBs) 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 deposits of Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35) as updated from time to time or any such other website as may be 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 at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35, as updated from time to time or any such other website as may be prescribed by SEBI from time to time. Registered Brokers Bidders can submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e. through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time. Registrar and Share Transfer Agents The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, as updated from time to time. Collecting Depository Participants The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and contact details, is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the website of NSE at www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, or any such other websites as updated from time to time. Credit Rating As the Offer is an initial public offering of Equity Shares, the appointment of a credit rating agency is not required. IPO Grading No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer. 84Debenture Trustees As the Offer is an initial public offering of Equity Shares, the appointment of debenture trustees is not required. Monitoring Agency In terms of Regulation 41 of the SEBI ICDR Regulations, our Company will appoint a monitoring agency, prior to the filing of the Red Herring Prospectus with the RoC for monitoring the utilization of the Gross Proceeds. For further details in relation to the proposed utilisation of the Gross Proceeds, see ‘Objects of the Offer’ on page 107. Appraising Agency None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no appraising entity has been appointed for the Offer. Green Shoe Option No green shoe option is contemplated under the Offer. Experts Except as stated below, our Company has not obtained any expert opinions: 1. Written consent dated July 10, 2025 from Khandelwal Jain & Co., to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated July 10, 2025 on our Restated Financial Information; and (ii) their report dated July 10, 2025 on the statement of special tax benefits available to our Company and Shareholders in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 2. Written consent dated July 10, 2025 from the independent practicing company secretary, M/s Nirbhay Kumar & Associates, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 in its capacity as practicing company secretary and in respect of their certificate dated July 10, 2025 issued in connection with inter alia the share capital build up and such consent has not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act. 3. Written consent dated July 10, 2025 from Manoj Kumar Jain, Chartered Engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in his capacity as a chartered engineer and in respect of his certificate dated July 10, 2025 in relation to the Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities, proposed capital expenditure and the details derived from such certificates and included in this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act. Book Building Process Book building process, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and the minimum Bid Lot size will be decided by our Company, in consultation with the BRLMs, and shall be advertised in all editions of the [●], an English language national daily with wide circulation and all editions of [●], a Hindi language national daily with wide circulation (Hindi also being the regional language of New Delhi where our Registered Office is located), and advertised at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges to upload on their respective websites. The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date in accordance with applicable law. For further details, see ‘Offer Procedure’ on page 393. All investors, other than Anchor Investors, shall only 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 case of UPI Bidders, by alternatively using the UPI Mechanism. Pursuant to SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), individuals Bidding as NIIs with an application size of up to ₹0.50 million shall use the UPI Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted 85with Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not permitted to participate in the Offer through the ASBA process. In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not allowed to withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders (subject to the Bid Amount being up to ₹0.20 million) can revise their Bids during the Bid/Offer Period and can withdraw their Bids on or before the Bid/Offer Closing Date. Further, Anchor Investors cannot withdraw Bids after the Anchor Investor Bid/ Offer Period. Further, allocation to QIBs in the Net QIB Portion will be on a proportionate basis and allocation to Anchor Investors in the Anchor Investor Portion will be on a discretionary basis. Additionally, allotment to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the availability of Equity Shares in the Non -Institutional Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis. Each Bidder by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and the terms of the Offer. For further details on the method and procedure for Bidding and book building procedure, see ‘Terms of the Offer’, ‘Offer Structure’ and ‘Offer Procedure’ on pages 384, 390 and 393, respectively. The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI, which 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. Bidders should note that the Offer is also subject to obtaining (i) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment within three Working Days of the Bid/Offer Closing date or such other time period as prescribed under applicable law; and (ii) filing of the Prospectus with the RoC and receipt of final approval of the RoC. Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to this Offer. Each of the Promoter Selling Shareholders have, severally not jointly, confirmed that they will comply with the SEBI ICDR Regulations and any other directions issued by SEBI, as applicable to the respective Promoter Selling Shareholders, in relation to the Offered Shares. In this regard, our Company and the Promoter Selling Shareholders have appointed the BRLMs to manage this Offer and procure Bids for this Offer. Underwriting Agreement The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed after the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC. Our Company and the Promoter Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters, who shall be merchant bankers or stockbrokers registered with SEBI, for the Equity Shares. The Underwriting Agreement is dated [●]. The extent of underwriting obligations and the Bids to be underwritten by each Underwriter shall be as per the Underwriting Agreement, it is proposed that pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to conditions specified therein. The Underwriters have indicated their intention to underwrite such number of Equity Shares as disclosed below: (This portion has been intentionally left blank and will be filled in before the Prospectus is filed with the RoC) Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten (in ₹ million) address of the Underwriters be underwritten [●] [●] [●] The abovementioned underwriting commitments are indicative and will be finalised after determination of the Offer Price and Basis of Allotment and the allocation of Equity Shares, subject to and in accordance with the provisions of the SEBI ICDR Regulations. In the opinion of the Board of Directors (based on representations made to our Company by the Underwriters), the resources of each of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). The Board of Directors, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company. Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set out in the table above. 86Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement, will also be required to procure subscribers for or subscribe to the Equity Shares to the extent of the defaulted amount in accordance with the Underwriting Agreement. 87CAPITAL STRUCTURE Our Company’s share capital, as of the date of this Draft Red Herring Prospectus, is disclosed below. (In ₹ except share data) S. No. Particulars Aggregate value at face value Aggregate value at Offer (₹) Price* A AUTHORISED SHARE CAPITAL^ 130,000,000 Equity Shares of face value ₹1 each 130,000,000 - B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE OFFER 102,035,000 Equity Shares of face value of ₹1 each 102,035,000 - C PRESENT OFFER Offer of up to [●] Equity Shares of face value ₹1 each aggregating [●] [●] up to ₹ 7,000.00 million(1)(3) of which Fresh Issue of up to [●] Equity Shares of face value ₹1 each [●] [●] aggregating up to ₹ 3,200.00 million(1)(3) Offer for Sale of up to [●] Equity Shares of face value ₹1 each [●] [●] aggregating up to ₹ 3,800.00 million(2) D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER* [●] Equity Shares of face value of ₹1 each [●] - E SECURITIES PREMIUM ACCOUNT Before the Offer 5,350,000 After the Offer [●] * To be included upon finalization of the Offer Price. ^ For details in relation to changes in the authorized share capital of our Company in the last 10 years preceding the date of this Draft Red Herring Prospectus, see “History and Certain Corporate Matters – Amendments to the Memorandum of Association” on page 230. (1) Our Board has authorised the Offer, pursuant to their resolution dated July 10, 2025 and our Board has taken on record the participation of the Promoter Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 10, 2025. Our Shareholders have authorised the Fresh Issue pursuant to a special resolution dated July 10, 2025. (2) Each of the Promoter Selling Shareholders, severally and not jointly, have confirmed their participation of their respective portion in the Offer for Sale vide the consent letters dated July 10, 2025. The Promoter Selling Shareholders have confirmed that the Offered Shares have been held by them, severally and not jointly, for a period of at least one year prior to filing of this Draft Red Herring Prospectus in accordance with Regulation 8 of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization of the Promoter Selling Shareholders in relation to the Offered Shares, see “The Offer” on page 77. (3) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. 88Notes to Capital Structure 1. Share capital history of our Company Our Company is in compliance with the Companies Act, 1956 and the Companies Act, 2013, to the extent applicable, with respect to issuance of Equity Shares from the date of incorporation of our Company till the date of filing of this Draft Red Herring Prospectus. The history of the Equity Share capital of our Company is set out in the table below. (a) Primary issuance of equity shares of our Company: Date of allotment Number of equity Name of allottees Face Issue Reason for/ Nature of Nature of Cumulative Cumulative paid-up shares allotted value per price per allotment consideration number of equity equity share capital equity equity shares (₹) share (₹) share (₹) September 15, 10,000 No. of equity shares of Names of allottees 10 10 Initial subscription to Cash 10,000 100,000 2005 face value ₹10 each the Memorandum of allotted Association 5,000 Vipul Nagpal 5,000 Garima Nagpal March 30, 2006 80,000 No. of equity shares of Names of allottees 10 10 Further issue Cash 90,000 900,000 face value ₹10 each allotted 40,000 Vipul Nagpal 40,000 Garima Nagpal August 30, 2006 290,000 No. of equity shares of Names of allottees 10 10 Further issue Cash 380,000 3,800,000 face value ₹10 each allotted 45,000 Kohinoor Oil Mills Limited 40,000 Shimmer Marketing Pvt. Ltd. 40,000 Globetech Solutions Pvt. Ltd. 40,000 Onyx Exim & Sales Ltd. 30,000 Ibex Infotech Pvt. Ltd. 35,000 Rapid Impex Pvt. Ltd. 40,000 Janak Nandini Infosystems Pvt. Ltd. 20,000 Bhagya Laxmi Fruits Pvt. Ltd. 89Date of allotment Number of equity Name of allottees Face Issue Reason for/ Nature of Nature of Cumulative Cumulative paid-up shares allotted value per price per allotment consideration number of equity equity share capital equity equity shares (₹) share (₹) share (₹) December 30, 95,000 No. of equity shares of Names of allottees 10 10 Further issue Cash 475,000 4,750,000 2006 face value ₹10 each allotted 30,000 K.M. Gandhi Exports Pvt. Ltd. 35,000 Vaishali Infosystem (India) Pvt. Ltd. 30,000 D.K.S. Enterprises (P) Ltd. March 2, 2007 190,000 No. of equity shares of Names of allottees 10 10 Further issue Cash 665,000 6,650,000 face value ₹10 each allotted 50,000 Homeway Marketing Pvt. Ltd. 50,000 Shivam Softech Ltd. 45,000 Tezpur Buildcon (P) Ltd. 45,000 Walcon India (P) Ltd. March 29, 2008 300,000 No. of equity shares of Names of allottees 10 10 Further issue Cash 965,000 9,650,000 face value ₹10 each allotted 45,000 Suvan Agro Enterprise Pvt. Ltd. 45,000 BVJ Exports Pvt. Ltd. 40,000 Eloquent Engineering Pvt. Ltd. 45,000 Phoenix Hotels & Resorts Pvt. Ltd. 40,000 Shivam Softech Ltd. 40,000 Bhagyalaxmi Polymers Pvt. Ltd. 45,000 Hopewin Admark & Consultancy Services Private Limited 90Date of allotment Number of equity Name of allottees Face Issue Reason for/ Nature of Nature of Cumulative Cumulative paid-up shares allotted value per price per allotment consideration number of equity equity share capital equity equity shares (₹) share (₹) share (₹) October 31, 2008 30,000 No. of equity shares of Names of allottees 10 30 Further issue Cash 995,000 9,950,000 face value ₹10 each allotted 15,000 Soul Exports (P) Ltd. 15,000 Blossom Portfolio (P) Ltd. April 29, 2011 300 No. of equity shares Names of allottees 10 10 Further issue Cash 995,300 9,953,000 of face value ₹10 each allotted 50 Praveen Jain 50 Pradeep Jain 100 Rajni Jain 100 Shalini Jain March 2, 2012 50 No. of equity shares of Names of allottees 10 10 Further issue Cash 995,350 9,953,500 face value ₹10 each allotted 50 Anil Raizada March 30, 2012 25,000 No. of equity shares of Names of allottees 10 200 Further issue Cash 1,020,350 10,203,500 face value ₹10 each allotted 12,500 Star Infovision Pvt. Ltd. 12,500 GRG Mercantiles Pvt. Ltd. Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and approved by the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to 10,203,500 Equity Shares of face value of ₹1 each. January 6, 2025 91,831,500 No. of Equity Shares Names of allottees 1 - Bonus allotment in the Not applicable 102,035,000 102,035,000 of face value ₹1 each ratio of nine Equity allotted Shares for each Equity 32,140,800 Vipul Family Trust Share held 32,140,800 Garima Family Trust 22,250,520 Vipul Nagpal 5,209,200 Garima Nagpal 90,000 Vardaan Nagpal 90 Prem Nagpal 90 Darshan Lal Nagpal 91(b) Secondary transactions of equity shares of our Company The secondary transfers of Equity Shares by our Promoters (also the Promoter Selling Shareholders) and members of Promoter Group, since incorporation of our Company is set forth below: Date of transfer of equity Number of equity Details of transferor Details of Face value per Transfer price Nature of Percentage of Percentage of shares shares transferee equity shares (₹) per equity consideration pre- Offer post- Offer transferred shares (₹) Equity Share Equity Share capital (%) capital (%) July 21, 2008 40,000 Shimmer Marketing Pvt. Ltd. Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 40,000 Globetech Solutions Private Limited Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 40,000 Onyx Exim & Sales Ltd. Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 30,000 Ibex Infotech Pvt. Ltd. Garima Nagpal 10 1 Cash 0.03 [●] July 21, 2008 35,000 Rapid Impex Pvt. Ltd. Garima Nagpal 10 1 Cash 0.03 [●] July 21, 2008 40,000 Janak Nandini Infosystems Pvt. Ltd. Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 40,000 Eloquent Engineering Pvt. Ltd. Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 45,000 Phoenix Hotels & Resorts Pvt. Ltd. Garima Nagpal 10 1 Cash 0.04 [●] July 21, 2008 45,000 Hopewin Admark and Consultancy Garima Nagpal 10 1 Cash 0.04 [●] Services Pvt. Ltd. July 25, 2008 20,000 Bhagya Laxmi Fruits Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.02 [●] July 25, 2008 30,000 K.M. Gandhi Exports Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.03 [●] July 25, 2008 35,000 Vaishali Infosystem (India) Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.03 [●] July 25, 2008 45,000 Kohinoor Oil Mills Limited Vipul Nagpal 10 1 Cash 0.04 [●] July 25, 2008 30,000 D.K.S. Enterprises (P) Ltd. Vipul Nagpal 10 1 Cash 0.03 [●] July 25, 2008 50,000 Homeway Marketing Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.05 [●] July 25, 2008 90,000 Shivam Softech Ltd. Vipul Nagpal 10 1 Cash 0.09 [●] July 25, 2008 45,000 Tezpur Buildcon Pvt Ltd. Vipul Nagpal 10 1 Cash 0.04 [●] July 25, 2008 45,000 Walcon India (P) Ltd. Vipul Nagpal 10 1 Cash 0.04 [●] July 25, 2008 45,000 Suvan Agro Enterprise Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.04 [●] July 25, 2008 45,000 BVJ Exports Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.04 [●] July 25, 2008 40,000 BhagyaLaxmi Polymers Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.04 [●] September 28, 2009 15,000 Soul Exports P Ltd. Vipul Nagpal 10 1 Cash 0.01 [●] September 28, 2009 15,000 Blossom Portfolio P Ltd. Garima Nagpal 10 1 Cash 0.01 [●] April 8, 2014 12,500 Star Infovision Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.01 [●] April 8, 2014 12,500 GRG Mercantiles Pvt. Ltd. Vipul Nagpal 10 1 Cash 0.01 [●] January 25, 2018 50 Praveen Jain Vipul Nagpal 10 1 Cash Negligible [●] January 25, 2018 50 Pradeep Jain Vipul Nagpal 10 1 Cash Negligible [●] January 25, 2018 100 Rajni Jain Vipul Nagpal 10 1 Cash Negligible [●] January 25, 2018 100 Shalini Jain Vipul Nagpal 10 1 Cash Negligible [●] January 25, 2018 50 Anil Raizada Vipul Nagpal 10 1 Cash Negligible [●] March 24, 2022 175,000 Vipul Nagpal Vipul Family Trust 10 Nil* Not applicable 0.17 [●] March 24, 2022 182,120 Vipul Nagpal Vipul Family Trust 10 Nil* Not applicable 0.18 [●] March 24, 2022 195,000 Garima Nagpal Garima Family Trust 10 Nil* Not applicable 0.19 [●] March 24, 2022 162,120 Garima Nagpal Garima Family Trust 10 Nil* Not applicable 0.16 [●] 92Date of transfer of equity Number of equity Details of transferor Details of Face value per Transfer price Nature of Percentage of Percentage of shares shares transferee equity shares (₹) per equity consideration pre- Offer post- Offer transferred shares (₹) Equity Share Equity Share capital (%) capital (%) November 21, 2024 1 Vipul Nagpal Vardaan Nagpal 10 Nil* Not applicable Negligible [●] November 21, 2024 999 Vipul Nagpal Vardaan Nagpal 10 Nil* Not applicable Negligible [●] November 21, 2024 1 Vipul Nagpal Darshan Lal Nagpal 10 Nil* Not applicable Negligible [●] November 22, 2024 1 Vipul Nagpal Prem Nagpal 10 Nil* Not applicable Negligible [●] * Transfer of equity shares by way of gift. (c) History of Preference Share capital of our Company Our Company does not have any preference share capital as on the date of filing of this Draft Red Herring Prospectus. 2. Issue of shares issued for consideration other than cash or by way of bonus issue Except as disclosed below, our Company has not issued any shares in the past for consideration other than cash or by way of bonus issue, as of the date of this Draft Red Herring Prospectus. Date of Number of Face value Issue price Reason for allotment List of allottees Benefits accrued to allotment equity (₹) per equity our Company shares share (₹) allotted January 6, 91,831,500 1 - Bonus allotment in the ratio of nine No. of Equity Shares of Names of allottees Not applicable 2025 Equity Shares for each Equity Share face value ₹1 each allotted held 32,140,800 Vipul Family Trust 32,140,800 Garima Family Trust 22,250,520 Vipul Nagpal 5,209,200 Garima Nagpal 90,000 Vardaan Nagpal 90 Prem Nagpal 90 Darshan Lal Nagpal 933. Issue of shares at a price lower than the Offer Price in the last one year The Offer Price shall be determined by our Company, in consultation with the BRLMs after the Bid/Offer Closing Date. Except as disclosed in “-Notes to Capital Structure – Share capital history of our Company” on page 89, our Company has not issued any Equity Shares at a price which may be lower than the Offer Price during the period of one year preceding the date of this Draft Red Herring Prospectus. 4. Issue of shares out of revaluation reserves Our Company has not issued any shares out of revaluation reserves since its incorporation. 5. Issue of Equity Shares or preference shares pursuant to any scheme of arrangement Our Company has not issued or allotted any Equity Shares or preference shares in terms of a scheme of arrangement approved under Sections 391-394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013. 6. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 102,034,800 Equity Shares aggregating to 99.99% of the issued, subscribed and paid-up share capital of our Company. All Equity Shares issued to our Promoters were fully paid-up on the respective dates of allotment or acquisition, as applicable. (a) Build-up of Promoters’ equity shareholding in our Company The build-up of the equity shareholding of our Promoters since incorporation of our Company is as set out below: Vipul Nagpal Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) September 15, 5,000 10 10 Cash Initial subscription Negligible [●] 2005 to the Memorandum of Association March 30, 2006 40,000 10 10 Cash Further issue 0.04 [●] July 25, 2008 20,000 10 1 Cash Transfer of equity 0.02 [●] shares from Bhagya Laxmi Fruits Pvt. Ltd. July 25, 2008 30,000 10 1 Cash Transfer of equity 0.03 [●] shares from KM Gandhi Exports Pvt. Ltd. July 25, 2008 35,000 10 1 Cash Transfer of equity 0.03 [●] shares from Vaishali Infosystem (India) Pvt. Ltd. July 25, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Kohinoor Oil Mills Limited July 25, 2008 30,000 10 1 Cash Transfer of equity 0.03 [●] shares from D.K.S. Enterprises (P) Ltd. July 25, 2008 50,000 10 1 Cash Transfer of equity 0.05 [●] shares from Homeway Marketing Pvt. Ltd. July 25, 2008 90,000 10 1 Cash Transfer of equity 0.09 [●] shares from 94Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) Shivam Softech Ltd. July 25, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Tezpur Buildcon Pvt. Ltd. July 25, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Walcon India (P) Ltd. July 25, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Suvan Agro Enterprise Pvt. Ltd. July 25, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from BVJ Exports Pvt. Ltd. July 25, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from BhagyaLaxmi Polymers Pvt. Ltd. September 28, 15,000 10 1 Cash Transfer of equity 0.01 [●] 2009 shares from Soul Exports Pvt. Ltd. April 8, 2014 12,500 10 1 Cash Transfer of equity 0.01 [●] shares from Star Infovision Private Limited April 8, 2014 12,500 10 1 Cash Transfer of equity 0.01 [●] shares from GRG Mercantiles Pvt. Ltd. January 25, 50 10 1 Cash Transfer of equity Negligible [●] 2018 shares from Praveen Jain January 25, 50 10 1 Cash Transfer of equity Negligible [●] 2018 shares from Pradeep Jain January 25, 100 10 1 Cash Transfer of equity Negligible [●] 2018 shares from Rajni Jain January 25, 100 10 1 Cash Transfer of equity Negligible [●] 2018 shares from Shalini Jain January 25, 50 10 1 Cash Transfer of equity Negligible [●] 2018 shares from Anil Raizada March 24, 2022 (175,000) 10 Nil Not applicable Transfer of equity (0.17) [●] shares by way of gift to Vipul Family Trust March 24, 2022 (182,120) 10 Nil Not applicable Transfer of equity (0.18) [●] shares by way of gift to Vipul Family Trust November 21, (1) 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift to Vardaan Nagpal November 21, (999) 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift to Vardaan Nagpal 95Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) November 21, (1) 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift to Darshan Lal Nagpal November 22, (1) 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift to Prem Nagpal Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to 10,203,500 Equity Shares of face value of ₹1 each. Accordingly, the shareholding of Vipul Nagpal changed from 247,228 equity shares of face value ₹10 each to 2,472,280 Equity Shares of face value ₹1 each. January 6, 2025 22,250,520 1 - Not applicable Bonus allotment in 21.81 [●] the ratio of nine Equity Shares for each Equity Share held Total 24,722,800 24.23 [●] Garima Nagpal Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) September 15, 5,000 10 10 Cash Initial subscription Negligible [●] 2005 to the Memorandum of Association March 30, 2006 40,000 10 10 Cash Further issue 0.04 [●] July 21, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from Globetech Solutions Pvt. Ltd. July 21, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from Onyx Exim & Sales Ltd. July 21, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from Shimmer Marketing Pvt. Ltd. July 21, 2008 30,000 10 1 Cash Transfer of equity 0.03 [●] shares from Ibex Infotech Pvt. Ltd. July 21, 2008 35,000 10 1 Cash Transfer of equity 0.03 [●] shares from Rapid Impex Pvt. Ltd. July 21, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from Eloquent Engineering Pvt. Ltd. July 21, 2008 40,000 10 1 Cash Transfer of equity 0.04 [●] shares from Janak Nandini Infosystems Pvt. Ltd. July 21, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Hopewin Admark 96Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) and Consultancy Services Pvt. Ltd. July 21, 2008 45,000 10 1 Cash Transfer of equity 0.04 [●] shares from Phoenix Hotels & Resorts Pvt. Ltd. September 28, 15,000 10 1 Cash Transfer of equity 0.01 [●] 2009 shares from Blossom Portfolio Pvt Ltd March 24, 2022 (195,000) 10 Nil Not applicable Transfer of equity (0.19) [●] shares by way of gift to Garima Family Trust March 24, 2022 (162,120) 10 Nil Not applicable Transfer of equity (0.16) [●] shares by way of gift to Garima Family Trust Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to Equity Shares of face value of ₹1 each. Accordingly, the shareholding of Garima Nagpal changed from 57,880 equity shares of face value ₹10 each to 578,800 Equity Shares of face value ₹1 each. January 6, 2025 5,209,200 1 - Not applicable Bonus allotment in 5.10 [●] the ratio of nine Equity Shares for each Equity Share held Total 5,788,000 5.67 [●] Vardaan Nagpal Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) November 21, 1 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift from Vipul Nagpal November 21, 999 10 Nil Not applicable Transfer of equity Negligible [●] 2024 shares by way of gift from Vipul Nagpal Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to Equity Shares of face value of ₹1 each. Accordingly, the shareholding of Vardaan Nagpal changed from 1,000 equity shares of face value ₹10 each to 10,000 Equity Shares of face value ₹1 each. January 6, 2025 90,000 1 - Not applicable Bonus allotment in 0.09 [●] the ratio of nine Equity Shares for each Equity Share held Total 100,000 0.10 [●] 97Vipul Family Trust Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) March 24, 2022 175,000 10 Nil Not applicable Transfer of equity 0.17 [●] shares by way of gift from Vipul Nagpal March 24, 2022 182,120 10 Nil Not applicable Transfer of equity 0.18 [●] shares by way of gift from Vipul Nagpal Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to Equity Shares of face value of ₹1 each. Accordingly, the shareholding of Vipul Family Trust changed from 357,120 equity shares of face value ₹10 each to 3,571,200 Equity Shares of face value ₹1 each. January 6, 2025 32,140,800 1 - Not applicable Bonus allotment in 31.50 [●] the ratio of nine Equity Shares for each Equity Share held Total 35,712,000 35.00 [●] Garima Family Trust Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer transfer equity shares (₹) price per allotment/ equity share equity share equity transfer capital (%) capital (%) share (₹) March 24, 2022 195,000 10 Nil Not applicable Transfer of equity 0.19 [●] shares by way of gift from Garima Family Trust March 24, 2022 162,120 10 Nil Not applicable Transfer of equity 0.16 [●] shares by way of gift from Garima Family Trust Pursuant to resolutions passed by our Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, our Company has sub-divided 1,020,350 equity shares of face value of ₹10 each to Equity Shares of face value of ₹1 each. Accordingly, the shareholding of Garima Family Trust changed from 357,120 equity shares of face value ₹10 each to 3,571,200 Equity Shares of face value ₹1 each. January 6, 2025 32,140,800 1 - Not applicable Bonus allotment in 31.50 [●] the ratio of nine Equity Shares for each Equity Share held Total 35,712,000 35.00 [●] (b) Details of Promoters’ Contribution and lock-in Pursuant to Regulations 14 and 16 (1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully diluted post-Offer Equity Share capital of our Company held by our Promoters shall be considered as the minimum Promoters’ Contribution and is required to be locked-in for a period of three years from the date of Allotment (“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% shall be locked in for a period of one year from the date of Allotment. The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’ Contribution for a period of three years, from the date of Allotment as Promoters’ Contribution are as set out below:* 98Name of the Number of Date up to Date of Nature of Face value Issue/Acqui Pre- Offer Percentage Promoter Equity which Acquisition transact ion (₹) sition price Equity of post- Offer Shares Equity of Equity per Equity Share Equity Share locked-in Shares are Shares and Share (₹) capital capital subject to when made (%) lock-in fully paid- up [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] [●] * To be completed prior to filing of the Prospectus with the RoC. Our Promoters have given consent to include such number of Equity Shares held by them as disclosed above, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as minimum Promoter’s Contribution and have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the minimum Promoters’ Contribution from the date of filing this Draft Red Herring 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. Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the share capital held by our Promoters, see “—Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares – Build-up of Promoters’ equity shareholding in our Company” on page 94. In this connection, we confirm the following: (i) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired during the three immediately preceding years (a) for consideration other than cash and revaluation of assets or capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves or unrealised profits of our Company or from a bonus issue against Equity Shares, which are otherwise ineligible for computation of Promoters’ Contribution; (ii) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired by our Promoters during the year immediately preceding the date of this Draft Red Herring Prospectus at a price lower than the Offer Price; provided that this does not apply to Equity Shares arising from the conversion of fully paid-up compulsorily convertible securities that have been held for a period of one year prior to filing this Draft Red Herring Prospectus and such fully paid-up compulsorily convertible securities have been converted to Equity Shares; (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 in the preceding one year and hence, no Equity Shares have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from a partnership firm or a limited liability partnership firm; (iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other encumbrance; and (v) All Equity Shares held by our Promoters are in dematerialised form as on the date of this Draft Red Herring Prospectus. (c) Details of Equity Shares locked-in for six months In terms of Regulation 17 of the SEBI ICDR Regulations, in addition to the Equity Shares proposed to be locked-in as part of the minimum Promoters’ Contribution as stated above, as prescribed under the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our Company (including any unsubscribed portion of the Offered Shares) will be locked-in for a period of six months from the date of Allotment or any other period as may be prescribed under applicable law, except for the (i) Equity Shares which may be Allotted to the employees under the employee stock option scheme pursuant to exercise of options held by such eligible employees, whether current employees or not, in accordance with the employee stock option scheme or a stock appreciation right scheme; (ii) Equity Shares Allotted pursuant to the Offer and (iii) the Equity Shares held by VCFs or Category I AIF or Category II AIF or FVCI, subject to certain conditions set out in Regulation 17 of the SEBI ICDR Regulations, provided that such Equity Shares will be locked-in for a period of at least six months from the date of purchase by the VCFs or Category I AIF or Category II AIF or FVCI. 99(d) Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors 50% of the Equity Shares Allotted to Anchor Investors under 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 under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment. (e) Recording on non-transferability of Equity Shares locked-in Pursuant to Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of locked-in Equity Shares are recorded by the relevant depositories. (f) Other requirements in respect of lock-in Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters may be pledged only with scheduled commercial banks or public financial institutions or a Systemically Important NBFC or a housing finance company as collateral security for loans granted by such scheduled commercial bank or public financial institution or Systemically Important NBFC or housing company, provided that specified conditions under the SEBI ICDR Regulations are complied with. However, the relevant lock-in period shall continue pursuant to the invocation of the pledge referenced above, and the relevant transferee shall not be eligible to transfer the Equity Shares till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations. Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are locked- in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to any member of the Promoter Group, or to a new promoter of our Company and the Equity Shares held by any persons other than our Promoters, which are locked-in in accordance with Regulation 17 of the SEBI ICDR Regulations, may be transferred to and among such other persons holding Specified Securities that are locked in, subject to continuation of the lock-in in the hands of the transferee for the remaining period and compliance with the SEBI Takeover Regulations, as applicable. 1007. Shareholding pattern of our Company The table below presents the Equity Shareholding pattern of our Company, as on the date of this Draft Red Herring Prospectus: Cate Category of Number Number of Number Number of Total Shareholdi Number of Voting Rights held in each Number of Shareholding, Number of Number of Number of gory shareholder (II) of fully paid of Partly shares number of ng as a % class of securities (IX) shares as a % Locked in Shares equity (I) sharehol up Equity paid-up underlying shares held of total Underlying assuming full shares (XII) pledged or shares held ders (III) Shares held Equity Depository (VII)=(IV)+( number of Outstanding conversion of otherwise in (IV) Shares Receipts V) + (VI) shares Convertible convertible encumbered dematerialis held (V) (VI) (calculate securities securities (as a (XIII) ed form as per Number of Voting Rights Total as (including percentage of Number As a Numb As a % (XIV) SCRR, Class e.g.: Class Total a % of Warrants) diluted share (a) % of er (a) of total 1957) Equity e.g.: (A+B + (X) capital) (XI)= total Shares (VIII) As a Shares Other C) (VII)+(X) As a Share held % of s % of s held (b) (A+B+C2) (A+B+C2) (b) (A) Promoters and 7 10,20,35,000 - - 10,20,35,000 100.00% Equity - 10,20,35,00 100.00% - - - - - - 10,20,35,000 Promoter Group Shares 0 (B) Public - - - - - - - - - - - - - - - - - (C) Non-Promoter- - - - - - - - - - - - - - - - - - Non Public (C1) Shares - - - - - - - - - - - - - - - - - underlying depository receipts (C2) Shares held by - - - - - - - - - - - - - - - - - employee trusts Total 7 10,20,35,000 - - 10,20,35,000 100.00% - - 10,20,35,00 100.00% - - - - - - 10,20,35,000 0 1018. Details of shareholding of the major Shareholders of our Company: (a) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as on the date of this Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Shares (of Percentage of the pre-Offer No. face value of ₹1)* held Equity Share capital (%) 1. Vipul Family Trust 35,712,000 35.00 2. Garima Family Trust 35,712,000 35.00 3. Vipul Nagpal 24,722,800 24.23 4. Garima Nagpal 5,788,000 5.67 Total 101,934,800 99.90 Note: *Our Company has sub-divided each of its Equity Shares bearing face value of ₹10 each into 10 Equity Shares bearing face value of ₹1 each pursuant to a resolution of our Board and Shareholders dated December 16, 2024 and December 17, 2024, respectively, and carried a bonus issuance of nine new shares per Equity Share, dated January 6, 2025. (b) Set out 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 Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Percentage of the pre- No. Shares (of face value of Offer Equity Share ₹1)* held capital (%) 1. Vipul Family Trust 35,712,000 35.00 2. Garima Family Trust 35,712,000 35.00 3. Vipul Nagpal 24,722,800 24.23 4. Garima Nagpal 5,788,000 5.67 Total 101,934,800 99.90 Note: *Our Company has sub-divided each of its Equity Shares bearing face value of ₹10 each into 10 Equity Shares bearing face value of ₹1 each pursuant to a resolution of our Board and Shareholders dated December 16, 2024 and December 17, 2024, respectively, and carried a bonus issuance of nine new shares per Equity Share, dated January 6, 2025. (c) Set out 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 Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Percentage of the pre- No. Shares (of face value of Offer Equity Share ₹10) held capital (%) 1. Vipul Family Trust 3,57,120 35.00 2. Garima Family Trust 3,57,120 35.00 3. Vipul Nagpal 2,48,230 24.33 4. Garima Nagpal 57,880 5.67 Total 10,20,350 100.00 (d) Set out 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 Draft Red Herring Prospectus: S. Name of Shareholder Number of Equity Percentage of the pre- No. Shares (of face value of Offer Equity Share ₹10 each) held capital (%) 1. Vipul Family Trust 3,57,120 35.00 2. Garima Family Trust 3,57,120 35.00 3. Vipul Nagpal 2,48,230 24.33 4. Garima Nagpal 57,880 5.67 Total 10,20,350 100.00 9. Details of the Shareholding of our Directors, our Key Managerial Personnel, our Senior Management Personnel, our Promoters and members of our Promoter Group Except as disclosed below, as on the date of this Draft Red Herring Prospects, neither our Promoters, the members of our Promoter Group, Directors, Key Managerial Personnel or Senior Management Personnel hold any Equity Shares in our Company: S. Name of the Shareholder Number of Equity Percentage of the Percentage of the No. Shares held of ₹1 pre- Offer Equity post-Offer Equity each Share capital (%) Share capital (%) Promoters 1. Vipul Nagpal (also the Chairman and Managing 24,722,800 24.23 [●] Director and KMP) 102S. Name of the Shareholder Number of Equity Percentage of the Percentage of the No. Shares held of ₹1 pre- Offer Equity post-Offer Equity each Share capital (%) Share capital (%) 2. Garima Nagpal (also a Whole-time Director and 5,788,000 5.67 [●] KMP) 3. Vardaan Nagpal (also a Whole-time Director and 100,000 0.10 [●] KMP) 4. Vipul Family Trust 35,712,000 35.00 [●] 5. Garima Family Trust 35,712,000 35.00 [●] Members of our Promoter Group 1. Darshan Lal Nagpal 100 Negligible [●] 2. Prem Nagpal 100 Negligible [●] Total 102,035,000 100.00 [●] For details, with respect to the shareholding of our Directors, KMPs and SMPs, see “Our Management – Shareholding of Directors in our Company” and “Our Management – Shareholding of Key Managerial Personnel and Senior Management Personnel” on pages 243 and 256, respectively. 10. None of the BRLMs or their respective associates, as defined in the SEBI Merchant Bankers Regulations, hold any Equity Shares in our Company as of the date of this Draft Red Herring Prospectus. The BRLMs and their respective associates may engage in transactions with and perform services for our Company in the ordinary course of business or may in the future engage in commercial banking and investment banking transactions with our Company, for which they may in the future receive compensation. 11. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase of the specified securities of the Company. 12. Our Company has not made any public issue since its incorporation and has not made any rights issue of any kind or class of securities since its incorporation, other than as disclosed in “– Share Capital History of our Company” on page 89. 13. Our Company does not have any partly paid-up Equity Shares as of the date of this Draft Red Herring Prospectus and all Equity Shares Allotted in the Offer will be fully paid-up at the time of Allotment. 14. Except for the Equity Shares/ Specified Securities, as the case may be, allotted pursuant to (i) the Offer; (ii) the Pre- IPO Placement, and (iii) any issue of Equity Shares pursuant to exercise of options which may be granted under the OCL ESOP Scheme 2025, there will be no further issue of Equity Shares whether by way of issue of bonus shares, rights issue, preferential issue or any other manner during the period commencing from the date of filing of this Draft Red Herring Prospectus until the listing of the Equity Shares on the Stock Exchanges pursuant to the Offer or refund of application monies. 15. Our Company shall also ensure that any proposed pre-IPO placement disclosed in the draft offer document shall be reported to the Stock Exchanges, within 24 hours of such pre-IPO transactions (in part or in entirety). 16. There have been no financing arrangements whereby the members of our 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 the period of six months immediately preceding the date of this Draft Red Herring Prospectus 17. Except as disclosed under “Notes to the Capital Structure – Share Capital History of our Company – Equity share capital” and “Build-up of Promoters’ equity shareholding in our Company” on pages 89 and 94, neither our Promoters, the members of our Promoter Group nor our Directors or any of their relatives have purchased or sold any securities of our Company during the period of six months immediately preceding the date of this Draft Red Herring Prospectus. 18. Except for the Offer and any issue of Equity Shares pursuant to exercise of options which may be granted under the OCL ESOP Scheme 2025, our Company presently does not intend or propose to alter its 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, directly or indirectly for Equity Shares) or any merger and acquisition whether on a preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or qualified institutions placements or otherwise. 19. As of the date of this Draft Red Herring Prospectus, the total number of holders of the Equity Shares is seven. Further, our Company is in compliance with Section 25 of the Companies Act, 2013 and has not had more than 200 shareholders in any financial year since incorporation. 10320. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our Promoter Group during the period between the date of this Draft Red Herring Prospectus and the date of closure of the Offer shall be reported to the Stock Exchanges within 24 hours of the transactions. 21. Except for any employee stock options that have been granted pursuant to the OCL ESOP Scheme 2025, there are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle any person any option to receive Equity Shares as on the date of this Draft Red Herring Prospectus. 22. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by law. 23. Neither the Book Running Lead Managers nor any associate of the Book Running Lead Managers (except Mutual Funds sponsored by entities which are associates of the Book Running Lead Managers or insurance companies promoted by entities which are associate of Book Running Lead Managers or AIFs sponsored by the entities which are associate of the Book Running Lead Managers or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the Book Running Lead Managers) shall apply in the Offer under the Anchor Investor Portion. 24. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters and members of our Promoter Group are pledged or otherwise encumbered. 25. Our Promoters and members of the Promoter Group shall not participate in the Offer, except by way of participation as Promoter Selling Shareholders, in the Offer for Sale. 26. No person connected with the Offer, including, but not limited to, the members of the Syndicate, our Company, our Directors, our Promoters, members of our Promoter Group or Group Companies, shall offer or make payment of 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. 27. The Book Running Lead Managers are not associates of the Company. 28. As on the date of this Draft Red Herring Prospectus, our Company does not have a stock appreciation right scheme. 29. Employee Stock Option Plan Pursuant to the resolutions passed by our Board on June 12, 2025, and our Shareholders on June 13, 2025, our Company has approved the OCL Employee Stock Option Scheme 2025 (“OCL ESOP Scheme 2025”) for issue of options to the eligible employees which may result in issue of Equity Shares not exceeding 4,000,000 Equity Shares. The OCL ESOP Scheme 2025 has been framed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The objective of the OCL ESOP Scheme 2025 is to reward the employees for association, dedication and contribution to the goals of the Company; attract and retain the key talents by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability; to align employees interest with that of the shareholders and enable the employees not only to become co-owners, but also to create wealth out of such ownership in future. The salient features of the OCL ESOP Scheme 2025 are set out below: Grant of options and exercise price: Grant of options shall be evidenced by letter which shall be deemed to incorporate all the terms of the OCL ESOP Scheme 2025. The exercise price, subject to applicable law, shall not be more than the fair market value and shall not be less than the face value per equity share of the Company as on the date of grant. As on the date of this Draft Red Herring Prospectus, all grants of options under the OCL ESOP Scheme 2025 are in compliance with Companies Act, 2013. Vesting of options: Options granted under OCL ESOP Scheme 2025 for eligible employees shall vest as per the vesting schedule provided in OCL ESOP Scheme 2025. The vesting of options is subject to continued employment and fulfilment of performance parameters as may be determined by the committee of our Board. Exercise period: The exercise period would commence from the date of vesting of options and will be subject to a maximum period of eight years from the date the options are vested or such shorter period as may be prescribed by the Board at the time of grant of options. 104The following table sets forth the particulars of OCL ESOP Scheme, as certified Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W), by way of their certificate dated July 10, 2025, as on the date of this Draft Red Herring Prospectus: Particulars From April 01, 2025 to date of filing of Fiscal 2025 Fiscal 2024 Fiscal 2023 this Draft Red Herring Prospectus Total options outstanding as at the 40,00,000 Nil Nil Nil beginning of the period Options granted during the period 4,96,024 Nil Nil Nil Exercise Price (in ₹) of outstanding 212.96 Nil Nil Nil options Options vested Nil Nil Nil Nil Options exercised Nil Nil Nil Nil The total number of Equity Shares Nil Nil Nil Nil arising as a result of full exercise of options at the end of the period Options forfeited/lapsed /cancelled Nil Nil Nil Nil during the period Variation of terms of options Nil Nil Nil Nil Money realized by exercise of Nil Nil Nil Nil options Total number of options in force at 40,00,000 Nil Nil Nil the end of the period Employee-wise detail of options Nil Nil Nil granted to: i. Key managerial personnel Rakesh Khurmi 36,442 Nil Nil Nil Mona Kaushik 9,154 Nil Nil Nil ii. Senior management Farogh Alam 48,589 Nil Nil Nil iii. Any other employee who Nil Nil Nil Nil received a grant in any one year of options amounting to 5% or more of the options granted during the year/period iv. Identified employees who Nil Nil Nil Nil 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 Fully diluted earnings per equity Not determinable at this stage 5.22 3.93 2.54 share (face value of ₹ 1/- Equity Share) pursuant to issue of Equity Shares on exercise of options calculated in accordance with the accounting standard Ind AS 33 for ‘Earnings per Share’ Difference, if any, between Nil Nil Nil Nil employee compensation cost calculated using the intrinsic value of stock options and the employee compensation cost calculated on the basis of fair value of stock options and its impact on profits and on the Earnings per equity share (face value of ₹ 1/- Equity Share) Description of the pricing formula The fair value of the options is measured Nil Nil Nil method and significant assumptions using Black-Scholes Valuation Model. used during the year to estimate the The key input used in the measurement fair values of options, including of the grant date fair valuation of equity weighted-average information, settled plans are given below: namely, Risk-free interest Rate: - 5.89% to 5.99% risk-free interest rate, expected life, Expected Life (In years): - 4.92 to 6.42 expected volatility, expected Years dividends and the price of the Volatility:- 36.69% to 37.77% underlying share in market at the Dividend Yield – 0.23% 105Particulars From April 01, 2025 to date of filing of Fiscal 2025 Fiscal 2024 Fiscal 2023 this Draft Red Herring Prospectus time of grant of the option Impact on profit and earnings per NA – No impact Nil Nil Nil Equity Share (face value of ₹ 1/- Since the Company is following Ind AS Equity Share, as applicable) of the 102 which is in line with the Securities last three years if the accounting and Exchange Board of policies prescribed in the SEBI India (Share Based Employee Benefits SBEB Regulations had been and Sweat Equity) Regulations followed in respect of options granted in the last three years Intention of the KMPs, senior Nil Nil Nil Nil management and whole time directors who are holders of Equity Shares allotted on exercise of options granted to sell their equity shares within three months after the date of listing of Equity Shares pursuant to the Offer Intention to sell Equity Shares Nil Nil Nil Nil arising out of an employee stock option scheme within three months after the listing of Equity Shares, by Directors, key managerial personnel, senior management and employees having Equity Shares arising out of an employee stock option scheme, amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions) 106OBJECTS OF THE OFFER The Offer comprises the Fresh Issue of [●] Equity Shares, aggregating up to ₹3,200.00 million by our Company and the Offer for Sale of up to [●] Equity Shares, aggregating up to ₹ 3,800.00 million by the Promoter Selling Shareholders. For details, see “Offer Document Summary” and “The Offer” on pages 14 and 77, respectively. Offer for Sale The Promoter Selling Shareholders shall be entitled to the proceeds of the Offer for Sale after deducting their respective proportion of Offer expenses and relevant taxes thereon. Our Company will not receive any proceeds from the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds. For further details in reference to the Offer expenses, see “- Offer expenses” on page 115. Fresh Issue Net Proceeds The details of the proceeds of the Net Proceeds from the Fresh Issue are set out below: Particulars Estimated Amount (₹ million) Gross proceeds of the Fresh Issue 3,200.00(1) (Less) Offer-related expenses in relation to the Fresh Issue [●](2)(3) Net Proceeds [●](3) 1. Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. 2. See “– Offer expenses” on page 115. 3. To be finalized upon determination of the Offer Price and will be updated in the Prospectus prior to filing with the RoC. Requirement of funds Our Company proposes to utilize the Net Proceeds towards funding the following objects (collectively, referred to herein as the “Objects”): 1. Funding of capital expenditure requirements of our Company towards purchase of machinery, equipment and civil works at our Manufacturing Facilities; 2. Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by our Company; and 3. General corporate purposes (collectively, the “Objects”) In addition, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges and enhancement of our Company’s visibility and brand image and creation of a public market for our Equity Shares in India. The main objects and objects incidental and ancillary to the main objects set out in our Memorandum of Association enable us: (i) to undertake our existing business activities and other activities set out therein; (ii) to undertake the activities proposed to be funded from the Net Proceeds; and (iii) undertake the activities towards which the loans proposed to be repaid or pre-paid from the Net Proceeds were utilised. Utilization of Net Proceeds Our Company proposes to utilize the Net Proceeds towards the following objects: Sr. Particulars Estimated amount (₹ No. million)(2) 1. Funding of capital expenditure requirements of our Company towards purchase of machinery, equipment 915.00 and civil works at our Manufacturing Facilities 2. Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed 1,555.00 by our Company 3. General Corporate Purposes(1) [●] Net Proceeds(1) [●] 107(1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue. To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC. (2) Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Proposed schedule of implementation and deployment of Net Proceeds We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and deployment of funds, as set forth in the table below: (in ₹ million) Particulars Estimated Estimated schedule of deployment of Net utilization from Proceeds Net Proceeds(2) Fiscal 2026 Fiscal 2027 Fiscal 2028 Funding of capital expenditure requirements of our Company 915.00 30.00 500.00 385.00 towards purchase of machinery, equipment and civil works at our Manufacturing Facilities Repayment or prepayment, in full or in part, of all or a portion of 1,555.00 1,555.00 - - certain outstanding borrowings availed by our Company General corporate purposes(1) [●] [●] [●] [●] Total [●] [●] [●] [●] (1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue. To be determined upon finalisation of the Offer Price and updated in the Prospectus prior to filing with the RoC. (2) Includes the proceeds, if any, received pursuant to the Pre-IPO Placement. Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended. The Pre-IPO Placement, if undertaken, shall not exceed 20.00% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre- IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. We intend to deploy the Net Proceeds towards the Objects as disclosed in the table above, in accordance with the business needs of our Company. However, the actual deployment of funds will depend on a number of factors, including the timing of completion of the Offer, market conditions, our Board’s analysis of economic trends and business requirements as well as general factors affecting our results of operations and financial condition. Depending upon such factors, we may have to reduce or extend the deployment period for the stated Objects, at the discretion of our management, and in accordance with applicable laws. In the event that the estimated utilization of the Net Proceeds in a scheduled Fiscal is not completely met, including due to the reasons stated above, the same shall be utilized in the next Fiscal, as may be determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors– The objects of the Offer for which funds have been raised and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution. The deployment of funds is entirely at the discretion of our management and as per the details mentioned in the section titled “Objects of the Offer”. Any revision in the estimates may require us to reschedule our expenditure and may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost overruns, our business, financial condition and results of operations may be adversely affected” on page 59. The above requirement of funds are based on our current business plan as approved by our Board of Directors pursuant to their resolution dated July 10, 2025, internal management estimates based on the prevailing market conditions, and also based on quotations obtained from certain vendors. These funding requirements or deployments have not been appraised by any bank or financial institution. We may have to revise our funding requirements and deployment from time to time on account of various factors, such as change in costs, including due to inflation or increase in the rate of taxation, revision in quotations at the time of actual expenditure, change in financial and market conditions, our management’s analysis of economic trends and our business requirements, changes in technology, as well as general factors affecting our results of operations, financial condition, business and strategy and interest/exchange rate fluctuations or other external factors, which may not be within the control of our management. This may entail rescheduling (including preponing the deployment of Net Proceeds) and revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion of our management, subject to compliance with applicable law. 108In case of a shortfall in meeting the aforementioned Objects, we may explore a range of alternate funding options including utilizing our internal accruals and availing future debt from lenders. We believe that such alternate funding arrangements would be available to fund any such shortfalls. Means of finance The fund requirements for the Objects are proposed to be met from the Net Proceeds and any shortfall from our internal accruals. Accordingly, we confirm that there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue as required under Paragraph 9(C)(1) of Part A of Schedule VIII and Regulation 7(1)(e) the SEBI ICDR Regulations and existing identifiable internal accruals. In case of a shortfall in the Net Proceeds or any increase in the actual utilisation of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal accruals. Details of the Objects 1. Funding of capital expenditure requirements of our Company towards purchase of machinery, equipment and civil works at our Manufacturing Facilities We are a manufacturing company with our primary focus on networking cables and passive networking equipment, catering to high-growth industries including broadband, telecom, data centre, renewable energy, smart building automation/ security, system integrators, FMEG and automobiles. We manufacture a diverse range of products which are customized to the specifications of our customers, under the following broad segments (i) Networking Cables and Solutions; (ii) Specialty Power, Optical Fibre Cables and Solutions; and (iii) Other Allied Products. Accordingly, to cater to the growing demand from our existing customers and to meet requirements of new customers, we intend to equip our Unit II, with a wide range of advanced and diverse machineries and equipment. Set out below are the details of our existing installed capacity as well as capacity expansion that we propose to undertake, assuming installation of the machinery and equipment to be purchased from the Net Proceeds of the Fresh Issue: (in numbers of units) Unit of Installed Capacity as of March 31, Proposed Increase in Total Installed Capacity measurement 2025^ Capacity** post expansion** KM 794,976 359,520 1,154,496 Pcs 5,040,000 12,240,000 17,280,000 * As certified by Manoj Kumar Jain, Chartered Engineer, vide their certificate dated July 10, 2025. ^ On annualised basis Notes: ** The total installed capacity post expansion is subject to the Company being able to successfully install, commission and implement its capacity expansion plans. We have in the past invested certain amounts towards capital expenditure in order to expand our manufacturing capabilities. Our capital expenditure as a percentage of revenue from operations for Fiscal 2025, Fiscal 2024 and Fiscal 2023 was as follows: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 ₹ in million % of revenue ₹ in million % of revenue ₹ in million % of from operations from revenue operations from operations Capital expenditure* 807.31 9.79 168.16 2.56 64.17 1.18 * Capital expenditure includes additions to property, plant and equipment for the respective Fiscals. Over the years, we have scaled our capacity in line with evolving market demand and our strategic positioning and added products to our comprehensive product portfolio to better serve our existing customer base and onboard new customers. Our Company is now venturing into new products including E Beam Cables, Solar Junction Box, Tethered Drone and Harnesses, which have wide applications in high growth sectors including broadband, telecom, renewable energy, data centre, E-mobility, FMEG real estate (smart homes, offices, security and surveillance), cable resellers and government sectors such as railways and defence, aerospace and railways. In Fiscal 2025, we introduced e-beam technology to further enhance our capabilities. According to the 1Lattice Report, the Indian solar E-beam market grew from approximately ₹3.2 billion in Fiscal 2019 to approximately ₹38.9 billion in Fiscal 2025, registering a CAGR of approximately 51.3%, driven by rising demand across the renewable energy and infrastructure sectors. As part of our growth strategy, we intend to undertake capacity expansion and enhance operational efficiency by procuring machinery and equipment and proposed addition by way of civil works for installation of machinery. Through our focused efforts to expand our capacity, combined with our past experience of efficient use of capital, we believe that we will be well placed to meet the emerging demand in the domestic markets as well as continue our expansion in 109global markets. For further details, see “Our Business – Capacity expansion and enhancing operational efficiency” and “Our Business - Diversifying our specialized product portfolio through innovation and targeting high growth and emerging areas in the future” on pages 208 and 206. Our Board in its meeting held on July 10, 2025 approved an amount of ₹915.00 million for the purpose of funding the proposed capital expenditure as stated herein above from the Net Proceeds. Our Company has received quotations from various vendors for the proposed capital expenditure and is yet to place any orders or enter into definitive agreements for purchase of machinery or equipment. Based on the valid quotations received from various vendors, our Company intends to utilize ₹ 915.00 million out of the Net Proceeds for the purchase of machinery and equipment to be installed and civil works to be undertaken at our Manufacturing Facilities, and the remaining expenses shall be met from our internal accruals. No second hand or used machinery or equipment are proposed to be purchased out of the Net Proceeds. An indicative list of such machinery and equipment that we intend to purchase, along with details of the quotations we have received in this respect is set forth below: Sr. Name of the Quantity Total Estimated Potential Vendor Date of Validity No. Machinery/ Cost* (in ₹ Quotation Equipment million) Machinery and equipment 1. 500 KVA High 3 7.17 Riello Power India May 21, 2025 Valid for six months Performance On-Line Private Limited UPS System 2. Batteries 12 V SMF 3 5.22 Riello Power India May 21, 2025 Valid for six months VRLA, 150 AH, 126 Private Limited Nos. Make – Quanta for power backup on the running load with 500 KVA UPS 3. Electro Tin Plating- 2 14.40 Cab Device May 21, 2025 Valid for six months Single Wire-10 Micron Industries 4. Lab Equipment for 1 1.20 Hanspaul June 5, 2025 Valid for six months Electrical Test Elektronik 5. Lab Equipment for 1 3.18 Hanspaul June 5, 2025 Valid for six months Mechanical Test Elektronik 6. Lab Equipment for 1 2.27 Hanspaul June 5, 2025 Valid for six months Flame Test Elektronik 7. Lab Equipment for 1 0.57 Hanspaul June 5, 2025 Valid for six months Chemical Test Elektronik 8. Lab Equipment for 1 0.61 Hanspaul June 5, 2025 Valid for six months Visual Test Elektronik 9. Lab Equipment for 1 3.48 Hanspaul June 5, 2025 Valid for six months Environmental Test Elektronik 10. 48 Bobbin Armouring 1 15.00 UBR Engineering May 21, 2025 Valid for six months Machine Works 11. 3+1 Core Laying 1 15.00 UBR Engineering May 21, 2025 Valid for six months Machine Works 12. 1600/2240 Ǿ MM 1 38.00 UBR Engineering May 21, 2025 Valid for six months Drum Twister Works 13. 2200 MM Collumn 1 1.50 UBR Engineering May 21, 2025 Valid for six months Type Rewinding Line Works 14. Complete Extruder Line 6 155.61# First Dragon (CN) June 5, 2025 Valid for six months (Insulation/ Sheathing) Ltd. 15. Extruder (Insulation 9 23.75# First Dragon (CN) June 5, 2025 Valid for six months /Filler) Ltd. 16. Extruder (Insulation/ 9 31.79# First Dragon (CN) June 5, 2025 Valid for six months Sheath) Ltd. 17. Twisting/ Bunching 48 117.76# First Dragon (CN) June 5, 2025 Valid for six months Machine Ltd. 18. Twisting/ Laying 6 23.44# First Dragon (CN) June 5, 2025 Valid for six months Machine - Double Twist Ltd. 19. Twisting/ Laying 2 6.57# First Dragon (CN) June 5, 2025 Valid for six months Machine - Single Twist Ltd. 20. Coiling Machine 6 9.72# First Dragon (CN) June 5, 2025 Valid for six months Ltd. 21. Coiling Machine 3 5.97# First Dragon (CN) June 5, 2025 Valid for six months Ltd. 22. Extruder – Sheathing 4 30.66# First Dragon (CN) June 5, 2025 Valid for six months (Power/Solar cable) Ltd. 23. Wire Drawing Machine 1 25.74# First Dragon (CN) June 5, 2025 Valid for six months (RBD) Ltd. 110Sr. Name of the Quantity Total Estimated Potential Vendor Date of Validity No. Machinery/ Cost* (in ₹ Quotation Equipment million) 24. Intermediate Wire 1 3.90# First Dragon (CN) June 5, 2025 Valid for six months Drawing Machine Ltd. 25. Multi Wire Drawing 1 22.26# First Dragon (CN) June 5, 2025 Valid for six months Machine Ltd. 26. Assembly Line for 1 20.88# First Dragon (CN) June 5, 2025 Valid for six months Keystone Jack Ltd. 27. Electron Beam 2 154.60# CGN Dasheng May 20, 2025 Valid for six months Accelerator System Electron Accelerator 28. Compounding 1 17.64^ Jiangsu Cenmen May 21, 2025 Valid for six months pelletizing extruder line Equipment Corp., Ltd 29. UKTR-JB12x 1 19.44# Suzhou UKT New May 16, 2025 Valid for six months automatic line Energy Technology Co., Ltd 30. Cold riveting machine 1 8.33# Suzhou UKT New May 16, 2025 Valid for six months (+) Energy Technology Co., Ltd 31. Cold riveting machine 1 8.33# Suzhou UKT New May 16, 2025 Valid for six months (-) Energy Technology Co., Ltd 32. Cold riveting machine 1 8.33# Suzhou UKT New May 16, 2025 Valid for six months (M) Energy Technology Co., Ltd 33. Coiling machine (+) 1 7.41# Suzhou UKT New May 16, 2025 Valid for six months Energy Technology Co., Ltd 34. Coiling machine (-) 1 7.41# Suzhou UKT New May 16, 2025 Valid for six months Energy Technology Co., Ltd 35. Automatic measuring 1 31.84$ AESA Cortaillod April 29, 2025 Valid for six months system for LAN Cables (AESA VEGA) Civil works for installation of machinery 36. Civil and structural - 69.03 Ekbal Construction May 21, 2025 Valid for six months works for two 3.0 MeV E-Beam Reactor Total 918.00 Notes: 1. The amount included in the quotation may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw materials, increase in taxes/duties levied by governmental authorities and other incremental charges. In case of an increase in quoted amount due to a price revision, our Company will bear the difference out of internal accruals. * Including applicable custom duty and social welfare surcharge and excluding GST. # Conversion rate of 1 USD= 85.52 INR, as of June 30, 2025. ^ Conversion rate of 1 CNY= 11.94 INR, as of June 30, 2025. $ Conversion rate of 1 CHF= 108.34 INR, as of June 30, 2025. All quotations received from the vendors mentioned above are valid as on the date of this Draft Red Herring 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 machinery and equipment or at the same costs. The quantity of machinery and equipment to be purchased is based on the present estimates of our management. As on the date of this Draft Red Herring Prospectus, our Company has not deployed any fund towards the purchase of these machinery and equipment. Additionally, there may be revision in the final amounts payable towards these quotations pursuant to any taxes or levies payable on such item. Our Promoters, Directors and Key Managerial Personnel, do not have any interest in the entity from whom we have obtained quotations, in relation to such proposed purchase. We confirm that the proposed capital expenditure towards purchase of machinery, equipment and civil works for installation of machinery will not have any impact on our existing capacity utilization at our Manufacturing Facilities and will be utilized at our existing Manufacturing Facilities as per the requirements. For details, refer to “Our Business – Strategically located Manufacturing Facilities with a focus on product innovation through in-house capabilities” on page 200. 1112. Repayment or prepayment, in full or in part, of all or a portion of certain outstanding borrowings availed by our Company Our Company avails credit facilities in the ordinary course of business, primarily for meeting its working capital requirements and capital expenditure. For further details, please see section titled “Financial Indebtedness” beginning on page 331. As of April 30, 2025, our total outstanding borrowings amounted to ₹1,654.25 million, out of which the total outstanding amount for secured fund based facilities amounted to ₹1,648.25 million. Our Company proposes to utilise an estimated amount of up to ₹1,555.00 million from the Net Proceeds towards pre- payment or scheduled repayment of all or a portion of the outstanding borrowings availed by our Company. We may repay or refinance some loans set out in the tables below, prior to filing of the Red Herring Prospectus. In such a situation, we may utilise the Net Proceeds for part or full repayment of any such additional loan or loans obtained to refinance any of our existing loans. We may choose to repay or pre-pay certain borrowings availed by us, other than those identified in the table below, which may include additional borrowings we may avail after the filing of this Draft Red Herring Prospectus. Given the nature of these borrowings and the terms of repayment/pre-payment, the aggregate outstanding borrowing amounts may vary from time to time. In light of the above, at the time of filing the Red Herring Prospectus, the tables below shall be suitably updated to reflect the revised amounts or loans as the case may be which have been availed by us. In the event our Board deems appropriate, the amount allocated for estimated schedule of deployment of Net Proceeds in a particular fiscal may be repaid/ pre-paid in part or full by us in the subsequent fiscal. The selection of borrowings proposed to be repaid/prepaid by us shall be based on various factors including (i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil such requirements, (ii) levy of any prepayment penalties and the quantum thereof, (iii) other commercial considerations including, among others, the interest rate on the loan facility, the amount of the loan outstanding and the remaining tenor of the loan, (iv) receipt of consents for prepayment or waiver from any conditions attached to such prepayment from our lenders and (v) provisions of any law, rules, regulations governing such borrowings. Further, our Company has obtained written consents from our lenders for undertaking the Offer. We believe that such repayment or prepayment will help reduce our outstanding indebtedness and our debt-equity ratio and enable utilization of our internal accruals for further investment in business growth. We may avail further loans after the date of this Draft Red Herring Prospectus and/or draw down further funds under existing loans. In addition, we believe that the strength of our balance sheet and our leverage capacity will further improve, which shall enable us to raise further capital in the future at competitive rates to fund potential business development opportunities and plans to grow and expand our business in the coming years. For details in relation to the credit ratings of our Company, see “Risk Factors – There has been a downgrade in our credit ratings in the past three Fiscals and any further downgrading may affect our Company’s ability to avail of debt and could also impact the trading price of the Equity Shares” on page 38. The following table sets forth details of certain borrowings (fund based) availed by our Company, which are outstanding as on April 30, 2025 out of which our Company may repay/prepay, all or a portion of, any or all of the borrowings, from the Net Proceeds: [Remainder of this page has been left blank intentionally] 112S. Name of the Nature of loan Date of Total Total loan Rate of interest Tenor of loan Repayment Purpose for which loan Prepayment penalty/ No. lender (fund based sanction letter/ sanctioned outstanding (% per annum) (fund based Schedule was sanctioned and conditions facility) facility amount (fund amount (fund facilities) utilized* agreement based facilities) based facilities) as at April 30, as at April 30, 2025 (in ₹ 2025 (in ₹ million) million) 1. HDFC Bank Term loan February 28, 765.00 359.53 8.50%- 9.23% 48 - 69 months Equal monthly Capital expenditure for Prepayment charges of Limited 2025 instalments purchase of plant & 4% on outstanding machinery and principal amount equipment and payment made for construction of building 2. HDFC Bank Working capital February 28, 650.00 486.76 8.40%-8.50% 12 months Repayable on Working capital Prepayment charges of Limited 2025 demand requirements 4% of the overall facility limit 3. ICICI Bank Inland bills June 20, 2024 150.00 72.59 8.65% 12 months Repayable on Procurement of raw Prepayment premium of Limited discounted demand materials, consumables, 0.25% on principal stores, spares and tools amount of the loan being prepaid subject to the borrower giving at least 15 days prior irrevocable written notice of the same to ICICI Bank 4. CITI Bank Working capital March 21, 2025 650.00 528.70 9.00% 6 months-12 Repayable on Working capital 1.Up to 2% per annum Limited months demand requirements on the prepaid amount in case of loan prepayment (for the period computed as difference between the date of prepayment to the maturity date or next reset date whichever is earlier). However, in respect of facilities with floating rate interest, no such charges will be payable if a prepayment of such facility is made on an interest reset date. 2. Up to 2% per annum on the outstanding amount of the loan at the time of overdue / default/ delay in repayment (for 113S. Name of the Nature of loan Date of Total Total loan Rate of interest Tenor of loan Repayment Purpose for which loan Prepayment penalty/ No. lender (fund based sanction letter/ sanctioned outstanding (% per annum) (fund based Schedule was sanctioned and conditions facility) facility amount (fund amount (fund facilities) utilized* agreement based facilities) based facilities) as at April 30, as at April 30, 2025 (in ₹ 2025 (in ₹ million) million) the period during which the loan stays in default). 5. CITI Bank Term loan March 21, 2025 250.00 184.99 8.21% 60 months Equal monthly Capital expenditure for 1.Up to 2% per annum Limited instalments purchase of plant & on the prepaid amount in machinery and case of loan prepayment equipments and payment (for the period computed made for construction of as difference between building the date of prepayment to the maturity date or next reset date whichever is earlier). However, in respect of facilities with floating rate interest, no such charges will be payable if a prepayment of such facility is made on an interest reset date. 2. Up to 2% per annum on the outstanding amount of the loan at the time of overdue / default/ delay in repayment (for the period during which the loan stays in default). Total 2,465.00 1,632.57 * In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, our Company has obtained a certificate dated July 10, 2025 issued by our Statutory Auditor, the utilisation of the proceeds of the loans, as indicated above has been towards the purpose availed for, as per the sanction letters / loan agreements of the respective loans. For details of security provided for the abovementioned borrowings availed by our Company, see “Financial Indebtedness” on page 331. 114In the event that there are any prepayment or repayment penalties required to be paid under the terms of the relevant financing arrangements, the amount of such prepayment or repayment penalties shall be paid by us out of our internal accruals. 3. General corporate purposes The amount raised from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹ [●] million will be utilised by our Company for general corporate purposes. The general corporate purposes for which our Company proposes to utilise Net Proceeds and the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) include, but are not restricted to meeting ongoing general corporate exigencies and contingencies, strengthening marketing capabilities, expansion into existing and newer segments, meeting working capital requirements, expenses incurred in ordinary course of business, payment of commission and/or fees to consultants, acquisition of fixed assets, business development initiatives, employee welfare activities, other expenses including salaries and wages, administration, insurance, repairs and maintenance, payment of taxes and duties and any other purpose, as may be approved by the Board or a duly constituted committee thereof, subject to compliance with applicable law, including provisions of the Companies Act. The quantum of utilization of funds towards each of the above purposes will be determined by our Board, based on the amount actually available under this head and the business requirements of our Company and other relevant considerations, from time to time. Our Company’s management, in accordance with the policies of our Board, shall have flexibility in utilizing surplus amounts, if any. Our management, in accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for general corporate purposes. In the event that we are unable to utilize the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such unutilized amount in the subsequent Fiscals. Offer expenses The total expenses of the Offer are estimated to be approximately ₹ [●] million. The Offer related expenses primarily include fees payable to the BRLMs and legal counsel, fees payable to the Auditors, brokerage and selling commission, underwriting commission, commission payable to Registered Brokers, RTAs and CDPs, SCSBs’ fees, Escrow Collection Bank fees, Sponsor Banks’ fees, the Registrar’s fees, printing and stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges. Other than (a) listing fees, stamp duty payable on issue of Equity Shares pursuant to Fresh Issue, audit fees of statutory auditors (to the extent not attributable to the Offer) and expenses in relation to product or corporate advertisements consistent with past practice of our Company which will be borne by our Company; and (b) fees and expenses in relation to the legal counsel appointed by each of our Company and the Promoter Selling Shareholders which shall be borne by the Company and Promoter Selling Shareholders, respectively, and each of our Company and the Promoter Selling Shareholders have agreed that all costs, charges, fees and expenses associated with and incurred directly with respect to the Offer will be shared among our Company and the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares (i) issued and Allotted by our Company through the Fresh Issue and (ii) sold by each of the Promoter Selling Shareholders through the Offer for Sale, in accordance with Applicable Law. For avoidance of doubt, it is clarified that in the event the Promoter Selling Shareholders do not sell and/ or fully withdraws from the Offer or abandon the Offer, at any stage, prior to completion of the Offer, consequently them not being a party to the Offer Agreement, they shall not be liable to pay and/ or reimburse our Company for any cost, charges, fees and expenses associated with and incurred in connection with the Offer (including BRLMs fee and expenses). All such payments shall be made by our Company on behalf of the Promoter Selling Shareholders and, each of the Promoter Selling Shareholders agree that it shall reimburse our Company, on a pro rata basis, in proportion to its respective portion of the Offered Shares that are sold in the Offer, for any documented expenses incurred by our Company on behalf of such Promoter Selling Shareholder, subject to receipt of supporting documents for such expenses upon the successful completion of the Offer. It is further clarified that all payments shall be made first by our Company and consequently each of the Promoter Selling Shareholders severally and not jointly shall reimburse our Company for its respective proportion of Offer related expenses upon the success of the Offer. In the event that the Offer is postponed or withdrawn or abandoned for any reason or in the event the Offer is not successfully completed, all expenses in relation to the Offer including the fees of the Book Running Lead Managers, and their respective reimbursement for expenses which may have accrued up to the date of such postponement, withdrawal, abandonment or failure as set out in their respective engagement letters, shall be borne and paid by our Company and each of the Promoter Selling Shareholders, on a pro rata basis, in proportion to the number of Equity Shares proposed to be issued and Allotted by our Company through the Fresh Issue and the respective portion of the Offered Shares proposed to be transferred by each of the Promoter Selling Shareholders in the Offer for Sale. 115Activity Estimated As a percentage of As a percentage of expenses(1) the total estimated the total Offer Offer expenses(1) size(1) (₹ million) (%) (%) BRLMs fees and commissions (including underwriting [●] [●] [●] commission, brokerage and selling commission) Selling commission/processing fee for SCSBs, Sponsor [●] [●] [●] Banks and fee payable to the Sponsor Banks for Bids made by RIBs, brokerage and selling commission and bidding/uploading charges for members of the Syndicate (including their sub-Syndicate Members), Registered Brokers, RTAs and CDPs (2)(3)(4) (5) Fees payable to the Registrar to the Offer [●] [●] [●] Others (i) Listing fees, SEBI filing fees, upload fees, BSE and NSE [●] [●] [●] processing fees, book building software fees and other regulatory expenses (ii) Printing and stationery expenses [●] [●] [●] (iii) Advertising and marketing expenses [●] [●] [●] (iv) Fees payable to legal counsels, statutory auditors$, [●] [●] [●] independent chartered accountants^, practicing company secretary, industry service provider@, and others (v) Miscellaneous [●] [●] [●] Total estimated Offer expenses [●] [●] [●] @ For preparation of the Industry Report commissioned and paid for by our Company, exclusively for the purpose of the Offer. ^ For issuance of certifications in connection with and for the purpose of the Offer. $ For audit of the restated financial information and issuance of certifications in connection with and for the purpose of the Offer (1) Offer expenses include applicable taxes, where applicable. Offer expenses will be finalised on determination of Offer Price and incorporated at the time of filing of the Prospectus. Offer expenses are estimates and are subject to change. (2) Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are directly procured by the SCSBs, would be as follows: Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. 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. No uploading/processing fees shall be payable by our Company and the Promoter Selling Shareholders to the SCSBs on the applications directly procured by them. Processing fees payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/CRTAs/ CDPs and submitted to SCSB for blocking, would be as follows: Portion for Non-Institutional Bidders ₹ [●] per valid application (plus applicable taxes) Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non- Institutional Bidders and QIBs with Bids above ₹ 0.50 million would be ₹[●] plus applicable taxes, per valid application. (3) Selling commission on the portion for UPI Bidders and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including their sub-Syndicate Members) would be as follows: Portion for UPI Bidders [●]% of the Amount Allotted* (plus applicable taxes) Portion for Non-Institutional Bidders [●]%of the Amount Allotted* (plus applicable taxes) * Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price. (4) The selling commission payable to the Syndicate / sub-Syndicate Members will be determined: For UPI Bidders and NIBs (up to ₹ 0.50 million) 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. For NIBs (Bids above ₹ 0.50 million) on the basis of the Syndicate ASBA Form bearing SM Code and the sub-Syndicate code of the application form submitted to SCSBs for blocking of the fund and uploading on the Stock 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. (5) Uploading Charges: payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using 3-in-1 accounts, would be: ₹ [●] plus applicable taxes, per valid application bid by the Syndicate member (including their sub-Syndicate Members), Bid uploading charges payable to the SCSBs on the portion of QIB and Non-Institutional Bidders (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: ₹ [●] per valid application (plus applicable taxes) 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. Selling commission/ uploading charges payable to the Registered Brokers on the portion for UPI Bidders procured through UPI Mechanism and Non-Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows: Portion for UPI Bidders* ₹ [●] per valid application (plus applicable taxes) Portion for Non-Institutional Bidders* ₹ [●] per valid application (plus applicable taxes) * Based on valid applications (6) Uploading charges/ Processing fees for applications made by UPI Bidders and Non-Institutional Bidders (for an amount more than ₹ 0.20 million and up to ₹ 0.50 million) using the UPI Mechanism would be as under: Members of the Syndicate / RTAs / CDPs (uploading charges) ₹ [●] per valid application (plus applicable taxes) 116Sponsor Banks (Processing fee) ₹ [●] per 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 Escrow and Sponsor Bank Agreement. 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/P/CIR/2021/570 dated June 02, 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 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). Interim use of the Net Proceeds Our Company, in accordance with the applicable law, policies established by our Board from time to time and in order to attain the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds for the purposes described in this section, our Company may temporarily invest the Net Proceeds in deposits in one or more scheduled commercial banks included in the Second Schedule of Reserve Bank of India Act, 1934, as may be approved by our Board. In accordance with Section 27 of the Companies Act, our Company confirms that, other than as specified in this section for the purposes of the Objects, it shall not use the Net Proceeds for buying, trading or otherwise dealing in equity securities or any equity linked securities. Appraising entity None of the Objects for which the Net Proceeds will be utilized have been appraised by any agency. Bridge financing facilities Our Company has not raised any bridge loans from any bank or financial institution as of the date of this Draft Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds. Monitoring of utilization of funds Our Company will appoint a monitoring agency to monitor utilization of proceeds from the Fresh Issue, including the proceeds proposed to be utilised towards general corporate purposes, prior to filing of the Red Herring Prospectus with the RoC, in accordance with Regulation 41 of the SEBI ICDR Regulations. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds, and the Monitoring Agency shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our Company will disclose and continue to disclose, the utilisation of the Gross Proceeds, including interim use under a separate head in our balance sheet for such fiscals as required under applicable law, clearly specifying the purposes for which the Gross Proceeds have been utilised, till the time any part of the Gross Proceeds remains unutilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details, if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds. Further, our Company, on a quarterly basis, shall include the deployment of Gross Proceeds under various heads, as applicable, in the notes to our quarterly results. Our Company shall, for the purpose of quarterly reports to be issued by the Monitoring Agency, provide an item-by-item description for all the expense heads under each object of the Offer until the Gross Proceeds have been utilised in full. Our Company will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges. Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee the uses and applications of the Gross Proceeds. The Audit Committee shall make recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of funds utilised for purposes other than those stated in this Draft Red Herring Prospectus and place it before the Audit Committee and make other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such disclosure shall be made only until such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance 117with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above. This information will also be published in newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit Committee. Variation in Objects In accordance with Sections 13(8) and 27 of the Companies Act and Regulation 59 and Schedule XX of the SEBI ICDR Regulations, our Company shall not vary the Objects, without our Company being authorized to do so by its Shareholders by way of a special resolution and our Company shall include the requisite explanation in the director’s report in relation to such variation. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Notice”) shall specify the prescribed details and be published in accordance with the Companies Act. The Notice shall simultaneously be published in the newspapers, one in English and one in Hindi, the vernacular language of the jurisdiction where our Registered Office is situated. Pursuant to the Companies Act, the Promoters, as at the time of such proposed variation, will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the Objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association, the provisions of the Companies Act and the SEBI ICDR Regulations. Other confirmations Except to the extent of any proceeds received pursuant to the sale of Equity Shares proposed to be sold by the Promoter Selling Shareholders in the Offer for Sale, neither our Promoters, nor members of our Promoter Group, Directors, KMPs, Senior Management Personnel, or Group Companies will receive any portion of the Offer Proceeds and there are no material existing or anticipated transactions in relation to utilization of the Offer Proceeds with our Promoters, members of our Promoter Group, Directors, KMPs, Senior Management Personnel, or Group Companies. Further, except in the ordinary course of business, there is no existing or anticipated interest of such individuals and entities in the Objects of the Fresh Issue as set out above. 118BASIS FOR OFFER PRICE The Price Band and the Offer Price will be determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process and the quantitative and qualitative factors as described below and is justified in view of these parameters. The face value of the Equity Shares is ₹1 each and the Floor Price is [●] times the face value of the Equity Shares and the Cap Price is [●] times the face value of the Equity Shares. Investors should also refer to “Risk Factors”, “Our Business”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 193, 267 and 334, respectively, to have an informed view before making an investment decision. Qualitative factors Some of the qualitative factors which form the basis for computing the Offer Price are: 1. One of the leading specialty cable manufacturers for telecommunications in India, in terms of the range of products manufactured, in an industry with high entry barriers As per the 1 Lattice report, we are one of India’s top five players in the networking cables industry with a market share of approximately 22% in Fiscal 2025. (Source: 1Lattice Report). We are engaged in the manufacturing of cables and allied products and solutions, with a primary focus on telecommunications and IT industries. Our position in the networking cables manufacturing industry is driven by our focus on introducing new products while delivering customized solutions aligned with evolving technical and quality standards. This, along with our long-standing customer relationships, business experience, domain expertise, and consistent product quality, has helped us maintain a strong and reliable presence in the industry. 2. Diversified portfolio of customized products and solutions across end user industries We manufacture a diverse range of products which are customized to the specifications of our customers, under the broad segments of (i) Networking Cables and Solutions; (ii) Specialty Power, Optical Fibre Cables and Solutions; and (iii) Other Allied Products. We commenced the manufacturing of LAN Cables in 2006 and have since then diversified into a company with multiple product offerings. We have the ability to manufacture products as per the specifications provided by our customers. We have various product certifications for LAN Cables, Power Cables and Optical Fibre Cables. We have recently obtained BIS 14493 for LAN Cables. 3. Long standing customer relationships with marquee clientele We have, through nearly two decades of business operations, established long-term relationships with customers across industries we cater to. We believe that our ability to address the various stringent client requirements over long periods of time consistently enables us to obtain assured and additional business from existing clients as well as new clients in an industry marked by high entry barriers. Our customers include leading telecommunications providers, multi- national companies engaged in developing and supplying networking and connectivity products, global providers of IT solutions, amongst other manufacturing and service providing companies. 4. Strategically located Manufacturing Facilities with a focus on product innovation through in-house capabilities We have two strategically located manufacturing facilities and one upcoming facility located at an industrial area in Bhiwadi, Rajasthan with proximity to the inland container depots at Garhi Harsaru and Rewari in Haryana through which we export our products and import raw materials. Our Manufacturing Facilities are located in an area with abundant availability of skilled manpower, power, water, transport and other facilities meeting industrial requirements. We have consistently been increasing our manufacturing capacity, and as of March 31, 2025, we have an installed capacity of 794,976 kms of cables. 5. Experienced promoters and professional management with domain knowledge We are led by experienced Promoters in the wires and cables industry. Our Promoters are actively involved in the critical aspects of our business including business development, manufacturing operations, innovation, product development and marketing and finance. Vipul Nagpal, one of our Promoters and founder of our Company currently serves as the Managing Director, and brings over 19 years of experience in wires and cables manufacturing. Our Promoters, along with our Key Managerial Personnel, Senior Management, and Board, have a hands-on, lead-from- the-front approach, which is our greatest strength. 1196. Strong financial performance with high balance sheet efficiency through automation We have a track record of operations of over a decade and have a strong balance sheet with stable cash flows. We have grown from a single product company to a multi-product manufacturing company. We have built our business organically and have experienced sustained growth in various financial indicators including our revenue and profit after tax, as well as a consistent improvement in our balance sheet position in the last three Fiscals. For further details, see “Risk Factors” and “Our Business - Strengths” on pages 30 and 197, respectively. Quantitative factors Some of the information presented below relating to our Company is derived from the Restated Financial Information. For further details, see “Restated Financial Information” on page 267. Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows: 1. Basic and diluted Earnings/Loss per Share (“EPS”) for continuing operations at face value of ₹1 each, as adjusted for changes in capital: Financial Year Basic EPS (in ₹) Diluted EPS (in ₹) Weight March 31, 2025 5.22 5.22 3 March 31, 2024 3.93 3.93 2 March 31, 2023 2.54 2.54 1 Weighted Average 4.34 4.34 Notes: The face value of equity shares of the Company is ₹1/-. 1. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights, i.e., (EPS x Weight) for each divided by total of weights. 2. Basic and diluted EPS are based on the Restated Financial Information. 3. Basic earnings per share (₹) = Restated profit for the year attributable to equity holders, divided by weighted average number of equity shares outstanding during the year. 4. Diluted Earnings per equity share (₹) = Restated profit for the year attributable to equity holders, as divided by weighted average number of equity shares (as adjusted for the effects of all dilutive potential Equity Shares outstanding at the year end) outstanding during the year. 5. Earnings per share (EPS) calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’. 6. Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has sub-divided 10,20,350 equity shares of face value of ₹ 10 each to 1,02,03,500 Equity Shares of face value of ₹1 each and issue of bonus equity shares of face value of ₹ 1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 (refer note no. 19 of Restated Financial Information). The effect of such sub-division and bonus issue has been adjusted retrospectively for the purpose of computing earnings per share for all the periods presented. 2. Price/Earnings (“P/E”) ratio in relation to the Price Band of ₹ [●] to ₹ [●] per Equity Share Particulars P/E at the Floor Price (no. of P/E at the Cap Price (no. of times)* times)* P/E ratio based on basic EPS for Financial Year ended [●] [●] March 31, 2025 P/E ratio based on diluted EPS for Financial Year ended [●] [●] March 31, 2025 * To be populated after finalization of price band Industry P/ E ratio Particulars P/E ratio Highest 110.17 Lowest 20.43 Average 52.35 Notes: 1. The industry high and low has been considered from the industry peer set. The industry composite has been calculated as the arithmetic average P/E of the industry peer set below. 2. P/E Ratio has been computed based on the closing market price of equity shares on NSE on July 07, 2025, divided by the Diluted EPS (on consolidated basis) based on the annual reports and the audited financial results of the relevant companies for financial year ended March 31, 2025, as available on the websites of the Stock Exchanges. 3. The financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the annual reports and the audited financial results of the relevant companies for financial year ended March 31, 2025, as available on the websites of the Stock Exchanges. 3. Return on Net Worth (“RoNW”) as per Restated Financial Information Financial Year RoNW (%) Weight March 31, 2025 34.58% 3 March 31, 2024 37.26% 2 March 31, 2023 34.81% 1 120Financial Year RoNW (%) Weight Weighted Average 35.51% Notes: 1. Weighted Average RoNW = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x Weight) for each year/total of weights. 2. RoNW (%) = Net Profit after tax for the year, as restated, divided by average restated net worth. 3. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. 4. Net profit after tax, equity share capital, and other equity numbers are based on the Restated Financial Information. 4. Net Asset Value (“NAV”) per Equity Share (face value of ₹1 each) Net Asset Value per Equity Share (₹) As on March 31, 2025* 17.71 After the completion of the Offer - At the Floor Price# [●] - At the Cap Price# [●] - At the Offer Price# [●] * As per the Restated Financial Information. # To be computed after finalisation of price band Notes: 1. Net asset value per equity share represents total Net Worth as at the end of the fiscal year, as restated, divided by the number of Equity Shares outstanding at the end of the year. Net worth means equity share capital plus other equity. 2. Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has sub-divided 10,20,350 equity shares of face value of ₹ 10 each to 1,02,03,500 Equity Shares of face value of ₹1 each and issue of bonus equity shares of face value of ₹ 1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 ((refer note no. 19) of Restated Financial Information). The effect of such sub-division and bonus issue has been adjusted retrospectively for the purpose of computing net assets value per equity share for all the periods presented. 5. Comparison of Accounting Ratios with listed industry peers for Fiscal 2025 Name of the Consolidated/ Face Value EPS (₹) NAV (per P/E RoNW (%) company Standalone per equity Basic Diluted share) (₹) share (₹) Orient Cables Standalone 1 5.22 5.22 17.71 [●] 34.58% (India) Limited* Listed Industry Peers RR Kabel Limited Consolidated 5 27.58 27.57 190.37 48.79 15.65% Polycab India Consolidated 10 134.34 133.80 658.58 50.07 22.54% Limited Finolex Cables Consolidated 2 45.82 45.82 359.31 21.11 13.42% Limited Havells India Consolidated 1 23.49 23.48 133.04 65.49 18.63% Limited KEI Industries Consolidated 2 75.65 75.55 605.50 50.39 15.59% Limited Paramount Consolidated 2 2.85 2.85 23.51 20.43 12.95% Communications Limited Birla Cable Consolidated 10 1.63 1.63 84.42 110.17 1.94% Limited Sterlite Consolidated 2 (2.54) (2.54) 40.79 N/M (5.23)% Technologies Limited * Financial information for our Company is derived from the Restated Financial Information as at and for the financial year ended March 31, 2025. Notes: 1. The financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the annual reports, investor presentations and the audited financial results of the relevant companies for financial year ended March 31, 2025, as available on the websites of the Stock Exchanges. 2. Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the annual reports and the audited financial results of the relevant companies for financial year ended March 31, 2025 of the respective company, as available on the websites of the Stock Exchanges. 3. Return on Net Worth for equity shareholders (%) (RONW) = Profit for the year divided by total net worth. Net worth means equity share capital plus other equity 4. For listed peers, NAV is computed as equity attributable to owners (total equity) divided by the number of equity shares outstanding at the end of the year. 5. P/E Ratio has been computed based on the closing market price of equity shares on NSE on July 07, 2025 divided by the Diluted EPS provided. 6. N/M refers to Non material due to negative Diluted EPS for respective company. 121The peer group above has been determined on the basis of listed public companies comparable in size to our Company or whose business portfolio is comparable with that of our business. 6. The Offer Price is [●] times of the face value of the Equity Shares. The Offer Price of ₹[●] has been determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand from investors for Equity Shares through the Book Building Process, and is justified in view of the above qualitative and quantitative parameters. The trading price of the Equity Shares could decline, including due to the factors mentioned in “Risk Factors” on page 30, and you may lose all or part of your investments. 7. Key Performance Indicators (“KPIs”) The KPIs disclosed below have been used historically by our Company to understand and analyze its business performance, which in result, help us in analyzing the growth of business in comparison to our peers. The following table highlights our key performance indicators of our financial performance that have a bearing on arriving at the basis for Offer Price and disclosed to our investors during the three years preceding to the date of this Draft Red Herring Prospectus, as at the dates and for the period indicated: Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations(1) ₹ in million 8,249.58 6,577.67 5,436.78 Two year CAGR (revenue from operations)(2) % 23.18% NA NA EBITDA(3) ₹ in million 838.58 588.24 433.34 EBITDA Margin(4) % 10.17% 8.94% 7.97% Profit after tax(5) ₹ in million 532.91 400.69 259.59 PAT Margin(6) % 6.41% 6.03% 4.75% ROCE(7) % 36.46% 41.13% 35.93% ROE(8) % 34.58% 37.26% 34.81% Net Working Capital Days(9) Days 27 14 12 Net Debt/ Equity Ratio(10) Times 0.63 0.23 0.38 Net Debt/ EBITDA(11) Times 1.36 0.49 0.77 Gross Fixed Asset Turnover Ratio(12) Times 6.56 8.44 8.13 Notes: (1) Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. (2) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years (3) EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (5) PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. (6) PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income (7) ROCE is Return on Capital Employed as appearing in Restated Financial Information (8) ROE refers to Return on Equity as appearing in Restated Financial Information (9) Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365 (10) Net Debt/ Equity is calculated as Net Debt divided by Total Equity where Net Debt refers to Total Borrowings (Both Non-current and current) and lease liabilities (Both Non-current and current) less Cash and Cash equivalents. (11) Net Debt/EBITDA is calculated as Net Debt divided by EBITDA where Net Debt refers to Total Borrowings (both non-current and current) and lease liabilities (both non-current and current) less Cash and Cash equivalents. (12) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) through their certificates dated July 10, 2025. Explanation for the Key Performance Indicators: KPI Information/ Explanations Revenue from operations (amount in ₹ million) Revenue from Operations is used by the management to track the revenue profile of the business and in turn helps assess the overall financial performance of the Company and size of the business. 2 Y CAGR (Revenue from Operations) (%) 2 Y CAGR provides information regarding the growth of the business over a two-year period. EBITDA (amount in ₹ million) EBITDA provides information regarding operational profitability and efficiency of the business. EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational efficiency of the business in comparison to revenue from operations. Profit after tax for the year (amount in ₹ million) Profit after tax for the year provides information regarding the overall profitability of the business. 122KPI Information/ Explanations Profit after tax (PAT) Margin PAT margin (%) is an indicator of the overall profitability of the business and provides financial benchmarking against peers as well as to compare against the historical performance of the business. Return on Equity (RoE) (%) RoE provides how efficiently the Company generates profits from shareholders’ funds. Return on capital employed (RoCE) (%) ROCE provides us how efficiently the Company generates earnings from the capital employed in the business. Net Working Capital Days Net Working Capital Days is a metric that shows how many days it takes for a company to convert its working capital into sales revenue. Net Debt/Equity Ratio The Net Debt to Equity Ratio is a measure of the extent to which a company can cover net debt and represents debt position in comparison to the company’s equity position. It helps evaluate the Company’s financial leverage. Net Debt/EBITDA Net Debt to EBITDA ratio enables to measure the ability and extent to which a company can cover debt in comparison to the EBITDA being generated by the Company. Gross Fixed Asset Turnover Ratio Gross Fixed Asset turnover measures how efficiently fixed assets are being utilized. It is calculated as revenue from operations divided by gross fixed assets. Gross Fixed Assets includes Gross Carrying Value of Property Plant and Equipment. The key performance indicators set out above, have been approved by the Audit Committee pursuant to its resolution dated July 10, 2025. Further, the Audit Committee has on July 10, 2025 taken on record that other than the key performance indicators set out above, our Company has not disclosed any other such key performance indicators during the last three years preceding the date of this Draft Red Herring Prospectus to its investors. Further, the aforementioned KPIs have been certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by their certificate dated July 10, 2025. Our Company shall continue to disclose the KPIs disclosed above, on a periodic basis, at least once in a year (or for any lesser period as determined by our Company), for a duration that is at least the later of (i) one year after the listing date or period specified by SEBI; or (ii) till the utilisation of the Net Proceeds. Any change in these KPIs, during the aforementioned period, will be explained by our Company. The ongoing KPIs will continue to be certified as required under the SEBI ICDR Regulations. For further details of our other operating metrics, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 193 and 334, respectively. Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational and/or financial performance of our Company In evaluating our business, we consider and use certain KPIs as a supplemental measure to review and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation or as a substitute for the Restated Financial Information. We use these KPIs to evaluate our financial and operating performance. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the similar information used by other companies and hence their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an indicator of our operating performance, liquidity or results of operation. Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance, when taken collectively with financial measures prepared in accordance with Ind AS. Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric to evaluate our business. Comparison of KPIs based on additions or dispositions to our business Our Company has not made any material additions or dispositions to its business in Fiscals 2025, 2024 and 2023, accordingly, no comparison of KPIs over time based on additions or dispositions to the business are required to be provided. 1238. Comparison of our key performance indicators with listed industry peers While the Company’s listed peers (RR Kabel Limited, Polycab India Limited, Havells India Limited, Finolex Cables Limited, KEI Industries Limited, Paramount Communications Limited, Birla Cable Limited and Sterlite Technologies Limited) may have similar service offerings, the Company’s business may be different in terms of differing scale, business models, product verticals serviced or focus areas or geographical presence. The following table provides a comparison of the KPIs of the Company with its listed peers (RR Kabel Limited, Polycab India Limited, Havells India Limited, Finolex Cables Limited, KEI Industries Limited, Paramount Communications Limited, Birla Cable Limited and Sterlite Technologies Limited): Particulars Unit Orient Cables (India) Limited RR Kabel Limited Polycab India Limited Consolidated Consolidated Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 2025 2024 2023 2025 2024 2023 Revenue from Operations (1) ₹ in million 8,249.58(a) 6,577.67(a) 5,436.78(a) 76,182.33 65,945.70 55,992.01 2,24,083.13 180,394.44 141,077.78 2 Y CAGR (Revenue from Operations) (1)(2) % 23.18%(b) NA NA 16.64% NA NA 26.03% NA NA EBITDA(1) ₹ in million 838.58(c) 588.24(c) 433.34(c) 4,877.00 4,628.00 3,233.00 29,602.00 24,918.00 18,429.00 EBITDA Margin (1) (3) % 10.17% (d) 8.94% (d) 7.97%(d) 6.40% 7.00% 5.80% 13.21% 13.81% 13.06% PAT (1) ₹ in million 532.91(e) 400.69(e) 259.59(e) 3,116.11 2,981.30 1,898.73 20,455.37 18,029.17 12,830.86 PAT Margin (1) (4) % 6.41%(f) 6.03%(f) 4.75%(f) 4.10% 4.50% 3.40% 9.10% 10.00% 9.10% ROCE (1) % 36.46%(g) 41.13%(g) 35.93%(g) 19.40% 21.50% 15.30% 28.36% 29.42% 25.74% ROE (1) % 34.58%(h) 37.26%(h) 34.81%(h) 15.60% 18.30% 14.20% 22.54% 24.17% 20.96% Net Working Capital Days (1) (5) Days 27(i) 14(i) 12(i) 56 64 75 60 58 69 Net Debt/Equity Ratio (1) (6) Times 0.63(j) 0.23(j) 0.38(j) NA 0.11 0.34 (0.15) (0.20) (0.18) Net Debt/EBITDA (1) (7) Times 1.36(k) 0.49(k) 0.77(k) NA 0.45 1.50 (0.49) (0.67) (0.67) Gross Fixed Asset Turnover Ratio (1) (8) Times 6.56(l) 8.44(l) 8.13(l) NA 9.29 8.96 5.67 5.42 4.93 Particulars Unit Havells India Limited Finolex Cables Limited KEI Industries Limited Consolidated Consolidated Consolidated Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 2025 2024 2023 2025 2024 2023 Revenue from Operations (1) ₹ in million 217,780.60 185,900.10 169,107.30 53,188.90 50,143.90 44,811.10 97,358.77 81,207.28 69,081.74 2 Y CAGR (Revenue from Operations) (1)(2) % 13.48% NA NA 8.95% NA NA 18.72% NA NA EBITDA(1) ₹ in million NA 20,920.00 17,770.00 NA NA NA 10,628.00 8,862.00 7,338.00 EBITDA Margin (1) (3) % NA 11.25% 10.51% NA NA NA 10.92% 10.92% 10.62% PAT (1) ₹ in million 14,702.40 12,707.60 10,717.30 7,007.70 6,516.90 5,042.80 6,964.14 5,807.33 4,773.42 PAT Margin (1) (4) % 6.75% 6.84% 6.34% 9.80% 10.90% 10.70% 7.15% 7.16% 6.91% ROCE (1) % NA NA NA 15.60% 17.90% 17.40% 25.00% 27.00% 26.00% ROE (1) % NA NA NA 11.80% 13.60% 13.50% 16.00% 20.00% 20.00% Net Working Capital Days (1) (5) Days 37 NA NA NA 55 68 NA 71 80 Net Debt/Equity Ratio (1) (6) Times 0.00* 0.00* 0.00* NA NA NA 0.00* 0.00* 0.10 Net Debt/EBITDA (1) (7) Times NA 0.00* 0.00* NA NA NA 0.20 0.20 0.20 Gross Fixed Asset Turnover Ratio (1) (8) Times 5.76 5.92 6.31 NA 6.76 6.62 NA 10.00 9.43 * Less than 0.01 124Particulars Unit Paramount Communications Limited Birla Cable Limited Sterlite Technologies Limited Consolidated Consolidated Consolidated Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal 2025 2024 2023 2025 2024 2023 2025 2024 2023 Revenue from Operations (1) ₹ in million 15,756.00 10,706.02 7,964.67 6,616.52 6,854.98 7,921.98 39,960.00 40,830.00 69,250.00 2 Y CAGR (Revenue from Operations) (1)(2) % 40.65% NA NA (8.61%) NA NA (24.04)% NA NA EBITDA(1) ₹ in million 1,343.70 972.60 642.00 NA 554.45 675.14 4,520.00 5,270.00 9,310.00 EBITDA Margin (1) (3) % 8.47% 9.02% 7.90% NA 8.09% 8.52% 11.30% 12.90% 13.40% PAT (1) ₹ in million 869.70 856.32 477.68 48.91 221.42 329.40 (1,230.00) (570.00) 1,270.00 PAT Margin (1) (4) % 5.50% 7.90% 5.90% NA NA NA NA NA NA ROCE (1) % NA 13.66% 9.43% NA NA NA NA NA NA ROE (1) % 12.90% 13.68% 16.19% NA NA NA NA NA NA Net Working Capital Days (1) (5) Days 101 155 NA NA 150 83 NA (146) (76) Net Debt/Equity Ratio (1) (6) Times NA 0.15 0.47 NA 0.66 0.55 0.68 1.39 1.49 Net Debt/EBITDA (1) (7) Times NA 0.99 2.18 NA 2.97 1.88 2.99 4.47 3.36 Gross Fixed Asset Turnover Ratio (1) (8) Times NA 6.08 5.46 NA 3.99 5.68 NA 0.83 1.48 Source: The financial information for listed industry peers mentioned above is sourced from the annual reports, audited financial results and investor presentations of the relevant companies for Financial Year ended March 31, 2024 and March 31, 2023 and the audited financial results of the relevant companies for financial year ended March 31, 2025, as available on the websites of the Stock Exchanges. The comparison is not a recommendation to invest/ disinvest in any entity, including our Company, and should not be construed as investment advice within the meaning of any law or regulation, or used as a basis for any investment decision. Notes related to the listed peers: (1) All the financial for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited financial results and investor presentations as available of the respective company for the relevant year submitted to the Stock Exchanges, NA refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. (2) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years. (3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations for Polycab India Limited, Havells India Limited, Birla Cables Limited. EBITDA Margin is calculated as EBITDA divided by Total Income for Paramount Communications Limited. (4) PAT Margin refers to Net Profit/ Revenue from Operations for Havells India Limited. (5) Net Working Capital Days calculated as Inventory Days + Receivable Days - Payable Days where days have been calculated as 365 divided by respective turnover ratio. Refers to consolidated metrics for Polycab India Limited. Refers to Standalone metrics for KEI Industries Limited, Birla Cables Limited, Sterlite Technologies Limited and Finolex Cables Limited. (6) Net Debt to Total Equity is calculated as Net debt divided by the Total Equity. Net debt and Total Equity are considered as reported in respective financial information. (7) Net Debt to EBITDA is calculated as Net debt divided by the EBITDA. (8) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. Notes related to our Company: (a) Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. (b) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years. (c) EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. (d) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. (e) PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. (f) PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income. (g) ROCE is Return on Capital Employed as appearing in Restated Financial Information. (h) ROE refers to Return on Equity as appearing in Restated Financial Information. (i) Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365. (j) Net Debt/ Equity is calculated as Net Debt divided by Total Equity where Net Debt refers to Total Borrowings (Both Non-current and current) and lease liabilities (Both Non-current and current) less Cash and Cash equivalents. (k) Net Debt/EBITDA is calculated as Net Debt divided by EBITDA where Net Debt refers to Total Borrowings (both non-current and current) and lease liabilities (both non-current and current) less Cash and Cash equivalents. (l) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. 1259. Past transfer(s)/ allotment(s) Our Company confirms that there has been no: (a) primary/new issue of shares (Equity Shares/convertible securities), excluding grants of any options and issuance of bonus shares, equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated on the pre-issue capital before such transaction and excluding employee stock options granted but not vested), in a single transaction or multiple transactions (combined together over a span of rolling 30 days) during 18 months preceding the date of filing of this Draft Red Herring Prospectus, in a single transaction or multiple transactions combined together over a span of rolling 30 days; and (b) secondary sale/acquisition of shares (Equity Share/convertible securities) by Promoters, Promoter Group entities, Promoter Selling Shareholders, Shareholders having the right to nominate directors to the Board, excluding gifts, where either acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated on the pre-issue capital before such transaction and excluding employee stock options granted but not vested), in a single transaction or multiple transactions (combined together over a span of rolling 30 days) during 18 months preceding the date of filing of this Draft Red Herring Prospectus, in a single transaction or multiple transactions combined together over a span of rolling 30 days. Since there are no such transaction to report to under (a) and (b), the following are the details of the last five primary or secondary transactions (secondary transactions where Promoters or members of the Promoter Group or Promoter Selling Shareholders or Shareholder(s) having the right to nominate director(s) on our Board, are a party to the transaction), not older than three years prior to the date of filing of this Draft Red Herring Prospectus irrespective of the size of transactions: Primary Transactions Date of allotment No. of Equity Face value Offer price per Nature of Nature of Total Shares allotted per equity Equity Share allotment consideration Consideration (in ₹ share (in ₹) (in ₹) million) January 6, 2025 91,831,500 1 - Bonus allotment in NA Nil the ratio of nine Equity Shares for each Equity Share held* Total 91,831,500 - - - WACA - * Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has issued bonus equity shares of face value of ₹ 1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 (refer note no. 19) of Restated Financial Information. Secondary Transactions Date of Name of Name of No. of Nature of Face value Price per Nature of Total transfer transferor transferee securities securities of security consideration Consideration securities (₹) (in ₹ Million) (₹) November Vipul Vardaan 1,000 Equity 10 Nil Gift Nil 21, 2024 Nagpal Nagpal Shares November Vipul Prem 1 Equity 10 Nil Gift Nil 22, 2024 Nagpal Nagpal Shares November Vipul Darshan Lal 1 Equity 10 Nil Gift Nil 21, 2024 Nagpal Nagpal Shares March 24, Garima Garima 357,120 Equity 10 Nil Gift Nil 2022 Nagpal Family Shares Trust March 24, Vipul Vipul 357,120 Equity 10 Nil Gift Nil 2022 Nagpal Family Shares Trust Total 715,242 - Weighted average cost of acquisition (WACA) 12610. The Floor Price and Cap Price vis-à-vis Weighted Average Cost of Acquisition based on past allotment(s)/ secondary transaction(s) Floor Price and Cap Price as compared to the weighted average cost of acquisition of Equity Shares based on primary/ secondary transaction(s), as disclosed in paragraph 9 above, are set out below: Past allotment/ secondary transactions Weighted average cost Floor Price Cap Price of acquisition per (i.e., ₹ [●])# (i.e., ₹ [●])# Equity Share (in ₹) Weighted average cost of acquisition for last 18 NA^ [●] times [●] times months for primary / new issue of shares (equity/ convertible securities), excluding shares issued under an employee stock option plan/employee stock option scheme and issuance of bonus shares, during the 18months preceding the date of filing of this Draft Red Herring Prospectus, where such issuance is equal to or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre- issue capital before such transaction/s), in a single transaction or multiple transactions combined together over a span of rolling 30 days Weighted average cost of acquisition for last 18 NA^^ [●] times [●] times months for secondary sale / acquisition of shares (equity/convertible securities), where promoter / promoter group entities or Promoter Selling Shareholders or shareholder(s) having the right to nominate director(s) in our Board are a party to the transaction (excluding gifts), during the 18 months preceding the date of filing of this Draft Red Herring Prospectus, where either acquisition or sale is equal to or more than five per cent of the fully diluted paid-up share capital of our Company (calculated based on the pre- issue capital before such transaction/s), in a single transaction or multiple transactions combined together over a span of rolling 30 days Since there were no primary or secondary - - - transactions of equity shares of the Company during the 18 months preceding the date of filing of this Draft Red herring Prospectus, the information has been disclosed for price per share of the Company based on the last five primary or secondary transactions where promoter /promoter group entities or shareholder(s) having the right to nominate director(s) on our Board, are a party to the transaction, not older than three years prior to the date of filing of this Draft Red Herring Prospectus irrespective of the size of the transaction. - Based on primary issuance Nil [●] [●] - Based on secondary transactions Nil [●] [●] # To be included at the Prospectus stage. Note: ^ There were no primary / new issue of shares (equity/ convertible securities) transactions in last 18 months prior to the date of this Draft Red Herring Prospectus. ^^ There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) transactions in last 18 months prior to the date of this Draft Red Herring Prospectus. Explanation for Offer Price/ Cap Price Set out below is an explanation for the Offer Price and Cap Price being (i) [●] times and [●] times, respectively, the weighted average cost of acquisition of primary transactions in last three years; and (ii) [●] times and [●] times, respectively, the weighted average cost of acquisition of secondary transactions in last three years; along with our Company’s KPIs and financial ratios for Fiscals 2025, 2024 and 2023, and in view of the external factors which may have influenced the pricing of the Offer: 127[●]* * To be included at the Prospectus stage The Offer Price will be [●] times of the face value of the Equity Shares The Offer Price of ₹ [●] has been determined by our Company, in consultation with the BRLMs, on the basis of assessment of market demand from investors for Equity Shares through the Book Building Process and is justified in view of the above qualitative and quantitative parameters. Investors should read the above information along with “Risk Factors”, “Our Business”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages 30, 193, 267 and 334. The trading price of the Equity Shares could decline due to the factors mentioned in ‘Risk Factors’ or any other factors that may arise in the future and you may lose all or part of your investments. 128STATEMENT OF SPECIAL TAX BENEFITS To, The Board of Directors Orient Cables (India) Limited {Formerly known as Orient Cables (India) Private Limited} House No.8 BLK-D Second Floor, Ashok Vihar PH-1, New Delhi-110052, India (the “Company”) IIFL Capital Services Limited (formerly known as IIFL Securities Limited) 24th Floor, One Lodha Place Senapati Bapat Marg Lower Parel (West), Mumbai 400 013, India JM Financial Limited 7th Floor, Cnergy, Appasaheb Marathe Marg Prabhadevi, Mumbai City, Mumbai, Maharashtra, 400025 (the aforementioned book running lead managers collectively with any other book running lead managers that may be appointed in connection with the Offer, the “Book Running Lead Managers” or the “BRLMs ”) Dear Sirs / Madams, Re: Proposed initial public offering of equity shares of face value of ₹ 1/- each (the “Equity Shares”) by Orient Cables (India) Limited (the “Company”) and offer for sale by Selling Shareholder (“Offer”). Subject: Certificate on Special Tax Benefits We, Khandelwal Jain & Co., Chartered Accountants, the statutory auditors of the Company, hereby confirm that the enclosed statement in the Annexure A and Annexure B, prepared by the Company and initialed by us for identification purpose for the Offer, states the possible special tax benefits available to the Company and its shareholders, under direct and indirect tax laws applicable for financial year 2025-26, relevant to the assessment year 2026-27 presently in force in India as on the date of this certificate, including the Income-tax Act, 1961 as amended by the Finance Act, 2025 applicable for the Financial Year 2025- 2026 relevant to the Assessment Year 2026-27, (hereinafter referred to as “Income Tax Laws”), the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, respective Union Territory Goods and Services Tax Act, 2017(collectively, the “GST Acts”), Customs Act, 1962, Customs Tariff Act, 1975 as amended, the rules and regulations, circulars and notifications issued there under, Foreign Trade Policy 2015-2020, each as amended, presently in force in India and applicable for financial year 2025-26, available to the Company and its shareholders. Several of these benefits are dependent on the Company, its shareholders as the case may be, fulfilling the conditions prescribed under the relevant provisions of the statute. Hence, the ability of the Company, its shareholders to derive the special tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company and its shareholders faces in the future, the Company and its shareholders may or may not choose to fulfil. The benefits discussed in the enclosed Statement cover only special tax benefits available to the Company and to the shareholders of the Company and are not exhaustive and also do not cover any general tax benefits available to the Company. Further, any benefits available under any other laws within or outside India have not been examined and covered by this Statement This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations. The benefits discussed in the enclosed Annexure-A and Annexure B are not exhaustive. This 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 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. Neither are we suggesting nor advising the investor to invest in the Offer based on this statement. 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. 129We do not express any opinion or provide any assurance as to whether: (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 views expressed herein. 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. No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. Our Firm or any of 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. We hereby give consent to include this statement of special tax benefits in the draft red herring prospectus (“DRHP”), red herring prospectus (“RHP”), prospectus (“Prospectus”) and in any other material used in connection with the Offer. This certificate is for information and for inclusion (in part or full) in the draft red herring prospectus (“DRHP”), the red herring prospectus (“RHP”) and the prospectus (“Prospectus”) filed in relation to the Offer (collectively, the “Offer Documents”) or any other Offer-related material, and may be relied upon by the Company, the BRLMs and the legal advisors appointed by the Company and the BRLMs in relation to the Offer. We hereby consent to the submission of this certificate as may be necessary to SEBI, the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”), the relevant stock exchanges including the repository system of SEBI and/or Stock Exchanges, any other regulatory authority and/or for the records to be maintained by the BRLMs and in accordance with applicable law. We hereby consent to this certificate being disclosed by the BRLMs, if required (i) by reason of any law, regulation or order of a court or by any governmental or competent regulatory authority, or (ii) in seeking to establish a defence in connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or investigation. We undertake to inform the BRLMs promptly, in writing of any changes, intimated to us by the management of the Company in writing, to the above information until the Equity Shares commence trading on the relevant stock exchanges, pursuant to the Offer. In the absence of any such communication from us, until the Equity Shares issued pursuant to the Offer commence trading on the Stock Exchanges, you may assume that we have not been informed by the Company in writing of any change in respect of the matters covered in this certificate. We also consent to the inclusion of this certificate as a part of “Material Contracts and Documents for Inspection” in connection with this Offer, which will be available for public for inspection.” All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them in the Offer Documents. For Khandelwal Jain & Co. Chartered Accountants Firm Registration No: 105049W Ravi Dakliya Partner Membership No. 304534 UDIN: 25304534BMJANS5874 Place: Bhiwadi Date: July 10, 2025 130ANNEXURE A STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO ORIENT CABLES (INDIA) LIMITED (THE ‘COMPANY’) AND ITS SHAREHOLDERS UNDER THE APPLICABLE DIRECT TAX LAWS IN INDIA Outlined below are the special tax benefits available to the Company and its shareholders under the Income-tax Act, 1961 (‘Act’), the Income-tax Rules, 1962, (‘Rules’), regulations, circulars and notifications issued thereon, as amended by the Finance Act 2025, i.e. applicable for Financial Year 2025-26 relevant to Assessment Year 2026-27 and presently in force in India. A. Special tax benefits available to the Company in India: 1. Lower Corporate tax rate under section 115BAA • The Company has opted for lower corporate effective tax rate of 25.168% (prescribed under section 115BAA of the Act from FY 2019-20 and have duly filed declaration to this effect in specified form (Form 10-IC) with the income-tax authorities. The conditions for availing the said regime are stated later in this document. 2. Deduction in respect of inter corporate dividends – Section 80M of the Income Tax Act, 1961 • Up to March 31, 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax (‘DDT’), and the recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance Act, 2020, DDT stands abolished, and dividend received by a shareholder on or after April 1, 2020 is liable to tax in the hands of the shareholder. The company is required to deduct Tax Deducted at Source (‘TDS’) at applicable rate specified under the IT Act read with applicable Double Taxation Avoidance Agreement (if any). • Section 80M was inserted in the IT Act to remove the cascading effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. The section provides that where the gross total income of a domestic company in any previous year includes any income by way of dividends from any other domestic company or a foreign company or a business trust, there shall, in accordance with and subject to the provisions of this section, be allowed in computing the total income of such domestic company, a deduction of an amount equal to so much of the amount of income by way of dividends received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it on or before the due date. The ‘due date’ means the date one month prior to the date for furnishing the return of income under sub-section (1) of section 139 of the Act. Where a company has investments in Indian subsidiaries and other companies, if any, it can avail the aforementioned benefit under section 80M of the Act. B. Special tax benefits available to Shareholders There is no special direct tax benefit available to 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 under the extant provisions of the IT Act. Further, it may be noted that these are general tax benefits available to equity shareholders, other shareholders holding any other type of instrument are not covered below. 1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. Any dividend income received by the resident shareholders would be subject to tax deduction at source by the company under section 194 of the Act @ 10%. However, in case of individual resident shareholders, this would apply only if dividend income exceeds INR 5,000. In case of non-resident shareholders, tax will be applicable at 20% (plus applicable surcharge and cess) or as per the applicable Double Tax Avoidance Agreements. Further, in case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals, whether incorporated or not, Artificial Juridical Person, surcharge would be restricted to 15%, irrespective of the amount of dividend. 2. As per section 2(29AA) read with section 2(42A) of the IT Act, a listed equity share is treated as a long-term capital asset if the same is held for more than 12 months immediately preceding the date of its transfer. 3. As per section 112A of the IT Act, long term capital gains arising from transfer of an equity share, or a unit of an equity oriented fund or a unit of a business trust shall be taxed at 12.5% (without indexation) of such 131capital gains subject to fulfilment of prescribed conditions under the IT Act and rules. It is worthwhile to note that tax shall be levied where such capital gains exceed INR 0.13 million. 4. As per section 111A of the IT Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund or a unit of a business trust shall be taxed at 20%, subject to fulfilment of prescribed conditions under the IT Act. Notes: 1. The benefits in A and B above are as per the provisions of IT Act and current tax law as amended by the Finance Act, 2025 2. This statement does not discuss any tax consequences in the country outside India of an investment in the equity shares of the Company. The shareholders / investors in the country outside India are advised to consult their own professional advisors regarding possible income tax consequences that apply to them under the laws of such jurisdiction. 3. Surcharge is to be levied on domestic companies at the rate of 7% where the income exceeds INR 10 million but does not exceed INR 100 million; and at the rate of 12% where the income exceeds INR 100 million. 4. If a company opts for concessional income tax rate under Section 115BAA or Section 115BAB of the IT Act, surcharge shall be levied at the rate of 10%. 5. Health and education cess @ 4% on the tax and surcharge is payable by all category of tax payers. 6. If a company opts for concessional income tax rate as prescribed under Section 115BAA or Section 115BAB of the IT Act, it will not be allowed to claim any of the following deductions: • Deduction under the provisions of Section 10AA of the IT Act (deduction for units in Special Economic Zone) • Deduction under clause (iia) of sub-section (1) of Section 32 of the IT Act (Additional depreciation) • Deduction under Section 32AD or Section 33AB or Section 33ABA of the IT Act (Investment allowance in backward areas, Investment deposit account, site restoration fund) • Deduction under sub-clause (ii) or sub-clause (via) or sub-clause (iii) of sub-section (1) or sub- section (2AA) or sub-section (2AB) of Section 35 of the IT Act (Expenditure on scientific research) • Deduction under Section 35AD or Section 35CCC of the IT Act (Deduction for specified business, agricultural extension project) • Deduction under Section 35CCD of the IT Act (Expenditure on skill development) • Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA or Section 80M of the IT Act; • No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation is attributable to any of the deductions referred above; • No set off of any loss or allowance for unabsorbed depreciation deemed so under Section 72A of the IT Act, if such loss or depreciation is attributable to any of the deductions referred above 7. Further, as per the provisions of Section 115JB(5A)(ii) of the IT Act read with clarification issued by CBDT vide circular No. 29/ 2019 dated 2 October 2019, if a company opts for concessional income tax rate under Section 115BAA or Section 115BAB of the IT Act, the provisions of Section 115JB of the IT Act regarding Minimum Alternate Tax (MAT) are not applicable. Further, such company will not be entitled to claim tax credit relating to MAT. 8. The above statement of special direct tax benefits sets out the provisions of law in a summary manner only and is not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares. 1329. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. The tax benefits outlined above are based on the provisions of the enacted Finance Act, 2025. We are not providing any comments on the benefits that may arise under the proposed Income Tax Bill, 2025 For Orient Cables (India) Limited Vipul Nagpal Managing Director DIN: 00469000 Place: Bhiwadi Date: July 10, 2025 133ANNEXURE B STATEMENT OF SPECIAL INDIRECT TAX BENEFITS AVAILABLE TO ORIENT CABLES (INDIA) LIMITED (THE ‘COMPANY’) AND ITS SHAREHOLDERS Outlined below are the special tax benefits available to the Company and its shareholders under the Central Goods And Services Tax Act, 2017/ Integrated Goods And Services Tax Act, 2017/ relevant State Goods and Services Tax Act (SGST) (‘GST law’), the Customs Act, 1962 (‘Customs Act’), Customs Tariff Act, 1975 (‘Tariff Act’) read with rules, circulars, and notifications each as amended and Foreign Trade Policy 2023-2028 (‘FTP’) (herein collectively referred as ‘indirect tax laws’), as amended by the Finance Act 2025 applicable for Financial Year 2025-26 relevant to Assessment Year 2026-27 and presently in force in India. A. Special indirect tax benefits available to the Company a) The Company is availing the benefit of exemption from Basic Custom Duty, IGST and Compensation cess on import of inputs under Advance Authorisation scheme. As per Para 4.22 of Foreign Trade Policy (FTP) 2024 read with Para 4.40(a) of Foreign Trade Procedure 2023, import made under Advance Authorisation scheme shall be subject to the condition that minimum value addition required to be achieved on value of export is 15% of CIF value of imports, to be fulfilled within 18 months from the date of issue of Authorisation b) The Company is availing the benefit of exemption from Basic Custom Duty, IGST and Compensation cess on import of capital goods under Export Promotion Capital Goods (EPCG) Scheme. As per Para 5.01(b) of Foreign Trade Policy (FTP) 2023, imports made under EPCG Scheme shall be subject to an export obligation equivalent to 6 times of duties, taxes and cess saved on capital goods, to be fulfilled in 6 years reckoned from date of issue of Authorisation. c) The Company is availing the benefit of charging concessional rate of GST @ 0.10% on outward supply of goods made to Merchant Exporter subject to the condition that such Merchant Exporter exports the goods so procured within 90 days from the date of issue of tax invoice as per Notification No. 40/2017-Central Tax (Rate) and Notification No. 41/2017-Integrated Tax (Rate), dated 23 October 2017. d) The Company is availing the benefit of exemption from payment of Custom duty on import of Solar Cell into the Republic of India from the Southeast Asian countries under Notification No. 46/2011- Customs, dated 1st June, 2011. e) The Company has opted to export the goods without payment of Integrated GST under a Letter of Undertaking and is entitled to claim refund of accumulated ITC on such exports in terms of GST law. f) The Company is claiming rebate of taxes/duties on inputs under Remission of Duties and Taxes on Exported Products (RoDTEP) scheme at the applicable rates. g) The Company is claiming duty drawback of duty paid on import of materials used in manufacture of exported goods under Section 75 of the Customs Act 1962. B. Special indirect tax benefits available to Shareholders There are no special indirect tax benefits available to the shareholders of the Company. Notes: 1. The above statement of special tax benefits sets out the provisions of indirect tax laws in a summary manner only and is not a complete analysis or listing of all potential tax consequences. 2. The above statement covers only the special indirect tax benefits under the relevant legislations, read with the relevant rules, circulars and notifications and does not cover any benefit under any other law in force in India. This statement also does not discuss any tax consequences, in the country outside India, of an investment in the shares of an Indian company. 3. The above statement of special tax benefits is as per the current Indirect tax laws relevant for the Financial Year 2025-26. Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the indirect tax laws. 1344. This statement is intended only 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 individual nature of tax consequences, each investor is advised to consult his or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company. 5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility to update the views consequent to such changes. For Orient Cables (India) Limited Vipul Nagpal Managing Director DIN: 00469000 Place: Bhiwadi Date: July 10, 2025 135SECTION IV – ABOUT OUR COMPANY INDUSTRY OVERVIEW Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Wires and cables industry report” dated July 9, 2025 (the “1Lattice Report”, and the date of the 1Lattice Report, the “Report Date”) which is exclusively prepared for the purpose of the Offer and issued by Lattice Technologies Private Limited (“1Lattice”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. 1Lattice was appointed pursuant to an engagement letter entered into with our Company dated November 4, 2024. 1Lattice is not related to our Company. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Further, the 1Lattice Report was prepared on the basis of information as of specific dates and opinions in the 1Lattice Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. 1Lattice has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the 1Lattice Report based on the information obtained by it from sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the 1Lattice Report will be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 26. 1. Macroeconomic Scenario 1.1. Global macroeconomic overview 1.1.1. The global real GDP is expected to rise at ~3.1% from CY25-29, while India is expected to grow at ~6.5% from CY25-29 Global real GDP has increased by ~3% in CY24, despite challenges such as higher interest rates, tighter financial conditions, and geopolitical tensions, including Russia's ongoing war in Ukraine, escalating conflict in the Middle East and turbulent US-China relations with a trend of sanctions ranging from solar cells to computer chips. In comparison, India is projected to maintain the highest growth rate, with a year-on-year increase of ~6.5% in CY24, expected to average ~6.5% annually till CY29. Further, interest rate cuts by the U.S. Federal Reserve are expected to have a positive impact on global GDP growth by lowering the borrowing cost and increased global demand. 1361.1.2. Global inflation rose from ~3.6% in CY18 to ~5.7% in CY24, while India’s inflation rate remained lower at ~4.7% in CY24 Countries heavily reliant on energy imports, like Germany and the UK, were particularly affected by recent disruptions, leading to a higher inflation rate. India's CPI inflation rate was ~5.4% in CY23 and is estimated to decline to ~4.2% by CY25 due to a decrease in food inflation and favourable base effects from CY23 (Russia-Ukraine war). During CY20-24 period, CPI inflation rates have increased due to volatile components like vegetable prices, fuel costs, and commodities such as gold and edible oils. By CY27, the RBI aims to bring the CPI inflation rate to a target of ~4%. 1.1.3. India’s global IP index score drops slightly to ~36.45% in CY24; USA (~95.17%) & UK (~93.98%) have consistently retained the highest scores in the index The Global IP Index assesses the intellectual property (IP) systems of the world's leading economies and helps economies identify ways to improve their IP standards and promote innovation and creativity. India’s Global IP index score was ~36.45% in CY24 when compared to CY23. USA (~95.17%) & UK (~93.98%) have consistently retained the highest scores in the index. 1.2. India Macro Economic overview 1.2.1. India’s GDP grew at a rate of ~6.5% in CY24 and is projected to grow at ~6.5% during CY25-29 India’s GDP growth stood at ~6.5% in CY24 and is projected to grow at ~6.5% during CY25-29. Over the next 10 years, India is expected to be among the top economies on the back of rising demand, robust growth in various sectors, and increased private consumption. Indian private consumption expenditure is expected to be driven by an increasing proportion of the male and female working age population and a rise in household income. India’s GDP growth is driven by factors like: 137• Population growth & expanding middle class: India’s growing population, especially the expanding middle class, is increasing demand for goods and services, boosting consumer-driven growth. • Rising consumer spending: As per World Economic Forum (WEF), India’s private consumption, which accounts for over ~60% of GDP, continues to grow, projected to exceed ~US$ 4T by CY30, driving broader economic expansion. • Technological Advancements & Digital Economy: Growing internet penetration and adoption of digital technologies are transforming sectors like e-commerce, fintech, and manufacturing, contributing significantly to GDP growth. • Infrastructure investments: Government focus on infrastructure, including roads, railways, and urban development, enhances productivity and supports long-term economic growth. In the Union Budget 2025- 2026, the government has allocated ~INR 11T towards capital expenditure. • Foreign Direct Investment (FDI) & 'Make in India': FDI inflows, supported by initiatives like ‘Make in India’, boost industrial growth, employment, and exports, strengthening the economy. Since the inception of “Make in India”, the nominal GDP of India has increased from ~INR 105L Cr in FY14 to ~INR 330L Cr in FY25. 1.2.2. India’s per capita income stood at ~US$ 2.7K in CY24 and is expected to reach ~US$ 4.1K by CY29 India's per capita income is expected to rise from ~US$ 2.7K in CY24 to ~US$ 4.1K by CY29 growing at a CAGR of ~8.6%, driven by strong manufacturing, higher agricultural output, and robust government spending, making it the fastest-growing major economy, followed by China (~5.7%), the UK (~4.5%), the USA (~3.5%), and Germany (~2.9%). 1.2.3. In FY24, the financial, real estate & professional services segment was the highest contributor to GVA in India with ~23.3%, followed by trade, transport and related services (~18.6%) and manufacturing (~17.3%) In FY24, the financial, real estate & professional services segment was the highest contributor to GVA in India with ~23.3%, followed by trade, transport and related services (~18.6%) and manufacturing (~17.3%). In FY19, the financial, real estate & professional services segment was the highest contributor to GDP with ~21.3%, followed by the financial, trade, transport and related services segment which stood at ~19.9%. 1381.2.4. India’s Manufacturing PMI stood consistently above 50, except for specific disruptions, demonstrating resilience and steady growth in India's manufacturing sector The India Manufacturing PMI shows consistent expansion pre-COVID (January’19-March’20) with values around mid-50s. A sharp contraction to ~27.4 in April’20 due to the pandemic was followed by recovery, with PMI crossing 50 by August’20. Post-2021, manufacturing remained resilient, with PMI fluctuating in the 55-59 range, peaking at 59.1 in April’24, reflecting strong industrial growth. The Indian manufacturing sector showed adaptability, rebounding quickly from disruptions. 1.2.5. Demographic distribution 1.2.5.1. The working-age group (15-64 years) remains dominant, making up ~67-68% of the population during CY18- 24 During the period CY18-24, the working-age population (15-64 years) accounted for a dominant ~67-68% of the total population, while the child demographic (0-14 years) comprised ~25-27%, and the elderly (64+ years) made up ~6- 7%. 64 years age group has the highest percentage split is expected to grow to ~69% by CY30, while the 0-14 years age group population is on to decline to ~22% in CY30. The size of India’s workforce is a major competitive advantage as the country tries to become a global design and manufacturing hub. 1391.2.5.2. Global median age is expected to increase to ~32.1 years by CY30 from ~30.5 years in CY23, while India’s median age is expected to be ~30.9 years in CY30 Developed countries like the US and UK having higher median ages. India's median age is ~27.0 years in CY20, the lowest among its BRICS peers, indicating a favourable demographic dividend. This trend is expected to continue until CY30, India's demographic advantage includes a projected highest working-age population share of ~69% by CY30 and a median age of ~30.9 years. This offers significant economic benefits, with India expected to contribute 24.3% of the incremental global workforce in the next decade. The young population enhances India's competitiveness in sectors like services and manufacturing, driving economic growth through increased consumption. 1.2.6. Share of the urban population in India as percentage of the overall population is expected to rise from ~37% in CY24 to ~40% in CY29 The share of the urban population in India as percentage of the overall population is expected to rise from ~37% in CY23 to ~40% in CY29, expected to add over ~400M people to urban areas by CY50. This urban shift is fuelling demand for residential properties, gated communities, and integrated townships, catering to the desire for upgraded lifestyles and modern amenities like IoT etc. • Rise of smart cities: The development of smart cities, driven by initiatives like India's Smart Cities Mission, focuses on creating urban areas that leverage technology for efficient governance, sustainable living, and enhanced quality of life 140• Digitalisation and connectivity: Digitalisation has transformed cities into hubs of opportunity. High-speed internet, advanced communication networks, and seamless access to digital services. The ability to work remotely or in hybrid setups has also altered perceptions of city living, encouraging migration for better technological access and connectivity 1.2.7. Technology acts as a powerful catalyst for transformation and economic growth, driving digital penetration from ~41% in CY18 to ~55% in CY24 Technology acts as a crucial catalyst for India's economic growth through four key pillars. From Digital India initiatives to the expansion of the digital economy, enhanced resource accessibility, and advanced production technologies, these technological developments are transforming various sectors and creating new opportunities for sustainable economic development across the nation. Digital penetration in India has increased from ~41% in CY18 to ~55% in CY24. India's digital economy has undergone a remarkable transformation, with aspirations to reach ~US$1 trillion by FY28. This growth positions India as a global digital leader. Reflecting its progress, India climbed to 49th place on the Network Readiness Index (NRI) CY24, up from 60th in CY23. Key drivers of this leap include advancements in technology, governance, and infrastructure. The rapid adoption of emerging technologies, particularly Artificial Intelligence (AI), is further redefining India’s digital landscape. ~30% of Indian enterprises have fully leveraged AI's potential, outpacing the global average of ~26%. 2. Telecom industry overview Global telecom industry was valued at ~US$ 2.0T in CY24 and is expected to grow at a CAGR of ~5.6% between CY24-29 to reach ~US$ 2.6T by CY29 The global telecom industry was valued at ~US$ 1.5T in CY18 and reached ~US$ 2.0T in CY24, reflecting a ~5.0% CAGR. It is expected to reach ~US$ 2.6T by CY29, growing at a CAGR of ~5.6% over CY24-29. Key growth drivers of the global telecom industry include 6G technology, which enables faster speeds and lower latency, driving demand for high-bandwidth services. Bridging the digital gap remains a priority, as billions still lack internet access, presenting significant opportunities for telecom providers. Additionally, the rise in smartphones and other devices is fuelling increased mobile data consumption, while the expansion of Internet of Things (IoT) opens new avenues for growth. Indian telecom industry is valued at ~INR 3.7T in FY25 and is expected to grow at a CAGR of ~9% from FY25- 30 to reach ~INR 5.7T by FY30 Indian telecom industry was valued at ~INR 2.4T in FY19 and reached ~INR 3.7T in FY25, reflecting a ~7% CAGR. The market is projected to continue its expansion, reaching ~INR 5.7T by FY30, growing at a CAGR of ~9% over FY25-30. This growth is driven by affordable smartphones expanding internet access, the 5G rollout enhancing digital experiences on the foundation of 4G investments that improved rural connectivity, rising demand for digital services, and initiatives like BharatNet expanding broadband access and rising data consumption. 141The Indian government has introduced initiatives like the Production-Linked Incentive scheme to boost domestic manufacturing, BharatNet to connect Gram Panchayats, Prime Minister Wi-Fi Access Network Interface to expand public Wi-Fi, relaxed Foreign Direct Investment norms, and the Universal Service Obligation Fund to support operators serving rural areas The telecommunications industry depends on various components working together to enable fast and reliable communication. These can broadly be categorized into two types: • Terminal components: Devices like smartphones, computers, fax machines, etc. that enable users to send, receive, and process information • Networking components: Essential for connecting devices and managing data flow Active networking components: Devices like routers, switches, modems, etc. that direct and process data Passive networking components: Physical mediums networking cables, connectors, etc. for data transmission Networking cables are critical for enabling data transmission across short and long distances, forming the backbone of internet and communication systems. Various types of networking cables used in the telecom industry include ethernet / LAN cables and coaxial cables 2.1. Overview of the internet infrastructure market The internet has evolved significantly in how data is consumed, transitioning from simple text-based content in its early days to a diverse array of formats today, including voice, text, images, and videos. Initially, the internet primarily supported text for emails and basic websites. Over time, it incorporated richer formats like images and audio, enhancing communication and engagement. The shift to video content marked a significant milestone, enabling more dynamic and immersive interactions. Today, real-time voice and video interactions have become integral to modern internet usage. The shift in internet usage has driven infrastructural growth, with broadband cables playing a crucial role in supporting video streaming, real-time communication, and data-heavy services. High-quality broadband cables ensure fast, stable connections, reducing latency and expanding high-speed internet access. The internet infrastructure is classified into narrowband and broadband based on bandwidth, which refers to the range of frequencies used in communication. Higher bandwidth allows for higher data transfer rates in the communication system. Narrowband, with lower bandwidth, supports limited data transfer rates and is suited for applications like voice communication and basic telemetry. Broadband, with higher bandwidth, enables higher data transfer rates, supporting data-intensive applications like streaming, online gaming, video conferencing, etc. The growing reliance 142on digital services has accelerated the demand for broadband connectivity. This shift is further supported by advancements in technologies such as fibre-optic networks and wireless solutions, enabling faster and more reliable communication. 3. Overview of the wires & cables market The wires & cables industry plays a crucial role in supporting modern infrastructure across industries, enabling the seamless transmission of electricity and data across various sectors. With increasing urbanisation, industrialisation, and adoption of renewable energy systems, the demand for reliable and efficient wiring & cable solutions has surged. Technological advancements in materials and manufacturing processes, coupled with the rise of smart grids and digital communication networks, have further propelled growth. The wires & cables market caters to diverse applications, including power distribution, telecommunications, construction, automotive, and industrial machinery, making it indispensable to modern economies. Broadly, wires & cables are divided into five different categories. Wires & cables End users Use cases Broadband Networking Ethernet / Telecom providers, IT companies, Home broadband, Office broadband, cables cables LAN cables Data centres, Residential users Telecommunication, Security & surveillance, Defence Coaxial Cable operators, Internet service Internet connectivity, Audio/Video cables providers, Data centres systems, Radio frequency applications Fibre-optic Single- Data centres, Internet providers, Cloud Last mile connectivity, Citywide cables mode fibre service providers network, Cloud and server communication, Aggregator modes within the city, High-speed network & 5G network Multi-mode Corporate offices, IT hubs, Data Short distance communication, Local fibre centres, Educational institutions area network, Office, Commercial setup, In-building cables Housing wires Residential & commercial buildings, Electrical power distribution, Heating, Shopping complexes, Offices ventilation, Air conditioners, Home automation Power Low voltage cables Utilities, Municipalities, Infrastructure Street lighting, Commercial wiring, cables developers utilities like street lighting & signage Medium voltage cables Manufacturing, Energy providers, Renewable energy plants, Industrial Industrial operators facilities, Transportation infrastructure High & extra high voltage Power utilities, Grid operators, Electric power transmission, Offshore cables Energy-intensive industries wind Farms, Supporting smart grids for load balancing Control & instrumentation cables Manufacturing plants, Energy Industrial automation, Power plant facilities, Oil & gas corporations applications, Oil & gas industry, Mining operations Harnessing Automotive wiring harnessing Automotive OEMs, EV Advanced driver assistance systems, cables manufacturers, Autonomous vehicle Display & audio systems developers Wiring harnessing Consumer appliance manufacturers, Appliances, Wiring aircraft systems, Electronics producers, Aerospace Consumer electronics companies Industrial equipment Industrial machinery manufacturers, Heavy machinery, Robotics, harnessing Robotics firms, Power equipment Interconnection transformers & suppliers generators 3.1. Market size of the global wires & cables market The wires & cables market was valued at ~US$ 219.6B in CY24, growing at a CAGR of ~5.3% from ~US$ 161.1B in CY18. The market is poised for growth, driven by the increasing adoption of smart grids, which leverage advanced technologies for efficient electricity transmission. As urbanisation, industrialisation, and population growth accelerate, the need for reliable power distribution is rising, particularly in regions such as the Asia Pacific & the Middle East. 143The market is projected to sustain growth & reach ~US$ 288.1B by CY29, with an anticipated CAGR of ~5.6% during CY24-29. Key drivers of this growth include increasing adoption of fibre-optic cables, advancements in renewable energy infrastructure, and the global rise of smart city projects. Additionally, heightened demand of EVs and the integration of IoT technologies is expected to provide additional momentum for market growth. 3.1.1. Segmentation of the global wires & cables market - by types of cables Types of cables CY18 (US$ B) CY24 (US$ B) CY29 (US$ B) CAGR (CY18-24) CAGR (CY24-29) Power cable 58.6 81.8 109.9 5.7% 6.1% Housing Wires 40.1 56.6 72.0 5.9% 4.9% Harnessing Cables 35.7 42.8 50.4 3.1% 3.3% Networking cables 8.9 15.2 23.8 9.3% 9.3% Fibre-optic cables 5.9 11.1 19.6 10.9% 12.1% Control and 11.8 12.1 12.4 0.3% 0.5% instrumentation cables The key segments of the global wires & cables market are: • The largest segment is power cables with a ~37.2% share valued at ~US$ 81.8B in CY24. The growth is primarily driven by rapid urbanisation and increased investments in renewable energy. • Housing wires account for ~25.8% of the market & were valued at ~US$ 56.6B in CY24. These are primarily used for electrical installations in residential and commercial buildings. • Harnessing cables, including automotive and industrial wiring harnesses, makes up ~19.5% of the market with a valuation of ~US$ 42.8B in CY24, supported by the growth of electric vehicles and advancements in industrial machinery. 144• Networking cables account for ~6.9% of the total wires and cables market at a value of ~US$ 15.2B in CY24. This segment is projected to grow at a CAGR of ~9.3%, reaching ~US$ 23.8B by CY29. • Fibre-optic cables account for ~5.0% of the total wires and cables market at a value of ~US$ 11.1B in CY24. As the fastest-growing market, it is projected to achieve a CAGR of ~12.1%, reaching ~US$ 19.6B by CY29. This growth is driven by the rapid deployment of 5G networks, fibre-to-the-home installations, and increasing demand for high-speed internet and data connectivity. • Control and instrumentation cables have a market share of ~5.5% and are valued at ~US$ 12.1B, which cater to industrial automation and process industries. 3.1.2. Segmentation of the global wires & cables market - by regions Regions CY18 (US$ B) CY24 (US$ B) CY29 (US$ B) APAC 62.7 93.5 131.6 Europe 41.3 51.1 60.2 MEA 22.7 33.1 43.5 North America 22.9 23.9 26.5 South America 11.4 18.0 26.2 The trends for the global wires and cables market segmented by regions are: • APAC is the leading region accounting for ~42.5% of the share in CY24, where the expansion is primarily driven by the booming telecommunications sector, including mobile networks, broadband, and data centres. • Europe is the second biggest market with a share of ~23.3%, and this growth is fuelled by rapid technological advancements, rapid urbanisation, large-scale infrastructure projects, regulatory initiatives, and a focus on energy efficiency and sustainability. • MEA captures ~15.1% of the market, where the region remains focused on medium-voltage production, with few players in the high-voltage segment. • North America holds a share of ~10.9% while South America holds ~8.2% share in CY24. South America has the fastest growing market with a projected CAGR of ~7.8% from CY24-29. This growth is driven by growing consumer interest in electric vehicles, rising demand for EV-specific cables, and the adoption of advanced wiring solutions. 3.2. Market size of the Indian wires & cables market The India wires and cables market reached ~INR 963.2B in FY25, up from ~INR 533.1B in FY19, reflecting a CAGR of ~10.4%. The market is projected to increase to ~INR 1,858.9B by FY30, growing at a CAGR of ~14.1% from FY25 145to FY30. The sustained growth is fuelled by several key drivers, including the nation's accelerating investments in grid modernisation, the integration of renewable energy sources, and the expansion of telecommunications infrastructure. Indian wires & cables market FY19 FY21 FY25 FY30 CAGR (FY19-25) CAGR (FY21-25) CAGR (FY25-30P) 533.1 622.4 963.2 1,858.9 10.4% 11.5% 14.1% The increasing deployment of solar and wind energy projects is contributing to demand, as these require robust interconnections and transmission systems. As a result, the need for electric wires and cables, which are critical for transmitting power from generation sites to grids and consumers, is rising, further propelling market growth. Additionally, the growing adoption of high-voltage direct current underground cables, ideal for long-distance, high- voltage transmission, is helping improve power distribution efficiency and reduce transmission losses. Alongside this, the demand for advanced networking cables, essential for maintaining seamless data transfer and communication in commercial and industrial applications, is also on the rise. Moreover, the expanding need for broadband connectivity is accelerating the deployment of fibre-optic and ethernet / LAN cables, which are vital for high-speed internet access and the infrastructure required to support smart technologies and digital transformation. 3.2.1. Segmentation of the Indian wires & cables market - by types of cables Types of cables FY19 (INR B) FY25 (INR B) FY30 (INR B) CAGR (FY19-25) CAGR (FY25-30P) Housing Wires 153.4 288.1 585.7 11.1% 15.2% Power cable 125.7 228.2 446.2 10.4% 14.4% Harnessing Cables 128.4 227.4 422.0 10.0% 13.2% Fibre-optic cables 39.1 89.2 185.5 14.8% 15.8% Control and instrumentation cables 72.0 101.1 148.8 5.8% 8.0% Networking cables 14.5 29.2 71.7 12.4% 19.7% 146The wires and cables market in India is experiencing robust growth. The key trends by type of cables are: • Housing wires are dominating the market with a share of ~30% and valued at ~INR 288B in FY25, driven by urbanisation, real estate development, and initiatives like Housing for All. • The power cables market comes next, holding a share of ~24% as of FY25 and is expected to continue leading with the growth, which is driven by urbanisation and renewable energy projects. • Following closely, harnessing cables is another growing segment constituting a share of ~24% in FY25. The harnessing cable market is fuelled by the growing EV market and demand from the aerospace and renewable energy sectors. • The control and instrumentation cables market have a share of ~11% in FY25. This market is benefiting from the rise of industrial automation and expanding renewable energy projects. • The fibre-optic cables market, valued at ~INR 89.2B (~9% share) in FY25, is expected to reach ~INR 185.5B at a CAGR of ~15.8% in FY25-30. This growth is driven by the surge in high-speed internet demand, 5G deployments, and global digitalisation trends. • The networking cables market is gaining traction, valued at ~INR 29.2B (~3% share) in FY25, and is expected to reach ~INR 71.7B by FY30. It is growing at a CAGR of ~19.7% from FY25 to FY30, fastest among all the other segments. This growth is driven by the fixed broadband connections, increasing adoption of data centres, IoT applications, and enterprise networking solutions. 3.2.2. Segmentation of the Indian wires & cables market - by organised and unorganised The wires and cables market is characterized by organised and unorganised segments, particularly in developing regions like India. The organised segment: • Consists of well-established players with robust operations that adhere to stringent quality standards, utilize advanced manufacturing technologies, and often meet international certifications. • Focuses on delivering reliable, high-quality products backed by brand warranties, consistent performance, and dedicated customer support. • Exhibits structured distribution networks and compliance with safety regulations that further bolsters credibility in the market. In contrast, the unorganised segment: • Comprises of smaller manufacturers and local vendors that prioritize cost-effective production methods. 147• Predominantly cater to regional markets and small-scale projects, where affordability often takes precedence over quality. • Typically lacks the infrastructure, technical expertise, and adherence to safety and quality standards that define the organised segment This distinction is particularly evident in markets like India, where the gap between organised and unorganised segments is marked by differences in quality, pricing, and distribution. By FY25, the organised segment accounted for ~76.0% of the market, with the unorganised segment comprised ~24.0%. This significant gap underscores the organised segment’s commitment to delivering reliable, certified products backed by brand warranties and customer support. Furthermore, as consumer awareness increases about the risks of low-quality wires, especially in residential and commercial buildings, there is a growing shift towards branded, certified products offered by organised players, which are better equipped to meet safety and regulatory standards. 3.3. Overview of the broadband (networking and fibre-optic cables) cables market The broadband cables market encompasses a wide array of cable types essential for data transmission. These cables play a fundamental role in enabling internet connectivity, voice communication, video surveillance, and local area networks, all of which are crucial components of modern digital infrastructure. As digital services expand and mobile internet usage continues to rise, the broadband market remains a central component of the overall broadband cable market, driving forward the global demand for high-speed connectivity. Broadband can be classified into fixed broadband, mobile broadband & satellite broadband. As the demand for faster and more reliable internet connection increases globally, these cables serve as the backbone of both residential and business networks, providing the necessary infrastructure for real-time data exchange and seamless connectivity. As of CY24, estimated average monthly data consumption usage per subscription for fixed broadband is ~250-300 GB in comparison to ~22 GB for mobile broadband. Fixed broadband typically relies on cables to deliver high-speed connectivity, as mobile infrastructure alone cannot provide the necessary capacity and reliability. This makes cables indispensable for meeting the growing demand for stable internet services. 148In the broadband cables market, networking cables & fibre-optic cables are used. Broadband cables are used for transmitting high-frequency signals and wide bandwidth data, allowing simultaneous transmission of multiple signals or data streams over a single channel. These cables support applications requiring large amounts of data, such as streaming, online gaming, and video conferencing. 3.3.1. Market size of the global broadband (networking and fibre-optic cables) cables market The broadband cables market is focused on delivering high-speed internet and other communication services through fibre-optic cables, and networking cables. These cables are essential for delivering broadband services to residential, commercial, and industrial users, supporting applications like streaming, online gaming, IoT, cloud computing, and smart city developments. Types of cables Global market size, CY24 Projected CAGR, CY24-29P Networking cables 15.2 9.3% Fibre-optic cables 11.1 12.1% Broadband cables market (Total) 26.3 10.5% From CY18-24, the global broadband cables market grew at a CAGR of ~10.0% & was valued at ~US$ 26.3B by CY24. It is projected to increase at a CAGR of ~10.5% from CY24-29 to ~US$ 43.4B by CY29. The growth drivers are the increasing demand for high-speed internet connectivity across both residential and commercial segments, advancements in network infrastructure, and the rollout of fibre-optics technologies. As the digital landscape evolves, there is a rising need for faster, more reliable data transmission capabilities to support emerging technologies such as 5G, cloud computing, IoT devices, and video streaming services. Global supply chain disruptions and China’s zero-COVID policy (a strict public health approach involving lockdowns, travel restrictions, and mass testing to eliminate all COVID-19 cases) have prompted companies to adopt the China- plus-one strategy, leading to diversification of manufacturing bases. India has emerged as a promising alternative, alongside Vietnam and Malaysia, due to its low production costs, favourable business environment, and infrastructure 149development. Similarly, the Europe-plus-one strategy is gaining momentum, as European industries grapple with high energy costs and inflation, positioning India as a competitive destination for manufacturing. With higher price realisations in the US and European markets compared to domestic ones, India is solidifying its position as a competitive global manufacturing hub. This shift away from traditional manufacturing hubs presents a significant opportunity for Indian manufacturers in the wires and cables industry. By obtaining quality certifications and adhering to international standards, Indian companies can strengthen their position as a global manufacturing hub. This transition allows Indian manufacturers to expand their presence in developed markets, capture growing demand, and gain market share from established suppliers. 3.3.1.1. Segmentation of the global broadband cables market - by types of cables The broadband cables market broadly consists of two types of cables: • Networking cables Networking cables are essential for wired data transmission across local and wide area networks, connecting devices such as computers, routers, and printers. Common types like Cat5 through Cat8 provide stable, high- speed connections for home, office, and larger infrastructures like data centres. These cables are designed to reduce interference while supporting activities such as internet browsing, gaming, and video streaming while ensuring high bandwidth and reliable performance for seamless communication. The networking cables market was valued at ~US$ 15.2B in CY24, accounting for ~58.0% of the global broadband cables market. It is projected to grow to ~US$ 23.8B in CY29 at a CAGR of ~9.3%. • Fibre-optic cables Fibre-optic cables had a share of ~42% in the global broadband cables market as of CY24. These cables are made of fine glass or plastic strands, transmit data via light pulses, offering higher bandwidth and faster speeds than copper cables. With minimal signal loss over long distances, they are ideal for high-speed internet, 5G networks, cloud computing, and telecommunications infrastructure. The fibre-optic cables market was valued at ~US$ 11.1B in CY24, accounting for ~42.0% of the global broadband cables market. It is projected to grow to ~US$ 19.6B in CY29 at a CAGR of ~12.1%. These cables are differentiated into two types: - Single-mode fibre: These fibres use a small core size to transmit a single light ray or mode of light. This allows it to carry signals over long distances with minimal loss or dispersion. - Multi-mode fibre: They have a larger core size, allowing multiple light rays to travel simultaneously. This can cause more signal dispersion, limiting the transmission distance compared to single-mode fibre. 3.3.1.2. Segmentation of the global broadband cables market - by regions 150Regions CY18 (US$ B) CY24 (US$ B) CY29 (US$ B) CAGR CAGR (CY18-24) (CY24-29P) APAC 3.2 8.2 17.1 17.2% 16.0% Europe 7.2 8.5 7.8 2.9% -1.8% MEA 1.4 3.5 7.6 16.5% 16.9% South America 0.6 2.4 6.6 25.8% 22.7% North America 2.5 3.7 4.3 6.8% 3.2% The key trends in the global broadband cables market segmented by regions are: • Europe accounts the maximum market share of ~32.4% in CY24. This is driven by the expansion of the IoT, demand for high-speed internet, and smart city initiatives. • This is followed by APAC, which accounted for ~31.0% of the market, driven by rapid urbanisation and industrialisation in countries such as China and India. Significant investments in 5G and fibre-optic networks are being made to meet the increasing demand for high-speed internet in this region. • The MEA accounts for a market share of ~13.6% in CY24, with expansion fuelled by government initiatives like Smart Africa, along with demand for satellite broadband and wireless connectivity in remote areas where traditional fixed-line infrastructure is limited. Additional infrastructure investments, including new data centre construction and improved connectivity in both urban and rural areas, are also contributing to the region's growth. • North America holds a share of ~14.1%, while South America holds ~8.9% share in CY24. South America has the fastest growing market with a projected CAGR of ~23% from CY24-29. This growth is driven by rising internet usage resulting and increased infrastructural investments in the broadband cables market. 3.3.2. Market size of the Indian broadband (networking and fibre-optic cables) cables market India's broadband cables market is projected to grow at a CAGR of ~16.8% from FY25-30. The market is valued at ~INR 118.4B in FY25 and is expected to grow to ~INR 257.2B by FY30. Growth is driven by digital transformation, 5G rollout, rising broadband penetration, affordable data plans, and expanding fibre-to-home networks. By FY26, India will have ~900M+ internet users, supported by the Digital India Mission targeting optical fibre connectivity in ~60,000 villages. 151Types of cables Indian market size (INR B), FY25 Projected CAGR (%), FY25-30P Networking cables market 29.2 19.7% Fibre-optic cables market 89.2 15.8% Broadband cables market 118.4 16.8% 3.3.2.1. Segmentations of the Indian broadband cables market - by types of cables In India, fibre-optic cables had a market share of ~75% of the broadband cables market in FY25. The networking cables segment accounted for ~25% of the market in FY25. The share of fibre-optic cables is projected to be ~72.1% of the total Indian broadband cables market by FY30. 152From FY19-25, the fibre-optic cables market grew at a CAGR of ~14.8% and is at ~INR 89.2B in FY25. It is projected to increase at a CAGR of ~15.8% from FY25-30 to reach ~INR 186B by FY30. The networking cables market was valued at ~INR 20.6B in FY22 and increased to ~INR 29.2B in FY25. It is projected to grow at a CAGR of ~19.7% from FY25-30 to reach ~INR 72B in FY30. The Indian broadband cables market consists of manufacturers & resellers. Manufacturers are the companies that manufacture these cables which are then procured either by direct end-users or resellers. Resellers brand the cables with their brand name and then resell these cables in the market. With a revenue of ~INR 6.4B, Orient Cables (India) Ltd is one of India’s top 5 players in the networking cables Industry with a market share of ~22% in FY25. 3.3.2.2. Segmentations of the Indian broadband cables market - by organised and unorganised The Indian broadband cables market can be characterised by two types of players: • The organised segment: - It is led by well-established companies that hold licenses for advanced technologies, industry certifications, and exclusive partnerships. - It offers products that are differentiated through technological innovations, compliance with regulatory standards, and strong brand recognition, supported by extensive marketing and a wide distribution network. • In contrast, the unorganised segment: - It consists of smaller or less established companies that typically lack licenses for advanced technologies or industry certifications. - The products are more generic, with limited technological differentiation and a narrower market reach, often lacking the brand recognition, consumer trust, and regulatory compliance of branded alternatives. In India, the organised segment holds ~76% of the market, while the unorganised segment represents ~24% of the market in FY25. This distinction is present due to factors like white labelling, which involves manufacturers producing cables that are rebranded and sold by other companies, allowing resellers to market these products without handling their design or production. 1533.3.3. Major end users in the broadband (networking and fibre-optic cables) cables market The broadband cables market serves diverse end-user segments, driven by the growing demand for high-speed internet and advanced connectivity solutions. • Residential sector: Households increasingly rely on broadband cables for streaming, online gaming, remote work, and IoT-powered smart homes. These cables ensure uninterrupted, high-speed connectivity for day-to- day activities. • Commercial sector: Offices, retail spaces, and coworking hubs depend on broadband cables for operations like video conferencing, cloud computing, and VPN connectivity. Reliable broadband is critical for seamless communication and data sharing. • Industrial sector: Manufacturing units and industries leverage broadband cables to enable automation, IoT integration, and real-time monitoring. These cables facilitate smart factory operations and enhance productivity. • Telecom providers: Telecom companies are major users of broadband cables for building and expanding fibre-optic and 5G networks. These cables support infrastructure for high-speed internet and large-scale data transmission. • Government and public infrastructure: Broadband cables are integral to smart city initiatives, public Wi- Fi projects, and e-governance platforms, supporting connectivity for urban and rural development. • Educational institutions: Schools, colleges, and universities require broadband cables to enable e-learning, virtual classrooms, and digital research infrastructure, ensuring uninterrupted academic activities. • Defence: Broadband cables are used for secure communication, advanced surveillance, and operational coordination. High-speed and reliable connectivity is crucial for command centres, remote operations, and integration of cutting-edge technologies in defence infrastructure. This extensive usage highlights the critical role of broadband cables in meeting connectivity needs across various domains. 3.3.4. Use cases of networking cables in the broadband cables market The networking cables play a crucial role in enabling efficient communication and connectivity across various sectors. From supporting broadband connections in homes and offices to facilitating data transfer, power supply, and telecommunication services, these cables are essential for both residential and commercial infrastructures. The growing demand for seamless communication and connectivity is driving the adoption of these cables across industries such as telecommunications, security, manufacturing and IT. Additionally, the rise of IoT devices and surveillance systems is driving demand for smart homes and offices, both of which rely heavily on robust cabling infrastructure. This is contributing to the growth of multiple sectors, including Internet of Things (IoT), electronic surveillance, building automation, smart homes, smart offices, industrial automation, and data centers. These sectors are increasingly adopting networking cables to support automation, real- 154time monitoring, and enhanced security. The combined growth of these sectors is projected to reach 15–25% between FY25 and FY30, further driving demand for high-performance cabling solutions. 4. Overview of fixed broadband market 4.1. Understanding reasons for low fixed broadband penetration and growth prospects The fixed broadband market is undergoing rapid transformation as demand for reliable, high-speed internet grows across residential, commercial, and industrial sectors. Although penetration remains low compared to mobile broadband, advancements in technology and regulatory reforms are setting the stage for substantial growth. • Current Penetration of fixed broadband: Fixed broadband penetration in India remains below 5%, significantly trailing compared to mobile broadband, which boasts a penetration rate of ~60%. While India has successfully addressed the challenges of mobile broadband, fixed broadband still lags. Low penetration of fixed broadband in India is stemmed from: - High infrastructure costs - Lengthy cable installation processes - Delays caused by complex permit requirements Mobile broadband, easier and quicker to roll out, has temporarily addressed connectivity demands, bridging the gap until fixed broadband networks could expand. Fixed broadband in India has a significant untapped potential, as the current fixed broadband market is growing at a CAGR of 16.6% from FY20-25, with ~41M subscriptions as of FY25. The number of fixed broadband subscribers is expected to grow further, reaching ~60-72M by FY30 at a CAGR of ~8-12% during the same period. This demonstrates the vast growth opportunities for India’s fixed broadband market. • Future growth potential: The fixed broadband market is poised for significant growth, driven by innovations in last-mile delivery and increasing consumer demand. Key factors include: - 5G and Fixed Wireless Access (FWA): Innovative solutions like AirFiber 5G are addressing last- mile connectivity challenges, enabling faster deployment and reducing lead times compared to traditional fixed-line installations. FWA is accelerating the rollout of fixed broadband, particularly in underserved areas. - Growing data consumption: The rise in data-intensive activities such as remote work, online entertainment, and IoT adoption has highlighted the limitations of mobile broadband, underscoring the need for robust fixed broadband infrastructure. - Advancements in cable technologies: Fibre-optic cables, offering higher speeds and greater bandwidth than traditional copper systems, are driving growth. Technologies such as digital subscriber lines (DSL), fibre-to-the-home (FTTH), and coaxial cables remain critical for providing consistent and high-quality internet services. - Rural and remote connectivity: Hybrid technologies and 5G networks are expanding internet access in rural and remote areas, opening new markets for fixed broadband services. 155- Industry investments: Leading providers like Reliance Jio and Bharti Airtel are heavily investing in fibre-optic infrastructure. For instance, Bharti Airtel expanded its fibre network from ~0.3M RKm in FY20 to ~0.4M RKm in FY25, showcasing the industry's commitment to network upgrades. Subscriptions FY19 (In M) FY24 (In M) Growth (In %), FY19-24 Fixed broadband 18.4 40.1 117.9% Mobile broadband 544.9 884.0 62.2% Total broadband subscriptions 563.3 924.1 64.0% As competitive pressures and regulatory factors drive further innovations, the fixed broadband market is expected to see sustained growth. Both developed and developing economies are likely to witness a surge in fixed broadband adoption, fuelled by rising consumer expectations for faster, more reliable, and scalable connectivity. 4.1.1. 5G revolutionizing connectivity and transforming industries The evolution of fixed and mobile broadband in India has been transformative, marked by significant technological advancements and rapid growth. • Fixed broadband, which initially had limited penetration, has now expanded substantially with initiatives like PM-WANI and increasing fibre-optic cables deployments. • Mobile broadband has seen an even more dramatic rise, driven by affordable data tariffs, widespread smartphone adoption, and robust network expansion. • Broadband subscriptions grew from ~563.3M in FY19 to ~924.1M in FY24, an impressive ~64% growth. By Dec 24, the Department of Telecommunications has achieved significant milestones: • Deployment of 4.2M RKm of fibre-optic across India • 1.2M Fibre-To-The-Home (FTTH) connections are commissioned • ~6,25,853 villages are covered with mobile connectivity, including ~6,18,968 villages having 4G mobile coverage The rollout of 4G technology and the introduction of 5G are connecting rural and remote areas, boosting digital adoption and economic participation. However, challenges persist, including high price competition, regulatory pressures, and the need for extensive infrastructure development. Despite this, India's broadband evolution has significantly contributed to its digital economy, positioning it as a global leader in data consumption and connectivity innovation. Time Technol Key players Speed Connection type Impact Challenges period ogy Early Digital • BSNL ~256 • Utilizes the • Enabled basic • No significant rollout or 2000s subscri • MTNL kbps to same cables as internet access for upgrades planned ber line ~2 Mbps a standard households • Relies on outdated DSL telephone line • Started the tech with limited speeds broadband revolution Mid 2000s Cable • Hathway ~256 • Coaxial cables • Higher speeds than • Limited to large cities or to early broadb • Reliance Kbps to suitable for DSL urban areas 2010s and • Tata ~48 delivering • Easy deployment • Last-mile connectivity Indicom, Mbps both television using cable challenges restrict reach • Local and internet infrastructure • Competes poorly with operators signals fibre due to lower speeds and reliability Mid 2010s FTTH • BSNL ~10 • Fibre-optic • Revolutionized • Growing adoption, but to present • Airtel Mbps to cables, for internet use with rollout is slow • JioFiber ~1 Gbps+ high-speed HD streaming, • Last-mile connectivity • ACT data remote work, and challenges still exist Fibernet transmission online gaming 2024 & 5G & • Jio ~100 • Use a variety • Faster rollout than • Early stages of rollout, beyond AirFibe • Airtel Mbps to of fibre due to limited 5G infrastructure, r (last • Vi ~1 Gbps technologies reduced physical requires new equipment • BSNL including fibr cabling 156Time Technol Key players Speed Connection type Impact Challenges period ogy mile (early e-optics, 5G • Fills the demand 5G) deployme air interface, gap in areas with nt) and wider poor fibre access Latest bandwidth • Expected rapid connect technologies customer ivity acquisition model China consistently leads in fixed broadband subscriptions, experiencing substantial growth throughout the period. India, while starting from a lower base, has seen impressive increases in fixed broadband subscriptions, largely driven by government initiatives & private investments. The rapid expansion of fixed broadband infrastructure in India has helped bridge the digital divide, particularly in rural and remote regions. On the other hand, countries like the US, Japan, and the UK show a gradual increase in fixed broadband subscriptions, reflecting a more mature market with slower growth compared to the dynamic pace of expansion seen in India, China and Brazil. Fixed broadband subscriptions (#M) Countries CY18 CY19 CY20 CY21 CY22 CY23 CAGR (CY18-23) India 18.2 19.2 23.0 27.6 33.5 39.3 16.6% China 407.0 449.0 484.0 536.0 590.0 636.0 9.3% Brazil 31.2 32.9 36.3 41.6 45.3 48.4 9.2% US 111.0 114.0 121.0 126.0 128.0 131.0 3.4% Japan 41.5 42.5 44.0 45.2 46.1 47.9 2.9% UK 26.6 26.9 27.3 27.8 28.1 28.2 1.2% 4.1.2. Key end users of fixed broadband The fixed broadband market serves a diverse range of end users, including residential, commercial, data centres, and institutional clients, each relying on these cables to meet their specific connectivity needs for seamless operations, communication, and data management using both fibre-optic and networking cables. Fibre-optic cables deliver high- speed and long-distance connectivity, while networking cables provide cost-effective and short-range solutions. These cables support critical infrastructure such as networking systems, communication devices, and surveillance systems, ensuring reliable data flow and uninterrupted operations. Additionally, broadband cables are essential for enabling smart technologies, cloud computing, and advanced applications in education, healthcare, and enterprise environments. By forming the backbone of modern digital ecosystems, fixed broadband drive productivity, innovation, and operational efficiency across sectors. 4.1.3. Penetration of fixed broadband The penetration level of India in the fixed broadband industry has remained notably lower at less than 5%, as of calendar year 2023, lagging behind developed nations such as France (~49%), Germany (~46%), Canada (~43%), the 157UK (~41%), and the US (~38%). Even in comparison to emerging countries like China (~45%), Russia (~25%) and Brazil (~23%), India's penetration level was notably lower. Mobile broadband penetration in India has seen a significant upward trajectory between CY13 and CY22, gradually closing the earlier 5–7 year gap with China. In CY16, India’s penetration stood at ~16.2%, comparable to China’s level in CY13 (~21.5%). By CY22, India had reached 56.4% penetration, demonstrating considerable catch-up. On the other hand, China has surpassed ~100% penetration, reaching ~107.8% in CY22. This suggests widespread ownership of multiple mobile broadband subscriptions per person, driven by usage across smartphones, tablets, and other connected devices. This highlights China’s advanced digital ecosystem and higher multi-device connectivity compared to India. 158Low fixed broadband penetration in India is mainly due to high infrastructure costs, last-mile connectivity challenges, and the preference for mobile broadband. Deploying fixed broadband requires extensive infrastructure which is costly and time-consuming to install. The last-mile connectivity challenge in both densely populated urban areas and remote rural regions has further limited the adoption of fixed broadband. Additionally, mobile broadband has become more popular due to cheaper data plans, faster speeds, and the widespread use of affordable smartphones, making it a more convenient choice. To mitigate the challenges of low fixed broadband penetration, a multipronged approach is essential. Infrastructural gaps in rural and remote areas can be addressed through large-scale investments in fibre-optic networks, satellite broadband, and data centres, with a focus on reducing Right of Way (RoW) costs for broadband expansion projects. Partnerships with local cable operators (LCOs) and leveraging CSR funds of companies towards broadband expansion can further support last-mile connectivity. Encouraging targeted subsidies or incentives for rural broadband network will help bridge the urban-rural divide. Embracing advanced technologies like Wi-Fi and prioritizing rural and remote areas will strengthen competition and improve access across regions. 4.2. Fixed & mobile broadband subscription trends over the years Indian fixed broadband subscribers The number of fixed broadband subscribers in India increased from ~18.4M in FY19 to ~40.1M in FY24 with a CAGR of ~16.9%. It is expected to further increase to ~96–108M subscribers, with a projected CAGR of ~19–22%. This growth underscores the rising demand for reliable, high-speed internet connectivity across the country, driven by increasing digital adoption, government-led initiatives, and expanding broadband infrastructure. Fixed broadband has become a cornerstone of India's digital transformation, bridging connectivity gaps and fostering economic growth in both urban and rural areas. Investments in broadband infrastructure, fuelled by programs such as BharatNet and the Digital India Mission, prioritize high-capacity fibre-optic networks, middle-mile upgrades like data centres, and last-mile solutions including mobile data, satellite internet, and public Wi-Fi. Complementing these efforts are supportive policies aimed at accelerating rural broadband expansion, empowering local cable operators, and integrating broadband development into urban planning frameworks. This strategic approach 159highlights the critical role of broadband in driving India's digital evolution, enabling access to technology and economic opportunities on an unprecedented scale. Indian mobile broadband subscribers The increasing demand for mobile broadband services, driven by activities like streaming, gaming, and OTT platforms, has significantly contributed to the growth in mobile broadband subscribers, reaching ~884.0M in FY24 at a CAGR of ~10.2%. While the last-mile connectivity in mobile broadband relies on wireless signals, the critical backbone infrastructure is powered by fibre-optic cables. These cables ensure seamless data transmission, enabling telecom providers to meet the growing demand for high-speed internet. As data consumption continues to rise, substantial investments in fibre-optic infrastructure remain essential for enhancing network capacity and reliability, supporting the shift from voice-centric to data-driven offerings. 4.3. Growing importance of networking cables in infrastructure and connectivity Importance of networking cables in the industry Networking cables play a pivotal role in establishing and maintaining data transmission infrastructure for businesses and homes. These cables ensure reliable communication within: • Local area networks (LAN) • Wide area networks (WAN) • Other types of networks Their significance is highlighted by their role in enabling seamless internet access, cloud computing, data sharing, and communication systems that power modern businesses and smart homes. Networking cables are essential across various industries, enabling efficient data transfer and communication. In telecommunications, they support high-speed internet and mobile networks, while in healthcare, they connect medical devices for real-time monitoring and data sharing. Retail relies on networking cables for secure payment systems and inventory management, and in manufacturing, they enable automation and IoT for enhanced operational efficiency. Across all sectors, networking cables ensure reliable, high-performance connectivity for critical business functions. 160Comparison of networking cables with alternative solutions: Networking cables face competition from several alternative technologies such as Wi-Fi, powerline ethernet & fibre- optic wireless that aim to provide similar data transmission capabilities. These include: • Wi-Fi: Wireless networks offer flexibility and ease of access but are often limited by bandwidth constraints, security vulnerabilities, and reliability challenges, particularly in high-traffic or mission-critical environments. • Powerline ethernet: This technology transmits data over electrical wiring but generally suffers from reduced performance and stability compared to traditional networking cables, making it less ideal for high-speed or large-scale data requirements. • Fibre-optic wireless (5G): While 5G offers the potential for high-speed wireless data transmission, its infrastructure is still in the early stages of development and may face scalability and reliability challenges in comparison to well-established wired alternatives. Networking cables remain the preferred choice due to their unmatched reliability, performance, and security. They provide consistent, high-speed data transfer with minimal latency, making them essential for data-intensive applications. Trusted vendors enhance their appeal by offering tailored solutions, adhering to strict quality standards, and providing warranties, technical support, and maintenance. These factors foster long-term partnerships and customer loyalty. Due to the above reasons, it is crucial for networking cable manufacturers and resellers to develop high-quality cables to meet stringent usage requirements. As a result, resellers carefully assess their white-label manufacturers to ensure the highest quality of their products. They often enter long-term partnerships with selected vendors to ensure a continuous supply. For this, the resellers have developed a detailed process for selecting vendors, which includes: • Supplier audits and vendor evaluation: Thorough supplier audits are crucial to ensure product quality and compliance. Vendors must meet these standards, including certifications like UTP, ETL (Networking cables), TSEC (OFC) and UL, to align with industry requirements. Therefore, the networking solutions industry in India has high entry barriers due to, among others, the requirement of robust design and execution capabilities as per the specifications and requirements of the customers. • Vendor onboarding process: Customers typically take ~6 months before onboarding a supplier, which acts as an entry barrier to new players in the industry. The process involves developing specifications as per customer requirements, signing NDAs, and evaluating compliance documents and product samples through rigorous testing. Only suppliers who meet all technical and compliance criteria proceed to commercial discussions and order placement. It is important for resellers to continue partnerships with their manufacturers because: 1614.3.1. Key growth drivers of broadband market India's broadband sector is experiencing significant growth, driven by rising data consumption and infrastructure investments. Government initiatives like BharatNet and the National Broadband Mission are expanding connectivity, particularly in rural areas, fostering economic growth and digital inclusion. The shift toward premium broadband services, including fibre-to-the-home connections, is also fuelling growth. Consumers’ demand for faster speed and higher data limits is prompting telecom companies to upgrade their networks. Affordable pricing and flexible plans further make broadband an appealing option, while government support continues to drive expansion, especially in rural and remote regions. Increase in monthly data consumption per fixed and mobile broadband subscription India has witnessed a remarkable surge in fixed broadband data consumption in recent years. The average data usage per fixed broadband subscription increased from ~13.0 GB per user per month a few years ago to ~172.9 GB in FY22. In the coming year, it is expected that the data consumption on fixed broadband will be ~10 times higher than the average mobile data consumption. 162India’s monthly mobile data usage per subscription grew from ~4.8 GB in CY17 to ~17.0 GB in CY22 and is projected to reach ~22-25 GB in CY24. India continues to show strong growth, supported by low tariffs, expanding 4G/5G networks, and rising smartphone penetration. As a response to the rising demand, telecom companies are making substantial investments in network expansion and infrastructure upgrades, including the adoption of fibre-optic cables. These developments position India to harness broadband connectivity as a catalyst for inclusive growth and digital transformation. As fixed broadband, as a unique and separate product from mobile broadband, has its own set of advantages and challenges that can be effectively addressed using wireline technologies. Increase in Indian broadband subscribers (rural vs urban) The rise in rural broadband subscribers, from ~227.0M in FY19 to ~398.4M in FY24, reflects a significant demand for connectivity in remote areas. In the last five years, rural areas had an ~11.9% growth in subscribers compared to ~6.3% in urban areas, driven by improved infrastructure and the deployment of good quality broadband cables. Expanding connectivity in rural areas remains a critical driver of economic development and the creation of new start- up ecosystems. To expand their footprint in rural regions, the expansion has been accelerated by local cable operators. These collaborations are crucial for rolling out FTTH (Fibre-to-the-home) and FWA (Fixed wireless access) technologies, ensuring broadband reaches even the remote and rural regions, contributing to the overall growth in rural broadband penetration. Premiumisation of fixed broadband services & growth in connecting infrastructure With the boom in IoT connections, the penetration of internet enabled electronic devices has led to a surge in the consumption of data. Nowadays, data is consumed on multiple platforms like television, laptops, desktops, mobile & other electronic items for different purposes like video streaming, online gaming, education, social media browsing & others. In addition to this, the ISPs are bundling their broadband services along with other OTT platforms attracting consumers to increase their data consumption. To cope with the growing data consumption, it is essential to develop the broadband cables infrastructure with the requisite capabilities to ensure the right bandwidth & high-speed connection. 163For e.g., in networking cables, CAT5 cables can offer a maximum internet speed of upto 1 Gbps while CAT7 cables can offer a speed of upto ~10 Gbps. Therefore, in a home broadband set up a CAT5 cable will suffice, but for office and data centre networks usually CAT7 cables are preferred. Addition of services to improve customer satisfaction Over the years, the broadband companies have made broadband more affordable and focused on improving the overall service offerings. In the earlier years, these plans generally provided speeds of ~20–50 Mbps and were subject to Fair Usage Policies (FUP), which effectively imposed data caps despite being labelled as "unlimited”, which was priced at INR ~500-700. By FY20, increased competition among key Internet Service Providers (ISPs) such as JioFiber, Airtel Xstream Fiber, BSNL, and ACT Fibernet led to a marked enhancement in service standards. Entry-level plans began offering higher speeds, often ~100 Mbps or more and unlimited data without any imposed speed limitations at the same price, reflecting a shift towards more consumer-centric offerings in a competitive market landscape. Now at the same price, in addition to the data consumption, service providers have bundled up unlimited calls, subscriptions to different OTT platforms and other platforms to increase the overall customer satisfaction. Government initiatives to increase broadband penetration in India • BharatNet initiative: - BharatNet, one of the largest rural telecom projects in the world, aims to provide fibre-optic cables connectivity to all Gram Panchayats in India, ensuring non-discriminatory broadband access for telecom service providers. - As of FY24, ~0.2M gram panchayats have been connected by ~0.7M Km of fibre-optic cables, ~1.1M FTTH connections commissioned, and ~0.1M Wi-Fi hotspots installed for last-mile connectivity. - The amended BharatNet program targets ~42K uncovered GPs and ~0.4M villages on a demand basis, aiming to provide ~15M rural FTTH connections. • National Broadband Mission: - The National Broadband Mission seeks to implement the goal of "Broadband for All," as outlined in the National Digital Communications Policy of 2018. - NBM also aims to bridge the digital divide in the country, fast track growth of digital communications infrastructure, facilitate digital empowerment & inclusion and provide affordable, universal access to broadband to all. - NBM aims at increasing route length of fibre-optic cables in the country to ~5M Km and connect ~70% of the telecom towers in the country with fibre. • National scheme for recognition of ISPs excelling in providing rural FTTH connections: - DoT has launched a scheme to recognize ISPs for their exceptional efforts in expanding FTTH broadband connections in rural areas. - Under this scheme, DoT has decided to recognize nine ISPs, who have provided maximum number of net additions in rural FTTH connections in a year. - This initiative reflects the government’s commitment to enhancing digital access and connectivity in rural areas, ultimately driving socio-economic development and inclusive growth broadband cables across the nation. 4.3.2. Impact of fixed broadband market growth on the wires & cables market growth The growth of the fixed broadband market is poised to have a significant impact on the wires and cables market, driven by the increasing demand for internet that offers high-speed and reliable connectivity. Fixed broadband relies heavily on advanced cabling infrastructures, such as fibre-optic cables and networking cables, to provide seamless internet services to households, businesses, and public sector organisations. As the demand for data transmission continues to surge due to the proliferation of smart devices, cloud-based solutions, and digital services, the need for robust cabling infrastructure is more critical than ever. 164Fibre-optic cables in particular play a pivotal role in meeting the growing data requirements of fixed broadband networks. These cables offer unparalleled speed, low latency, and enhanced reliability, making them essential for supporting activities like telecommuting, online education, and high-definition streaming. The advancement in fibre- optic technology, coupled with government initiatives to improve digital infrastructure and increase penetration in emerging markets, is creating substantial opportunities for the wires and cables market. For instance, upgrading existing networks and expanding fibre-optic connectivity in urban and rural areas will require significant investments in cabling solutions. In India, an investment of ~INR 4T will be required by CY30 to connect ~24Cr households with high-speed broadband services. Currently, only ~4Cr households are connected to broadband, highlighting the immense growth potential in the sector. This investment will be for setting up the following: These numbers underscore the significant opportunities for the wires and cables market to support the country’s digital transformation. The adoption of 4G and 5G technologies further amplifies this impact. Fixed-line networks serve as the backbone for delivering these services, necessitating advanced cable systems capable of supporting high-speed data transmission with minimal interruptions. The convergence of voice and data transmission via fixed networks also opens new avenues for innovation in cable technology, such as hybrid models combining fixed broadband's reliability with mobile broadband's flexibility. Moreover, the integration of artificial intelligence (AI) into fixed broadband networks is expected to drive further demand for advanced cables. AI-powered systems optimize network management, enhance data transfer speeds, and reduce latency, requiring cables with higher capacity and reliability. These developments highlight the growing interdependence between fixed broadband advancements and the wires and cables market. While opportunities abound, challenges such as high initial investment costs, regulatory barriers, and competition from mobile broadband services remain. However, innovation in green technology for network installations, hybrid infrastructure solutions, and enhanced fibre-optic networks can provide a competitive edge. Companies in the wires and cables market must invest in R&D to harness emerging technologies like AI, IoT, and 5G, ensuring their products align with the evolving demands of fixed broadband infrastructure. By doing so, the wires and cables market can capitalize on the growth of the fixed broadband sector, reinforcing its role as a cornerstone of modern digital connectivity. 5. Overview of fibre-optic cables market Fibre-optic cables are advanced transmission mediums that use light to carry data at high speeds over long distances. They are composed of thin strands of glass or plastic fibres. These cables offer higher bandwidth, lower latency, and greater reliability compared to traditional copper cables. The increasing demand for fibre-optic cables can be attributed to several factors, including the growing data traffic driven by remote work, video streaming, online transactions, and the widespread adoption of digital technologies. In India, key drivers of this demand include rollout of 5G networks, the expansion of 4G infrastructure, and the GoI’s BharatNet Phase-III program. Additionally, the extensive laying of 165fibre-optic cables along national highways and the hyperscaling of data centres further emphasize the need for high- capacity fibre-optic solutions, making fibre-optic cables critical component of the country's evolving digital landscape. The industry has gone through a difficult phase globally due to falling fibre prices. However, the price declining phase is over and the industry is poised to grow at a healthy rate in the coming years for existing and active players. 5.1. Growth of the market share of fixed broadband service providers in terms of subscribers The major players in the Indian wired broadband sector, in terms of subscribers, are Reliance Jio Infocomm, Bharti Airtel, BSNL, Atria Convergence Technologies (ACT), and Hathway Cable & Datacom. • Over the past five years Reliance Jio has emerged as the market leader with the largest subscriber base of ~11.3M with ~28.1% market share in FY24, reflecting its rapid growth driven by competitive pricing, extensive network expansion, and innovative service offerings. • Bharti Airtel accounts for ~19.3% of the market with ~7.8M wired broadband subscribers in FY24. This growth can be attributed to its strong brand presence, consistent service quality, and investments in fibre broadband infrastructure to enhance customer experience. • BSNL, with its declining market share, makes up ~10.1% of the market with ~4.1M subscribers in FY24. The reduction is primarily due to increased competition, limited modernisation of its network, and challenges in retaining urban subscribers. • Atria Convergence Technologies holds a ~5.6% share with ~2.3M subscribers in FY24, supported by its focus on high-speed internet plans and regional dominance in key metropolitan areas. • Hathway Cable & Datacom has a market share of ~2.7%, amounting to ~1.1M subscribers in FY24, leveraging its presence in cable TV bundling and affordable broadband offerings. 5.2. Overview of fibre-optic cables market and its use cases 166Fibre-optic cables are the backbone of modern connectivity, driving critical advancements in smart homes, smart offices, in-building communication systems, and last-mile connectivity. The Indian fibre-optic cables market is growing rapidly, with an estimated market size of ~INR 89.2B in FY25 and projected to reach ~INR 185.5B by FY30, growing at a CAGR of ~15.8%. This growth is fuelled by the increasing demand for high-speed, reliable communication infrastructure to support smart technologies and modern lifestyles. Orient Cables (India) Ltd has secured key certifications, including UL and ETL approvals, and is well-positioned to capitalise on this momentum by not only benefiting from strong industry tailwinds but also by increasing its revenue market share in the fibre-optic segment Fibre-optic cables are pivotal for last-mile connectivity, ensuring seamless delivery of high-speed internet and data services to end-users. They support bandwidth-intensive applications like 4K streaming, IoT devices, and video conferencing with low-latency, high-capacity connections. Beyond individual applications, fibre-optic cables citywide networks, 5G infrastructure, and smart city solutions, driving digital adoption in urban and rural areas alike. This growing demand underscores the critical role of fibre-optic technology in shaping modern communication and connectivity. Fibre-optic cables are used across industries like telecommunications, IT, healthcare, defence, and broadcasting for high-speed, reliable data transfer, where they support critical applications such as internet services, medical imaging, secure communications, and content delivery. 5.3. Growth drivers of fibre-optic cables network in India The fibre-optic cables network is experiencing significant growth, fuelled by the increasing demand for high-speed internet, the expansion of 5G networks, and the rise of data centres. In India, fibre-optic cables have become the key enabler of the digital ecosystem, with rollouts accelerated in recent years to support government initiatives like Digital India, BharatNet, and the Smart Cities Mission. The fibre-optic cables market is projected to increase at a CAGR of 15.8% from FY25-30 to reach INR 185.5B by FY30. Telecom operators are also focusing on enhancing site fiberisation and improving last-mile connectivity. India's fibre-optic cables network has expanded substantially, growing from ~1.8M Km in CY18 to ~4.2M Km in CY24, reflecting a CAGR of ~15.7%. To sustain growth, the industry will need to adopt innovative rollout strategies, involve non-telecom players such as tower companies and utilities, and explore opportunities in both domestic and international markets. India currently manufactures ~100M FKm annually, while domestic consumption stands at ~46M FKm per year, less than half of its manufacturing capacity. Additionally, the National Highways Authority of India has announced the development of an integrated fibre-optic cable network spanning ~10K Km across the country. This is paving the way for substantial market expansion, fuelled by: • 5G rollout leading growth in fibre-optic cables market Tower fiberisation is crucial for fully realizing the benefits of 5G. While leading markets like the US and China have achieved tower penetration rates of ~80-90%, India has set an ambitious target of ~70% by FY25 as it strives to become a 5G leader. As 5G mobile subscriptions continue to grow globally, service providers are expanding their commercial 5G networks and deploying standalone solutions. Tower fiberisation will become a key factor in delivering the optimal 5G experience. In FY24, India has achieved ~44% fiberisation. A huge amount of fibre deployment is required nationally to meet this target. Additionally, ~1.2M Fibre-To-The-Home (FTTH) connections have been commissioned across India, enhancing last-mile connectivity and supporting high-speed broadband access for residential users. 167• Public-private partnerships model Public-private partnerships are becoming a key solution for bridging the digital divide between urban and rural areas and driving fibre-optic network expansion. By combining the resources and expertise of both the public and private sectors, PPPs help to implement the fibre-optic projects needed to meet the rising demand for broadband internet, especially in remote regions. In rural areas, where the cost of infrastructure can be high and demand may be low, PPPs encourage private companies to invest in building fibre networks, with the government providing support. In India, the BharatNet initiative highlights how PPPs can address this challenge. With an investment of ~INR 650B, BharatNet will expand fibre-optic networks to inhabited villages beyond Gram Panchayats in 16 states. A viability gap funding of ~INR 190.4B will be provided for this PPP model to ensure that fibre connectivity reaches both urban and rural areas, promoting digital inclusion and expanding fibre networks across India. • Fibre-optic cables are becoming the backbone of AI data centres AI is set to revolutionize every aspect of our lives, starting with data centres, where GPU-based AI servers are driving new standards for fibre-optic densification. To support the workloads of large language models, which are through text and voice prompts, they depend on the dense, intricate fibre-optic connections within data centres. The scale of AI-driven fibre densification in these centres is enormous. At the same time, investments in data centres are rapidly increasing in India, as well as in the Middle East and Africa. India’s data centre industry is expanding rapidly, driven by digitalisation, improved technological infrastructure, and the adoption of advanced technologies like 5G, AI, blockchain, and cloud computing. India's data centre capacity has reached ~1.3 GW in FY25 and is expected to exceed ~4.7-5.7 GW by FY30. • Rising demand for smart cities and IoT applications Indian government's push for smart city development and the rapid growth of the IoT ecosystem are significantly driving the demand for fibre-optic cables. As fibre-optic cables form the backbone of smart city infrastructure, it supports critical IoT-based applications like smart utilities, transportation, surveillance, and digital services. Additionally, the expansion of IoT across sectors such as healthcare, manufacturing, and agriculture further amplifies the need for reliable communication mediums like fibre-optic cables. This growing reliance on fibre-optic networks for seamless data transfer, real-time monitoring, and remote control is fuelling the expansion of the fibre-optic cables market. 5.4. Government initiatives promoting fiberisation in India The government has undertaken several key initiatives to drive the growth of fibre-optic cables in India, aiming to enhance broadband connectivity and support the nation's digital transformation. Programs like BharatNet, Make in India, and the National Broadband Mission are pivotal in strengthening the fibre-optic infrastructure. These initiatives focus on extending broadband access to rural and remote areas, encouraging domestic manufacturing, and scaling fiberisation efforts nationwide. By addressing both infrastructural and manufacturing aspects, these efforts collectively contribute to the growth of the fibre-optic cables industry, fostering economic development and bridging the digital divide. 1685.5. Starlink’s satellite internet in India With the Indian government actively progressing towards the administrative allocation of satellite spectrum and global players like Starlink and Amazon showing strong interest, India stands at the cusp of a new phase in digital connectivity. Satellite internet, particularly via low earth orbit (LEO) constellations, has the potential to address last- mile connectivity gaps. However, its widespread commercial adoption remains fraught with cost and technical constraints—especially in a price-sensitive market like India. Current landscape and developments • Satellite licensing advances: The DoT has already granted satellite communication licenses to Jio Satellite Communications Ltd (a JV with Luxembourg-based SES) and OneWeb India Communications (backed by Bharti Airtel and Eutelsat Group). These companies are preparing to roll out satellite broadband services for enterprise and rural use-cases. • Pending applications: Starlink and Amazon’s Project Kuiper have applied for licenses—Starlink in Oct 2022 and Amazon in Jul 2023. However, approvals are still pending due to concerns around security, data storage protocols, and ownership structures. The Indian government has emphasized compliance with local regulations and has asked for detailed coverage plans, especially for terminals near sensitive border areas. • Spectrum allocation modality: The TRAI is working to finalize the pricing framework for administratively allocated satellite spectrum. While companies like Starlink and Amazon support this model, traditional telecom operators such as Jio and Airtel continue to advocate for auction-based allocation, citing fairness and regulatory parity. • New partnerships with Jio and Airtel: In March 2025, Bharti Airtel and Reliance Jio announced separate agreements with SpaceX to introduce Starlink's satellite internet services in India. These collaborations aim to leverage the extensive infrastructure and customer bases of the Indian telecom giants to facilitate Starlink's entry into the Indian market. o Bharti Airtel: Airtel's partnership with Starlink focuses on enhancing connectivity in underserved and remote regions. The agreement includes provisions for selling Starlink equipment through Airtel's retail outlets, offering Starlink services to Airtel's business customers, and establishing customer service mechanisms for installation and activation. o Reliance Jio: Jio's collaboration with Starlink aims to distribute Starlink devices through Jio's retail outlets, leveraging Jio's existing infrastructure to enhance satellite coverage. This partnership is expected to provide high-speed internet access to millions in remote areas, contingent on Starlink receiving government approval to operate in the country. Satellite connectivity for inclusive growth 169• Last-Mile Digital Inclusion: Starlink can plug connectivity gaps in remote villages, mountains, deserts, and border zones where fibre deployment is infeasible. • Disaster-Resilient Communication: Satellite networks are critical for emergency services, especially in the aftermath of natural calamities where terrestrial infrastructure fails. • Support to Public Schemes: Initiatives like BharatNet could be supplemented by satellite backhaul to speed up rural internet rollout. Challenges in the Indian market • Affordability challenges in India: Starlink's monthly residential plans start at ~US$ 120 with additional hardware costs of ~US$ 349 In comparison, Indian FTTH plans from Jio and Airtel start as low as ~INR 399/month (US$ 4.7) with free installation and bundled OTT services Even in Africa, where Starlink has offered plans at US$10/month for 50GB, it's still significantly more expensive than Indian broadband alternatives • Traction beyond premium segments: Starlink’s global ARPU is ~US$ 100, while Indian telcos operate on mobile ARPUs ~<US$ 3 and fixed broadband ARPUs ~<US$ 7 Such disparity makes it difficult for satellite services to gain traction beyond premium or enterprise segments • Network capacity and frequency reuse limitations: Terrestrial networks in India have over ~29 million base stations and ~800,000 towers; In contrast, Starlink currently operates just ~7,000 satellites worldwide and has plans to expand that number to ~40,000 Satellite networks lack the dense frequency reuse and scalability advantages of terrestrial infrastructure, which affects bandwidth, speed, and concurrent user capacity • Technical challenges with satellite architectures While LEO (Low Earth Orbit) and MEO (Middle Earth Orbit) configurations (used by Starlink and OneWeb) reduce latency and improve speed compared to geostationary (GSO) satellites, several inherent constraints remain: Beam steering is necessary due to the movement of non-GSO satellites. This is difficult to implement on mobile devices and adds to hardware complexity GSO satellites, placed at ~36,000 km, suffer from high latency (~240ms round trip), signal degradation, and limited frequency reuse due to broader coverage areas High-frequency bands (e.g., Ku and Ka) offer better bandwidth but are prone to atmospheric losses, especially during heavy rain—common in many Indian regions • Telco dependence for direct-to-device integration Starlink’s “Direct to Cell” solution—designed to allow standard LTE handsets to connect to satellites—requires partnerships with telecom operators to access spectrum Starlink has formed such alliances with T-Mobile (USA), Rogers (Canada), and KDDI (Japan), but it will require similar cooperation in India, adding regulatory and commercial complexity Starlink's satellite broadband success will depend on overcoming affordability barriers, regulatory compliance, and a shift in its pricing strategy to align with India’s economic realities. 6. Data centre market – Global & Indian 1706.1. Global data centre market was valued at ~US$ 269B in CY24 and is expected reach ~US$ 420B by CY29, growing at a CAGR of ~9.3% Data centre is a critical facility that provides access to applications and data through a complex network, computing, and storage infrastructure. It plays a vital role in processing, storing, and disseminating large volumes of data essential for business operations, driving innovation, enhancing efficiency, and enabling data-driven decision-making across industries, serving a critical function in the digital economy. As data centres expand, the demand for enabling components, particularly networking cables, will grow, forming the backbone of seamless connectivity and efficient data transmission. Global data centre market was valued at ~US$ 269B in CY24 and is expected to reach ~US$ 420B by CY29, growing steadily at a CAGR of ~9.3%. This growth is driven by rising digitalisation, increased cloud adoption as businesses relies more on data, advancements in AI, particularly generative AI, advanced cloud computing in business operations, and government policies, including tax incentives and power subsidies that encourage investments. As of CY24, there are ~11,400 data centres worldwide. The United States leads with ~5,426 (~48%) data centres, followed by Germany with ~529 (~5%), the U.K. with ~523 (~5%), China with ~449 (~4%), Canada with ~337 (~3%), France with ~322 (~3%), Australia with ~314 (~3%), and India with ~153 (~1%) data centres. 6.2. Indian data centre power capacity stood at ~0.3GW in FY19 and reached ~1.3GW in FY25, reflecting a CAGR between ~28.1% for the period India's emphasis on data localisation and digitalisation is fuelling rapid growth in its data centre industry. The Digital Personal Data Protection Act (DPDP), 2023, encourages data localisation to enhance national security, with sector- specific requirements mandating the storage of data within the country. This regulatory framework has created a favourable environment for increased investment in the country’s data centre infrastructure. Coupled with initiatives 171like Digital India, JAM (Jan Dhan, Aadhar, and Mobile) trinity, are strengthening the digital ecosystem and accelerating data proliferation, with the digital economy projected to contribute ~20% to GDP by FY26. These factors are set to propel the India data centres. These factors are set to propel the India data centres. This expansion will also benefit the specialized segment of broadband cables, particularly networking cables such as CAT5, CAT6, CAT6A, etc. India is the second fastest-growing data centre market in the Asia Pacific region and ranks 14th globally with ~153 operational data centres. The Indian data centre market is rapidly growing due to advancements in AI and IoT, increased cloud computing adoption, digitalisation, internet penetration, data localisation mandates, and supportive government initiatives like Data Centre Policy 2020. In terms of power capacity, Indian data centre power capacity stood at ~0.3GW in FY19 and reached ~1.3GW in FY25, reflecting a CAGR between ~28.1% for the period. This power capacity is expected to reach ~4.7-5.7GW in FY30, expanding at a robust CAGR of ~30.1 to ~35.1% over FY25-30. This growth is driven by rising demand for data centres, tech advancements, digital infrastructure, smart devices, and 5G, increasing the need for data and storage capacities. Wires and cables are critical components of data centres, enabling seamless connectivity, power transmission, and efficient data flow. The data centre wires and cables market accounts for ~4% of the overall data centre market. 6.3. Key end users of data centres 172Key data centre users include cloud providers, large enterprises across tors like finance, healthcare, retail, etc. for storage, disaster recovery, and application hosting, telecom companies, and government organizations needing secure storage 6.4. Growth drivers for the Indian data centre market The Indian data centre market is witnessing substantial growth, fuelled by rising demand for cloud computing services, rapid digitalization, and internet penetration, government initiatives/policies such as the Data Centre Incentive Scheme (DCIS), technological advancements in AI and IoT which drives the data and connectivity need, and the Digital Personal Data Protection Act (DPDP), 2023. Government initiatives/policies: • Draft data centre policy 2020: It seeks to enhance ease of doing business, attract investments, and accelerate growth by promoting competitiveness, ensuring secure operations, supporting indigenous manufacturing, improving infrastructure, and building sector capacity through incentives and skill development. Under this policy various initiatives were takes, such as: Data Centre Economic Zones (DCEZ): Establishment of at least four Data Centre Economic Zones (DCEZ) under a Central Sector Scheme aiming to foster a robust ecosystem comprising hyperscale data centres, cloud service providers, IT companies, R&D units, and allied industries Essential Services Maintenance Act, 1968 (ESMA): Classifying data centres as an essential service under ESMA ensures uninterrupted operations, enabling continuous service delivery and maintaining daily activities, even during emergencies, calamities, or crises 173Data Centre Incentivization Scheme (DCIS): It will offer fiscal and non-fiscal incentives to promote the development of data centre parks and data centres. It will support the use of domestic IT hardware, including servers and network devices, and non-IT equipment like cooling systems The Indian government may revise the Data Centre Policy 2020 to align with the industry's evolving needs and expectations. This revision could involve granting infrastructure status to data centres and providing additional incentives to companies establishing advanced data centres utilizing artificial intelligence (AI) and machine learning (ML). 6.5. Different components of data centres Data centres rely on three core components: computing resources, network infrastructure, and storage infrastructure. These work together to manage, process, and store data efficiently, helping businesses to scale, improve performance, and enhance security. • Computing resources: Features servers with varying capabilities, supporting physical, virtualized, containerized, or edge computing setups for processing and memory • Network infrastructure: Includes switches, routers, firewalls, cables, etc. to connect components and users • Storage infrastructure: Utilizes HDDs, SSDs, and tape storage for secure data retention and management The network infrastructure can be divided into active and passive components. • Active components: It includes devices such as switches, routers, firewalls, gateways, etc. that handle, boost, and process network signals • Passive components: Components such as cables, connectors, patch panels, wall plates, and sockets serve as the pathway for network signals. These components are critical for networking and communication within data centres. They establish redundant connections between systems and the internet, ensuring seamless operation 6.6. Impact of data centre growth on the wire & cables market The expanding data centre market will drive the demand for wire and cable solutions as organizations aim to improve efficiency and cut operational costs. This trend is expected to fuel significant growth in the data centre wire and cable market. The networking system is a critical component in the data centre, which ensures fast and reliable data transmission. As data centres continue to grow, the demand for advanced networking solutions will rise. • Growth in requirement of networking equipment: Networking equipment currently constitutes ~5% of total data centre costs and will experience proportional growth driven by the increasing scale and complexity of data centres. With the Indian data centre market expected to grow at a CAGR of ~26% and the global market at ~9% over the next five years, the demand for advanced networking equipment, including cables, connectors, cable management systems, etc. is set to surge. This growth in the data centre market reflects the need for robust, scalable, and efficient networking solutions to support expanding data volumes • Rising power capacity of data centres: The increasing power capacity of data centres highlights the growing demand for efficient infrastructure, particularly in cabling solutions. As data centres expand, the focus on energy-efficient technologies becomes essential. Fibre-optic cables, with their ability to transmit data over long distances using less power compared to traditional copper cables, offer a significant advantage. This shift towards advanced cabling solutions is critical to supporting the future growth of data centres while addressing the challenges of rising energy consumption and costs • Need for advanced networking cabling solutions: The rapid expansion of data centres will drive the need for high-performance networking cables like fibre-optic and advanced twisted pair cables to meet growing high-speed demands. Traditional cabling methods will struggle to keep pace with the future demands of cloud computing, big data analytics, AI, and ML, which will lead to the accelerated adoption of advanced cabling solutions capable of managing larger data volumes at higher speeds. Additionally, as businesses increasingly migrate to the cloud, data centres require faster, more reliable, and scalable infrastructure, fuelling the demand for cables that ensure efficient data handling over both short and long distances • Growth in requirement of ancillary products: The expansion of data centres will drive demand not only for advanced networking cables but also for a wide range of ancillary products such as keystone jacks, patch cords, power strips, etc. These ancillary solutions play a crucial role in optimizing network performance and 174organizing cabling systems. Patch cords, for instance, facilitate connections between devices and the network infrastructure, while keystone jacks enable effective connectivity within structured cabling systems. As the data centre industry grows, these supporting products are essential for maintaining infrastructure efficiency and scalability 7. E-beam market Electron Beam (E-beam) technology uses accelerated high-energy electrons to enhance material properties like durability and resistance. E-beam cross-linking improves mechanical, thermal, and chemical resistance in cables, enabling higher current capacity, reduced thickness, and extended lifespan. This technology also enhances safety by preventing fires from overloads or short circuits. E-beam cables are utilized across various industries. In the solar and wind industry, they withstand temperature extremes, UV radiation, and chemical degradation. In railways, automobiles, and the aviation industry, they ensure reliable communication despite vibration and stress. Marine environments benefit from their water resistance properties, while in defence and nuclear plants, they support precise energy transmission and simulate high-radiation conditions for testing. 7.1. Overview of green energy trends Climate change, driven by human activities since the 1800s, intensifies extreme weather events like droughts, floods, rising sea levels, and biodiversity loss, primarily due to greenhouse gas emissions from burning fossil fuels. The UNFCCC (1992) and the Paris Agreement set global climate targets, urging nations to limit warming and emissions. India, aligning with these goals, requires ~US$ 170B annually by CY30 to advance sustainability through renewable energy, energy efficiency, and policy reforms. Globally, renewable energy is experiencing robust growth, with a notable surge in solar energy adoption. Solar energy's share in overall power generation capacity has grown from ~7% (~492 GW) in CY18 to ~19% (~1,865 GW) in CY24 at a CAGR of 24.9% between CY18-24, and further to ~32% (~4,681 GW) by CY29 at a CAGR of 20,2% between CY24-29. The share of renewable energy (solar + other renewable energy) in total power generation capacity has increased from ~33% (~2,361 GW) in CY18 to ~46% (~4448 GW) in CY24. It is projected to reach ~59% (~8,584 GW) by CY29, reflecting a global transition toward sustainable energy sources and reduced reliance on non-renewable energy. 175India is witnessing a transformative shift in its energy mix, driven by solar energy and other renewable sources. Solar energy leads this growth, with its share in overall power generation capacity increasing from ~8% (~29 GW) in FY19 to ~22% (~106 GW) in FY25 at a CAGR of 24.0% between FY19-25, and further to ~40% (~326 GW) by FY30 at a CAGR of 25.3.1% between FY25-30. The share of renewable energy (solar + other renewable energy) in total power generation capacity increased from ~35% (~125 GW) in FY19 to ~47%(~224 GW) in FY25 and is projected to reach ~64%(~521 GW) by FY30, reflecting India’s commitment to expanding renewable energy infrastructure and achieving a more sustainable and balanced energy mix. India’s green energy sector is rapidly growing, with renewable energy capacity reaching ~43% (~191 GW) of total energy generation capacity in FY25, making it the fourth largest globally. By CY30, India targets ~500 GW of renewable energy, with solar and wind contributing over ~80%. Government initiatives like the Solar Park Scheme and rising EV adoption are driving the shift to sustainable energy, supported by increasing private sector participation. India's growing solar energy capacity has amplified the demand for robust and efficient wiring solutions critical for energy transmission and system reliability. These wiring requirements are fulfilled through traditional non-E-beam and advanced E-beam technologies. While non-E-beam wires continue to serve conventional needs, E-beam wires are gaining prominence due to their superior durability, thermal resistance, and ability to withstand harsh environmental conditions—making them ideal for large-scale solar installations. 7.2. Global solar E-beam market is ~US$ 7.4B in CY24 and expected to grow at ~12.3% over CY24-29 The rising demand for electron beam (e-beam) processing in the wires and cables industry is driven by its advantages over traditional curing methods. Companies are adopting e-beam technology for faster curing, reduced energy use, and improved cable durability. E-beam processing enhances resistance to heat, moisture, and chemicals, making it a cost-effective and reliable solution for solar industries. 176Between CY18 and CY24, the global solar E-beam market experienced substantial growth, with its market size increasing from ~US$ 0.6B in CY18 to ~US$ 7.4B in CY24, reflecting a robust CAGR of ~53.2%. This growth was driven by rising demand for clean energy and advancements in e-beam technology. The market is projected to expand further, reaching ~US$ 13.3B by CY29, achieving an average CAGR of ~12.3% between CY24 and CY29. 7.3. Indian solar E-beam market size is expected to reach INR 193.5B in FY30 and is expected to grow at 37.8% over FY25-30 The Indian solar e-beam market size reached ~INR 38.9B by FY25 from ~INR 3.2B in FY19 with a CAGR of ~51.3%, driven by increasing demand across the renewable energy and infrastructure sectors. Growth factors include extensive solar infrastructure development, government support for green energy, and the need for reliable, long-lasting cables in large-scale solar projects. Solar e-beam technology is favoured for its ability to enhance cable durability, resistance to environmental stress, and operational efficiency, which is essential for high-performance renewable energy installations The market is projected to grow to ~INR 193.5B by FY30, growing at a CAGR of ~37.8% from FY25-30. This expansion is driven by ongoing investments in renewable energy integration, advancements in solar technology, and the push for sustainable infrastructure. 7.4. Key factors driving market growth The key factors impacting the growth of the e-beam market include rising demand for high-performance electronic devices, which is driving global adoption of e-beam technology. On the other hand, continued advancements in e- beam technology and expansion of solar energy sector present significant growth opportunities for the e-beam technology 1778. Tethered drone market 8.1. Global tethered drone market was valued at ~US$ 206M in CY24 and is expected to reach ~US$ 400M by CY29 reflecting a ~14.2% CAGR over CY24-29 Tethered drone is a type of unmanned aerial vehicle (UAV) connected to a ground station by a cable. It includes a base station for power, a tether cable, and the drone itself, which operates while attached to the tether cable. Unlike traditional drones with limited battery life, tethered drones draw power from ground stations which allows them to perform longer operations, making tethered drones ideal for scenarios requiring persistent aerial presence without frequent landings for recharging The global tethered drone market was valued at ~US$ 80M in CY18 and reached ~US$ 206M in CY24, reflecting a CAGR of ~17.0%. It is expected to reach ~US$ 400M by CY29, growing at a CAGR of ~14.2% during CY24-29. 178This growth is fuelled by increasing applications across industries such as defence, law enforcement, and telecommunications. Additionally, technological advancements like lightweight cables are among the key drivers supporting this upward trajectory. In CY24, North America leads the global tethered drone market, ~40% of the total market, followed by Asia-Pacific (APAC) at ~30%. Europe and the Middle East and Africa (MEA) markets held ~20% and ~5% share, respectively, while the rest of the world (RoW) contributed ~5% to the overall global market. 8.1.1. Advantages of tethered drones over traditional drones Tethered drones offer numerous advantages over traditional drones, making them a reliable and efficient solution for various applications. With extended flight time, continuous power, and enhanced stability, they are ideal for prolonged surveillance. Their secure data transmission minimizes risks like hacking, while their user-friendly design ensures easy operation with minimal training and simple controls. Tether cables play a crucial role in ensuring the seamless operation of tethered drones by providing a stable connection for power and communication, enabling extended flight durations and reliable data transmission. They are designed to be lightweight, ensuring the drone can support them effectively, particularly when extended over long distances. These cables are built to endure challenging environments while maintaining functionality. Key components of tether cable • Outer jacket: Made from lightweight synthetic materials, this layer provides durability, resists moisture absorption and withstands harsh weather conditions • Inner jacket: A weatherproof layer that protects the internal components from environmental damage • Power conducting wires: Typically composed of copper, these wires transmit power from the ground station to the drone 179• Data & broadband cables: Tethered drone cables typically contain one or multiple optical fibres to enable secure data transfer and communication 8.1.2. Key growth drivers The global tethered drone market growth is driven by its expanding applications across various industries. Defence and law enforcement utilize tethered drones for continuous aerial surveillance, while telecom leverages them to enhance connectivity, supported by advancements in lightweight cables enabling extended operations. 8.2. Indian tethered drone market was valued at ~INR 1.35B in FY25 and is expected to reach ~INR 6.05B by FY30 with a ~35% CAGR The Indian tethered drone market was valued at ~INR 1.35B in FY25 and is expected to reach ~INR 6.05B by FY30, growing at a ~35% CAGR. This growth is driven by the increasing demand for continuous aerial surveillance across sectors like defence and security, along with government initiatives promoting drone technology development. 8.3. India is positioning itself to become a global drone hub The Indian government has intensified efforts to establish a sustainable drone manufacturing ecosystem, positioning the country as a global hub for drone technology. Favourable policies and financial incentives, such as the Production- Linked Incentive (PLI) scheme launched in 2021 with an outlay of ~INR 120Cr, have played a pivotal role. ~INR 30Cr was disbursed to beneficiaries in FY23, boosting domestic manufacturing of drones and their components. Additionally, the Directorate General of Foreign Trade (DGFT) has liberalized export policies for drones and unmanned aerial vehicles (UAVs), aligning with India’s Foreign Trade Policy 2023. This policy promotes high-tech exports, including drones, enhancing India’s presence in global markets. The tethered drones are increasingly being used for aerial surveillance, firefighting, defence, agriculture, traffic control and monitoring in a variety of setting including border control, critical infrastructure protection and public safety, underscoring their transformative potential. Favourable government initiatives, coupled with robust indigenous demand creation, are expected to catalyse India's emergence as a global leader in drone technology and applications. 8.4. Players in tethered drone 180Globally, companies like Elistair and Hoverfly Technologies are specialized in tethered drones, catering primarily to industries such as defence, security, and public safety. Their products are often utilized for continuous surveillance, border monitoring, event security, and emergency response. Similar applications are emerging in the Indian market, particularly in defence. As the Indian government and private players increasingly adopt drones for strategic and operational purposes, the demand for tethered drones is expected to grow. Key notable players in the Indian tethered drone industry include NewSpace Research and Technologies, Adani Defence and Aerospace, ideaForge, Asteria Aerospace, etc. NewSpace Research and Technologies has secured an order from the Indian Army to support high-altitude surveillance. Similarly, Adani Defence and Aerospace and Bharat Electronics Limited are developing tethered drone solutions. 9. Overview of ancillary products in the wires and cables industry In the wires and cables industry, ancillary products are essential for maintaining optimal cable performance, functionality, and durability across various applications. By addressing critical connectivity, safety, and operational needs, these products expand the utility of core cables offerings, creating value-added solutions for customers. Some of the major ancillary products in the wires and cables industry are: • Keystone jacks: Keystone jacks enable secure modular connectivity in networking cables and telecommunication networks • Patch cords: Patch cords ensure seamless data transmission between devices and network outlets • Solar junction boxes: Solar junction boxes are integral to solar panel systems, ensuring efficient and safe power transfer • Power strips: Power strips enhance versatility in power distribution, and accessories like cable ties and conduits improve cable management and durability These ancillary products not only support diverse sectors such as telecommunications, renewable energy, and consumer electronics but also drive market growth by broadening application possibilities and improving system efficiency. 9.1. Overview of keystone jacks market in India Keystone jacks are modular connectors used to terminate and connect Ethernet cables, phone lines, or other types of cabling in networking and telecommunications setups. They are called "keystone" because of their distinctive shape, which fits into standard wall plates, patch panels, or surface-mount boxes, allowing for easy installation and customisation. Their modular design and compatibility with keystone-compatible devices make them a versatile solution for various network configurations. These jacks are engineered to exceed high electrical performance standards, ensuring reliable, high-speed data transmission. Orient Cables (India) Ltd started manufacturing Keystone Jacks in CY24 and is one of the early movers of keystone jacks in the organised manufacturing segment, alongside players like Polycab, Havells, and Finolex. This gives Orient an early mover advantage in the Indian market Keystone jacks are designed for use with LAN/Ethernet cables and play a key role in structured cabling systems. They come in two main types: punch-down, which require a tool to terminate cables, and tool-less, which use a built-in mechanism to secure wires. 181The market for keystone jacks in India has been growing at a CAGR of ~9.1%, increasing from ~INR 5.6B in FY19 to ~INR 9.4B by FY25. It is projected to expand at a CAGR of ~13.2%, reaching ~INR 17.5B by FY30. 9.1.1. Keystone jacks: key growth drivers and trends The rollout of 5G and FTTH broadband is driving demand for keystone jacks to support high-speed, low-latency connections in telecom, residential, and commercial networks. Increased adoption of power over ethernet (PoE) technology for devices like security cameras and IoT sensors, along with enterprises upgrading to advanced cabling standards (Cat6a and above), are further boosting demand. Additionally, initiatives like India’s Smart Cities Mission are fuelling the need for structured cabling, enhancing the market for keystone jacks in urban infrastructure. 9.2. Overview of patch cords market in India Patch cords are short cables used to connect devices in networking, telecommunications, andaudio systems. It is a terminated and moulded electrical cable with plugs and connectors used to connect electrical devices like computers, switches, routers, and patch panels to a power source. . These cords are commonly used in appliances and equipment and are factory fitted. Due to their modular nature, they are safe and a clear choice for all appliance manufacturers for supplying main line power to their products. These cords are essential in structured cabling systems because they offer flexibility and make it easier to adjust network configurations. The Indian patch cords market is valued at ~INR 8.6B in FY25 and is expected to grow at a CAGR of ~14.6% from FY25 to FY30, reaching ~INR 17.0B by FY30. The market is witnessing innovation in patch cord designs, including enhanced durability and compatibility with advanced network technologies. The availability of customized solutions is helping manufacturers cater to diverse industry needs, thereby strengthening their market presence. 1829.2.1. Patch cords: key growth drivers and trends The rise in internet usage, the expansion of cloud computing, and the growth of data centres are fuelling the demand for patch cords. As industries seek higher bandwidth and improved network performance, patch cords are in greater demand, especially with the trend toward fibre-optic cables and higher-speed ethernet standards. Furthermore, the growing emphasis on structured cabling systems, as well as advancements in manufacturing technologies that allow for cost-effective, high-quality patch cords, are contributing to market growth. 9.3. Overview of solar junction boxes market in India Solar junction box is a component attached to every solar panels, serving as the interface between the panels and electrical cable network. It houses the wiring terminals, providing a secure connection and often includes bypass diodes to maintain the current flow if a panel is shaded or damaged. The primary function of the solar junction box is to direct the current and protect the electrical connections that transmit the generated electricity from the solar cells to the battery storage system or inverter. It acts as the central hub where the solar panel’s output is gathered and transmitted. 183The Indian market size for solar junction boxes reached ~INR 20.5B in FY25, an increase from ~INR 14.9B in FY19, reflecting a CAGR of ~5.4%. The market is projected to grow to ~INR 32.4B by FY30, expanding at a CAGR of ~9.6% from FY25 to FY30. 9.3.1. Solar junction boxes: key growth drivers and trends The growth of the solar junction boxes market is directly proportional to growth of solar panel production. Solar energy has a huge demand due to increasing global energy consumption, fuelled by population growth and urbanization, alongside a significant shift toward renewable energy. Rising adoption of rooftop solar installations and large-scale solar farms, coupled with declining solar panel costs, has further boosted demand. Competitive pricing and advancements in production technology have made solar junction boxes more accessible. As solar energy emerges as a vital solution to reduce dependence on fossil fuels and combat climate change, the market is poised for sustained expansion. 1849.4. Overview of power strips market in India Power strips or extension cords are electrical devices designed to allow users to plug multiple electronic devices into a single wall outlet. They can be with or without USB ports. These devices consist of a length of cables with a set of sockets, typically ranging from three to eight, enabling multiple gadgets to be powered simultaneously from one outlet. This makes them especially useful in homes, offices, and other spaces where numerous devices need to be connected but power outlets are limited. A key feature of power strips is that they provide multiple outlets, allowing users to connect various electronic devices simultaneously. In addition, some models include an on/off switch that acts as a master control, enabling users to turn off all connected devices with a single flip. This can help save energy and reduce the risk of overheating when the connected devices are not in use. 185The power strips market in India has grown significantly over recent years. From a valuation of ~INR 17.3B in FY19, the market has expanded at a CAGR of ~5.4%, reaching ~INR 23.8B by FY25. The market is expected to grow at a CAGR of ~8.1%, with an estimated market size of ~INR 35.1B by FY30. 9.4.1. Power strips: key growth drivers and trends The growing number of electronic devices in homes and workplaces, including smartphones, smart TVs, gaming consoles, computers, and printers, is driving fuelling demand for power strips. . As remote work and home offices become more common, professionals require reliable power solutions to manage devices efficiently. Power strips help reduce cable clutter, improve safety, and support organized workspaces. Additionally, the rising need for protection against voltage spikes and surges has led to a surge in demand for surge-protected power strips, offering vital protection for sensitive electronics, ensuring data integrity, and reducing the risk of electrical damage and fires. 9.5. Overview of EV charging cables market India’s electric vehicle (EV) landscape is undergoing a major shift, driven by rising fuel costs, growing environmental concerns, and a strong policy push toward clean mobility. EV sales in the country are projected to rise from 0.1M units in CY20 to 11.4M by CY29, reflecting a CAGR of about 41.7% in the period CY24-29. This shift towards electrification will create the need for reliable and widespread EV charging infrastructure. To support growing EV adoption, it will be critical to grow the EV charging infrastructure. This growth will be beyond just setting up charging stations, with the need to upgrade to the supporting electrical ecosystem, particularly in the area of charging cables. EV charging cables ensure efficient and safe energy transfer between the charging station and the vehicle. These cables are specially engineered to handle varying voltage levels, high power loads, and environmental factors, making them quite different from traditional power cables. These cables are designed to meet the unique demands of EV infrastructure and fall into two key categories: • AC charging cables: Commonly used for home chargers and slow public charging points. These require flexibility, strong insulation, and resistance to wear and tear from frequent handling. • DC fast charging cables: Deployed at commercial or highway locations, these are built to handle high power loads and must endure considerable thermal and mechanical stress. To ensure quality, EV charging cables should meet strict criteria: they require superior insulation, flexibility, heat and UV resistance, and compliance with global safety standards (like IEC 62893 and ISO 17409). Additionally, as charging systems become more integrated with the power grid and smart technologies, there is a growing demand for communication and control cables (e.g., fibre-optic or shielded twisted pair cables) alongside power cables. 186For cable manufacturers, this evolving segment presents a high-value growth opportunity. As the market transitions from commodity cables to technologically advanced, high-margin products, companies that can deliver certified and reliable EV cable solutions are well-positioned to become key players in the ecosystem. Strategic partnerships with EV manufacturers, charging station operators, and infrastructure developers are becoming critical. While global players have already introduced specialised EV cable portfolios, Indian manufacturers are still in the early stages. However, there is growing interest in tapping both domestic demand and international markets, especially as global standards begin to align. Despite the opportunity, challenges remain, ranging from limited domestic sourcing of specialised raw materials to the need for ongoing R&D investment and the complexity of adhering to international certification and safety standards. Still, EV charging cables represent one of the most dynamic and promising segments within India’s cables industry, with strong potential over the next decade. 10. Summary of markets Summary of all key markets across segments like networking cables, fibre-optic cables, solar e-beam, and others has shown strong growth. 11. Operational & financial benchmarking Orient Cables is one of India’s leading manufacturers of networking cables and allied products in terms of the range of products manufactured, as of March 31, 2025. Established in 2005 and commenced operations in 2006, the company is one of the youngest amongst its peers and has a global presence across 8 countries. Orient cables have consistently been increasing manufacturing capacity, and as of March 31, 2025 and has a manufacturing capacity of 794,976 kms* of cable. The company supplies to top customers across telecom, resellers, broadband, data centre and government sectors, and also provides highly customised solutions tailored to specific customer needs. Orient cables caters to 2 out of the top 3 telecom companies by revenue as on 31 March 2025. The company began as a networking cable manufacturer and has expanded its presence in Optical Fibre Cables, Power Cables and keystone jacks. Given keystone jacks natural synergies with networking cables, this segment offers a logical and accessible growth opportunity for Orient Cables (India) Ltd. It is now venturing into new products including E Beam Cables, Solar Junction Box, Tethered Drone and Harnesses, which have wide applications in high growth sectors including broadband, telecom, renewables, data centre, E- mobility, FMEG real estate (smart homes, offices, security and surveillance), cable resellers and government sectors such as railways and defence, aerospace and railways. These products have higher margins as compared to the margins of existing products of Orient Cables. The products offered by Orient Cables are cost-competitive when compared to China giving it an advantage in international and domestic markets Orient cables is the first in India to receive the BIS certification for symmetrical pair / quad cables for digital communications. Orient cables is among the early movers in India to develop tethered cable and box system. It has one of the most comprehensive range of products across the industry. As a result, Orient Cables has seen a rise in their market share from ~16% in FY22 to ~22% in FY25 on revenue basis. Orient Cables (India) Limited competitors include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount communications Limited. 187*Annualized capacity as of 31 March 2025 11.1. Operational benchmarking 11.2. Financial benchmarking Orient Cables is one of the fastest growing players in the wires and cables industry with a revenue CAGR of ~23.18% from FY23-25, while the average revenue CAGR of its peers was ~11.48% during FY23-25. The company has the highest ROE & ROCE amongst its peers in FY24 and FY25 indicating operational efficiency. It has the lowest net working capital days (27) in the industry in FY25* when compared to the peers . This reflects its efficient use of capital and high capacity utilization. As EPC share is more than ~30% for Universal and HFCL they are not like to like competitors, so they are not included in financial benchmarking. *basis available data Company name Revenue CAGR (FY23-25) Orient Cables (India) Ltd 23.18% Birla Cable Ltd -8.61% Sterlite Technologies Ltd -24.04% Finolex Cables Ltd 8.95% Polycab India Ltd 26.03% KEI Industries Ltd 18.72% Havells India Ltd 13.48% RR Kabel Ltd 16.64% Paramount Communications Ltd 40.65% Belden India Pvt Ltd NA 188Parameters Company FY23 FY24 FY25 Revenue Orient Cables (India) Ltda 5,436.78 6,577.67 8,249.58 from Birla Cable Ltd 7,921.98 6,854.98 6,616.52 operations Sterlite Technologies Ltd 69,250.00 40,830.00 39,960.00 (INR M) Finolex Cables Ltd 44,811.10 50,143.90 53,188.90 Polycab India Ltd 1,41,077.78 1,80,394.44 2,24,083.13 KEI Industries Ltd 69,081.74 81,207.28 97,358.77 Havells India Ltd 1,69,107.30 1,85,900.10 2,17,780.60 RR Kabel Ltd 55,992.01 65,945.70 76,182.33 Paramount Communications Ltd 7,964.67 10,706.02 15,756.00 Belden India Pvt Ltd 2,833.84 3,256.05 NA EBITDA Orient Cables (India) Ltdb 433.34 588.24 838.58 (INR M) Birla Cable Ltd 675.14 554.45 NA Sterlite Technologies Ltd 9,310.00 5,270.00 4,520.00 Finolex Cables Ltd NA NA NA Polycab India Ltd 18,429.00 24,918.00 29,602.00 KEI Industries Ltd 7,338.00 8,862.00 10,628.00 Havells India Ltd 17,770.00 20,920.00 NA RR Kabel Ltd 3,233.00 4,628.00 4,877.00 Paramount Communications Ltd 642.00 972.60 1,343.70 Belden India Pvt Ltd NA NA NA EBITDA Orient Cables (India) Ltdc 7.97% 8.94% 10.17% Margin Birla Cable Ltd 8.52% 8.09% NA (%) Sterlite Technologies Ltd 13.40% 12.90% 11.30% Finolex Cables Ltd NA NA NA Polycab India Ltd 13.06% 13.81% 13.21% KEI Industries Ltd 10.62% 10.92% 10.92% Havells India Ltd 10.51% 11.25% NA RR Kabel Ltd 5.80% 7.00% 6.40% Paramount Communications Ltd 7.90% 9.02% 8.47% Belden India Pvt Ltd NA NA NA PAT Orient Cables (India) Ltdd 259.59 400.69 532.91 (INR M) Birla Cable Ltd 329.40 221.42 48.91 Sterlite Technologies Ltd 1,270.00 -570.00 -1,230.00 Finolex Cables Ltd 5,042.80 6,516.90 7,007.70 Polycab India Ltd 12,830.86 18,029.17 20,445.37 KEI Industries Ltd 4,773.42 5,807.33 6,964.14 Havells India Ltd 10,717.30 12,707.60 14,702.40 RR Kabel Ltd 1,898.73 2,981.30 3,116.11 Paramount Communications Ltd 477.68 856.32 869.70 Belden India Pvt Ltd 2.48 -108.35 NA PAT Orient Cables (India) Ltde 4.75% 6.03% 6.41% Margin Birla Cable Ltd NA NA NA (%) Sterlite Technologies Ltd NA NA NA Finolex Cables Ltd 10.70% 10.90% 9.80% Polycab India Ltd 9.10% 10.00% 9.10% KEI Industries Ltd 6.91% 7.16% 7.15% Havells India Ltd 6.34% 6.84% 6.75% RR Kabel Ltd 3.40% 4.50% 4.10% Paramount Communications Ltd 5.90% 7.90% 5.50% Belden India Pvt Ltd 0.00% -3.33% NA ROE Orient Cables (India) Ltdf 34.81% 37.26% 34.58% (%) Birla Cable Ltd NA NA NA Sterlite Technologies Ltd NA NA NA Finolex Cables Ltd 13.50% 13.60% 11.80% Polycab India Ltd 20.96% 24.17% 22.54% KEI Industries Ltd 20.00% 20.00% 16.00% Havells India Ltd NA NA NA RR Kabel Ltd 14.20% 18.30% 15.60% Paramount Communications Ltd 16.19% 13.68% 12.90% Belden India Pvt Ltd** 5.07% 0.11% NA 189Parameters Company FY23 FY24 FY25 ROCE Orient Cables (India) Ltdg 35.93% 41.13% 36.46% (%) Birla Cable Ltd NA NA NA Sterlite Technologies Ltd NA NA NA Finolex Cables Ltd 17.40% 17.90% 15.60% Polycab India Ltd 25.74% 29.42% 28.36% KEI Industries Ltd 26.00% 27.00% 25.00% Havells India Ltd NA NA NA RR Kabel Ltd 15.30% 21.50% 19.40% Paramount Communications Ltd 9.43% 13.66% NA Belden India Pvt Ltd 2.00% 1.08% NA Net Debt to Orient Cables (India) Ltdh 0.38 0.23 0.63 Equity Birla Cable Ltd 0.55 0.66 NA Sterlite Technologies Ltd 1.49 1.39 0.68 Finolex Cables Ltd NA NA NA Polycab India Ltd -0.18 -0.20 -0.15 KEI Industries Ltd 0.10 0.00* 0.00* Havells India Ltd 0.00* 0.00* 0.00* RR Kabel Ltd 0.34 0.11 NA Paramount Communications Ltd 0.47 0.15 NA Belden India Pvt Ltd NA NA NA Net Debt to Orient Cables (India) Ltdi 0.77 0.49 1.36 EBITDA Birla Cable Ltd 1.88 2.97 NA Sterlite Technologies Ltd 3.36 4.47 2.99 Finolex Cables Ltd NA NA NA Polycab India Ltd -0.67 -0.67 -0.49 KEI Industries Ltd 0.20 0.20 0.20 Havells India Ltd 0.00* 0.00* NA RR Kabel Ltd 1.50 0.45 NA Paramount Communications Ltd 2.18 0.99 NA Belden India Pvt Ltd NA NA NA Net Orient Cables (India) Ltdj 12 14 27 working Birla Cable Ltd 83 150 NA capital Sterlite Technologies Ltd -76 -146 NA days Finolex Cables Ltd 68 55 NA Polycab India Ltd 69 58 60 KEI Industries Ltd 80 71 NA Havells India Ltd NA NA 37 RR Kabel Ltd 75 64 56 Paramount Communications Ltd NA 155 101 Belden India Pvt Ltd -1 9 NA Gross fixed Orient Cables (India) Ltdk 8.13 8.44 6.56 asset Birla Cable Ltd 5.68 3.99 NA turnover Sterlite Technologies Ltd 1.48 0.83 NA Finolex Cables Ltd 6.62 6.76 NA Polycab India Ltd 4.93 5.42 5.67 KEI Industries Ltd 9.43 10.00 NA Havells India Ltd 6.31 5.92 5.76 RR Kabel Ltd 8.96 9.29 NA Paramount Communications Ltd 5.46 6.08 NA Belden India Pvt Ltd 1.85 1.69 NA Notes related to peers: (1) All the financial for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited financial results and investor presentations as available of the respective company for the relevant year submitted to the Stock Exchanges, NA refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor presentations as submitted to the Stock Exchanges. (2) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years. (3) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations for Polycab India Limited, Havells India Limited, Birla Cables Limited. EBITDA Margin is calculated as EBITDA divided by Total Income for Paramount Communications Limited. (4) PAT Margin refers to Net Profit/ Revenue from Operations for Havells India Limited. 190(5) Net Working Capital Days calculated as Inventory Days + Receivable Days - Payable Days where days have been calculated as 365 divided by respective turnover ratio. Refers to consolidated metrics for Polycab India Limited. Refers to Standalone metrics for KEI Industries Limited, Birla Cables Limited, Sterlite Technologies Limited and Finolex Cables Limited. (6) Net Debt to Total Equity is calculated as Net debt divided by the Total Equity. Net debt and Total Equity are considered as reported in respective financial information. (7) Net Debt to EBITDA is calculated as Net debt divided by the EBITDA. (8) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. (9) PAT Margin refers to Net Profit/ Revenue from Operations for Havells India Limited (10) PAT Margin refers to Net Profit/ Net Sales for Birla Cable Limited (11) CommScope financials are not available, hence has not been included in the financial benchmarking Notes related to Orient cables: a. Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. b. EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. c. EBITDA Margin is calculated as EBITDA divided by Revenue from Operations. d. PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. e. PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income. f. ROE refers to Return on Equity as appearing in Restated Financial Information. g. ROCE is Return on Capital Employed as appearing in Restated Financial Information. h. Net Debt/ Equity is calculated as Net Debt divided by Total Equity where Net Debt refers to Total Borrowings (Both Non-current and current) and lease liabilities (Both Non-current and current) less Cash and Cash equivalents. i. Net Debt/EBITDA is calculated as Net Debt divided by EBITDA where Net Debt refers to Total Borrowings (both non-current and current) and lease liabilities (both non-current and current) less Cash and Cash equivalents. j. Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365. k. Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only **ROE is calculated on standalone financial statements for Belden India Pvt Ltd. Source: Company annual reports, 1Lattice analysis 11.3. Key threats and challenges faced by the industry • Rising commodity prices: Fluctuations in the cost of raw materials like copper, aluminium, and polymers increase production expenses, squeezing profit margins. This unpredictability makes long-term planning and pricing strategies challenging for manufacturers • Rising competition: Intensifying competition from domestic and global players drives down prices, impacting profitability. Differentiated technology offered by players can help in creating a strong footing in market for the player and ensure profitability, even with the rising competition • Advancement in technology: Rapid technological advancements demand continuous innovation and investment in R&D. Manufacturers face the risk of obsolescence if they fail to keep up with evolving customer needs and emerging technologies • Slower adoption of fixed broadband or fiberisation of towers: Delayed infrastructure projects and slower demand for high-performance cables reduce revenue opportunities. This slower adoption can also hinder long-term growth projections in the telecommunication segment • Volatility in currency exchange rate: The fluctuation in the rupee-dollar exchange rate presents a significant challenge for the wires and cables (W&C) industry. Many players rely on importing raw materials like aluminium and insulation materials due to cost and quality advantages. However, exposure to exchange rate volatility can drive up overall costs, ultimately affecting profit margins • Risk of Starlink technology disruption: Starlink's satellite internet technology could pose a risk to the traditional wires and cables industry by offering a viable alternative for internet access, particularly in remote areas. This alternative could potentially reduce the demand for fixed wireless equipment (FWA) and the need for extensive fibre optic network deployments, impacting businesses involved in those sectors Key threats and challenges faced by the Company • Retention of existing client: Ability of the company to retain existing customers and generate higher revenue from the same customers over a longer period of time. As it would be time consuming to onboard new client and build trust compared to retain existing customers • Dependence on suppliers: As of FY25, top 10 supplier provide ~83% of raw material s. It poses a concentration risk, as any disruption—such as pricing disputes, supply chain issues, or contractual 191termination—could impact operations. It also reduces the company’s bargaining power and flexibility in sourcing, potentially affecting margins and continuity • Dependence on contract labour: High dependence on contract labour can lead to operational vulnerabilities, especially during labour strikes, high attrition, or regulatory changes. It may also impact product quality and consistency due to limited control over workforce training and retention. 192OUR BUSINESS Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read “Forward-Looking Statements” beginning on page 28 for a discussion of the risks and uncertainties related to those statements along with “Risk Factors”, “Industry Overview”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 30, 136, 267 and 334, 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. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Information” beginning on page 267. Please also refer to “Definitions and Abbreviations” on page 1 for certain terms used in this section. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see “Risk Factors – Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of our Company’s financial condition” on page 65. Unless the context otherwise requires, in this section, references to “we”, “us”, “our” “our Company” or “the Company” refers to Orient Cables (India) Limited and our Subsidiary. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Wires and cables industry report” dated July 9, 2025 (the “1Lattice Report”, and the date of the 1Lattice Report, the “Report Date”) which is exclusively prepared for the purpose of the Offer and issued by Lattice Technologies Private Limited (“1Lattice”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. 1Lattice was appointed pursuant to an engagement letter entered into with our Company dated November 4, 2024. 1Lattice is not related to our Company. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Further, the 1Lattice Report was prepared on the basis of information as of specific dates and opinions in the 1Lattice Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. 1Lattice has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the 1Lattice Report based on the information obtained by it from sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the 1Lattice Report will be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 26. Overview We are a manufacturing company with a primary focus on networking cables and passive networking equipment, operating for nearly two decades and catering to high-growth industries including broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. We manufacture a diverse range of products, under the following broad segments- • Networking Cables and Solutions; • Specialty Power, Optical Fibre Cables and Solutions; and • Other Allied Products. We provide customized products to our customers as per their requirements and specifications. For details of our products, see “Strengths -Diversified portfolio of customized products and solutions across end user industries” on page 197. 193According to the 1Lattice Report, the following factors highlight our positioning and performance in the networking cables and broadband wires and cables industry: • We are one of India’s top five players in the networking cables industry with a market share of approximately 22% in Fiscal 2025. • We are one of the youngest companies amongst our peer set* with one of the most comprehensive product ranges across the industry. As a result, we have increased our market share (by revenue) from approximately 16% in Fiscal 2022 to approximately 22% in Fiscal 2025. • We are one of the fastest growing players in the wires and cables industry* with a revenue CAGR of approximately 23.18% from Fiscal 2023 to Fiscal 2025. while the average revenue CAGR of our peers was approximately 11.48% during Fiscal 2023 to Fiscal 2025. • We have the highest ROE (34.58% and 37.26%) and ROCE (36.46% and 41.13%) in Fiscal 2025 and Fiscal 2024, respectively along with lowest net working capital days amongst our peers* at 27 days in Fiscal 2025, as a result of our efficient use of capital and capacity utilization. *Peers considered include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited, Havells India Limited and Belden India Private Limited. To keep up with the growing demand in the industry, we have been consistently increasing our manufacturing capacity. As of March 31, 2025, we have an installed capacity of 794,976 kms of cables. We have a keen focus on continuous customization and upgradation of our existing product portfolio and are venturing into new products including: • E-Beam Irradiated Specialty Cables; • Solar Junction Box; • Tethered Drone Systems; and • Harnesses and Power Cords These products have wide range of applications in high growth sectors including renewable energy, data centres, E-mobility, FMEG, defence, aerospace and railways. We have started to receive orders for tethered drone systems and power cords. The table below sets out the revenue derived from our product segments in Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations from the respective Fiscal: Product Segments Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ million As a In ₹ million As a In ₹ million As a percentage of percentage of percentage of revenue from revenue from revenue from operations (%) operations (%) operations (%) Networking Cables and 7,250.58 87.89% 5,490.58 83.47% 4,663.41 85.78% Solutions Specialty Power, Optical 980.91 11.89% 1,087.09 16.53% 773.37 14.22% Fibre Cables and Solutions Other Allied Products* 18.09 0.22% - - - - Total 8,249.58 100.00% 6,577.67 100.00% 5,436.78 100.00% * As of March 31, 2025, under Other Allied Products our Company has derived revenue from the sale of Keystone Jack s. We are a B2B supplier catering to the below mentioned three categories of customers: • Large customers such as telecom service providers, telecom equipment manufacturers, power utilities manufacturers; • OEMs; and • Resellers. We manufacture customized products for our marquee customers who are typically telecommunication service providers, or a multi-national company engaged in developing and supplying networking and connectivity products, providers of IT solutions, data centers etc. As per the 1 Lattice Report, our Company caters to two out of the top three telecom companies by revenue as on March 31, 2025. Given the critical applications of our products, our customers require strict compliance with global standards 194for products and processes. They typically audit our facilities and often mandate third-party testing of samples outside India before placing orders. We have maintained relationships with our top ten customers for an average period of over eight years. The quality of our products and manufacturing capabilities have allowed relationships with our customers to grow and has resulted in a consistent increase in revenue from such customers. For details, see “- Strengths- Long standing customer relationships with marquee clientele” on page 199. We have capitalised on our established domestic presence and customer relationships to build a robust international presence as well. We export products to overseas customers located in UAE, Qatar, USA, Australia, New Zealand, Nepal, Singapore and Netherlands, amongst others. We believe that we have built a loyal base of multi-national customers over the years of our operations through our ability to meet stringent technical specifications, global accreditations and certifications, and quality of production. Favourable domestic references have helped us build a robust customer base outside India as well resulting in a consistent and sustainable international presence leading to rise in our exports which contributed ₹ 890.43 million, ₹ 865.26 million and ₹ 739.86 million to our revenue from operations, in Fiscal 2025, Fiscal 2024 and Fiscal 2023 growing at a CAGR of 9.70% from Fiscal 2023 to Fiscal 2025. As per the 1 Lattice report, the products offered by us are cost competitive when compared to China giving us an advantage in international and domestic markets. We intend to expand our international footprint to enable us to tap into regions with stronger purchasing power and demand for products, thereby resulting in higher margins. For details, see “- Strategies- Enhance our geographical footprint through expansion” on page 207. Considering the years of our operations, and trends in exports, we have established that we can match the specifications and expectations of our overseas customers. We have two strategically located manufacturing facilities and one upcoming facility at Bhiwadi, Rajasthan with close proximity to the inland container depots at Garhi Harsaru and Rewari. As of March 31, 2025, our manufacturing capacity is: • 794,976 kms of networking cables, specialty power cables, optical fibre cables; • 5,040,000 pieces of other allied products (including keystone jacks). Our R&D and quality departments are focused on continuous innovation and new product development and are supported by well-equipped, quality laboratories with calibrated testing infrastructure. We provide innovative and custom designed solutions to our customers through design, pilot manufacturing and comprehensive testing. Our customer focussed approach has helped us resolve technical problems faced by customers and have led to the development of various new products. Innovations in our product offerings include LAN Cables with CPR Compliance (DCA/ECA) for European markets, UL Compliance (CMR) for US and Canadian Markets, ETL Certification on CAT6A U/UTP clearing Alien Crosstalk performance parameters, development of thin diameter CAT6A 26AWG Cable, CAT6A 23 AWG armoured type cable and KNX Cable for building automation. Our product development efforts have also resulted in us receiving international certifications including ETL, UL, Construction Product Regulation (CPR) and European Conformity (CE). We regularly engage in prototyping new products, improving existing products and working with customers towards replacing imported products with indigenous cost-effective solutions. We are led by a management team with extensive industry experience. Our management team includes our Promoter, senior executives and our Directors who bring in significant business and management expertise. We benefit from the industry experience, vision and guidance of our Individual Promoters who have significant experience in the cables industry. Our Promoter, Vipul Nagpal has over 19 years of experience in the field of cable manufacturing. As of March 31, 2025, we have 447 permanent employees and 1,050 contractual employees. We believe that the combination of our experienced Board of Directors, our dynamic management team and our skilled employees positions us well to capitalize on future growth opportunities. Key Financial Information We have established a track record of delivering strong financial performance. The table below sets out details of our key financial and operational metrics for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations(1) ₹ in million 8,249.58 6,577.67 5,436.78 Two year CAGR (revenue from % 23.18% NA NA operations)(2) EBITDA(3) ₹ in million 838.58 588.24 433.34 EBITDA Margin(4) % 10.17% 8.94% 7.97% Profit after tax(5) ₹ in million 532.91 400.69 259.59 PAT Margin(6) % 6.41% 6.03% 4.75% ROCE(7) % 36.46% 41.13% 35.93% ROE(8) % 34.58% 37.26% 34.81% Net Working Capital Days(9) Days 27 14 12 Net Debt/ Equity Ratio(10) Times 0.63 0.23 0.38 195Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Net Debt/ EBITDA(11) Times 1.36 0.49 0.77 Gross Fixed Asset Turnover Ratio(12) Times 6.56 8.44 8.13 Notes: (1) Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. (2) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years (3) EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (5) PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. (6) PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income (7) ROCE is Return on Capital Employed as appearing in Restated Financial Information (8) ROE refers to Return on Equity as appearing in Restated Financial Information (9) Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365 (10) Net Debt/ Equity is calculated as Net Debt divided by Total Equity where Net Debt refers to Total Borrowings (Both Non-current and current) and lease liabilities (Both Non-current and current) less Cash and Cash equivalents. (11) Net Debt/EBITDA is calculated as Net Debt divided by EBITDA where Net Debt refers to Total Borrowings (both non-current and current) and lease liabilities (both non-current and current) less Cash and Cash equivalents. (12) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. Industry Opportunity (Source: 1Lattice Report) We manufacture products for our customers across a wide spectrum of high growth industries including broadband, telecom, data centres, renewables, E-mobility, FMEG real estate (smart homes, offices, surveillance), cable resellers and government sectors such as railways and defence, aerospace and surveillance. The penetration level of India in the fixed broadband industry has remained notably lower at less than 5%, as of calendar year 2023, lagging behind developed countries such as France (approximately 49%), Germany (approximately 46%), Canada (approximately 43%), the United Kingdom (approximately 41%), and the United States (approximately 38%). Even when compared to emerging countries like China (approximately 45%), Russia (approximately 25%), and Brazil (approximately 23%), India’s penetration level was notably lower. Recently, the number of fixed broadband subscribers in India has increased from approximately 18.4 million in Fiscal 2019 to approximately 40.1 million in Fiscal 2024, registering a CAGR of approximately 16.9%. This number is projected to grow further to approximately 96–108 million subscribers by Fiscal 2030, reflecting a CAGR of approximately 19% to 22%. This expansion highlights the rising demand for reliable, high-speed internet connectivity across the country, driven by increasing digital adoption, government-led initiatives, and the continued development of broadband infrastructure. Given the low fixed broadband penetration in India, there are vast growth opportunities in digital infrastructure for companies including ours. This creates a strong demand outlook for supporting components such as networking cables and optical fibre. The broadband market in India is projected to grow at a CAGR of approximately 16.8% between Fiscal 2025 - 2030 driven by digital transformation, 5G rollout, rising broadband penetration, affordable data plans, and expanding fibre-to-home networks. The broadband cables market is focused on delivering high-speed internet and other communication services through networking cables and fibre-optic cables. These cables are essential for delivering broadband services to residential, commercial, and industrial users, supporting applications like streaming, online gaming, IoT, cloud computing, and smart city developments. In India, fibre-optic cables have become the enabler within this digital ecosystem. Networking cables are essential across various industries, enabling efficient data transfer and communication. In telecommunications, they support high-speed internet and mobile networks, while in healthcare, they connect medical devices for real-time monitoring and data sharing. Across all sectors, networking cables ensure reliable, high-performance connectivity for critical business functions. Fibre optical cables, on the other hand, are used in the data and broadband segments. Among the industries we cater to, the data centres segment has witnessed significant growth in terms of power capacity. India’s data centre power capacity stood at approximately 0.3 GW in Fiscal 2019 and increased to approximately 1.3 GW in Fiscal 2025, reflecting a CAGR of approximately 28.1% during this period. This capacity is expected to further expand to approximately 4.7–5.7 GW by Fiscal 2030, indicating a robust CAGR of approximately 30.1% to approximately 35.1% over Fiscal 2025–2030. The growth is driven by increasing demand for data centres, technological advancements, the rollout of digital infrastructure, proliferation of smart devices, and the deployment of 5G, all of which are contributing to greater data and storage requirements. We are well positioned to capitalize on this projected growth in the end-user industries. For details, see “Strategies - Further capitalize on our position in the networking cables and optical fibre industries to take advantage of strong industry tailwinds” on page 204. 196Strengths One of the leading specialty cable manufacturers for telecommunications in India, in terms of the range of products manufactured, in an industry with high entry barriers As per the 1 Lattice report, we are one of India’s top five players in the networking cables industry with a market share of approximately 22% in Fiscal 2025. (Source: 1Lattice Report). We are engaged in the manufacturing of cables and allied products and solutions, with a primary focus on telecommunications and IT industries. Our position in the networking cables manufacturing industry is driven by our focus on introducing new products while delivering customized solutions aligned with evolving technical and quality standards. This, along with our long-standing customer relationships, business experience, domain expertise, and consistent product quality, has helped us maintain a strong and reliable presence in the industry. Given the requirement of robust design and execution capabilities as per the specifications and requirements of the customers, the networking solutions industry in India has high entry barriers. As per the 1Lattice Report, vendors must meet product quality and standards, including ETL (Networking cables), TSEC (OFC) and UL (Networking Cables). According to the 1Lattice Report, we are the first company in India to receive BIS certification for symmetrical pair / quad cables for digital communications. The nature of application of our products requires high quality standards and meeting technical specifications by our customers. In order to check compliance with the technical specifications and quality standards, our customers typically audit our facilities for quality systems and infrastructure and routinely require third party testing of samples in countries outside India, prior to placing orders with us. As per the 1Lattice Report, such processes by customers typically take approximately six months before onboarding a supplier, which acts as an entry barrier to new players in the industry. As per the 1 Lattice Report, India’s broadband sector is experiencing significant growth, driven by rising data consumption and infrastructure investments. Government initiatives like BharatNet and the National Broadband Mission are expanding connectivity, particularly in rural areas, fostering economic growth and digital inclusion. The graph below demonstrates the expected growth in the Indian broadband cables market. (Source: 1Lattice Report). Source: 1 Lattice Report The networking cables market was valued at ₹ 20.6 billion in Fiscal 2022 and increased to ₹ 29.2 billion in Fiscal 2025. It is projected to grow at a CAGR of 19.7% from Fiscal 2025 - 2030 to reach approximately ₹ 72 billion in Fiscal 2030 whereas fibre-optic cable market is projected to increase at a CAGR of 15.8% from Fiscal 2025 - 2030 to reach approximately ₹ 185.5 billion by Fiscal 2030. (Source: 1Lattice Report). We believe that we have over the years, built strong relationships with our customers, owing to our technical capabilities, track record, timely deliveries and consistent quality of products. These factors combined with our market position in an industry with high entry barriers positions us well to capitalize on the projected high growth in the industry. Diversified portfolio of customized products and solutions across end user industries We manufacture a diverse range of products which are customized to the specifications of our customers, under the following broad segments- (i) Networking Cables and Solutions Our range of Networking Cables include CAT5, CAT 5e, CAT6 and CAT6A cables and their variants. We manufacture networking cable terminated assemblies with connectors (patch cords) and specialty glands which are used extensively 197by various industries. We also manufacture CCTV and Coaxial Cables through our Networking Cables and Solutions segment. (ii) Specialty Power, Optical Fibre Cable and Solutions Through our Specialty Power, Optical Fibre Cables and Solutions segment, we manufacture: Power cables such as low-tension power cables and terminated power assemblies with special power cable connectors used in telecom infrastructure. Optical fibre cables which consist of up to 288 fibres. We manufacture optical fibre cables in the Unitube and Multitube categories. and terminated assemblies featuring standard and specialized connectors. Additionally, we produce KNX cables for home and office automation, as well as lift cables used in elevators. (iii) Other Allied Products. In order to provide a comprehensive range of solutions for our customers and with the intention to be a one-stop shop for passive networking solutions, we diversified into manufacturing products related to the passive cable ecosystem in 2024. As per the 1Lattice Report, we are one of the early movers in manufacturing Keystone Jacks in the organised manufacturing sector. These are designed to exceed high electrical performance standards in the industry and for high- speed data transmission (Source: 1Lattice Report). In order to be a one stop shop for our customers, while continuously customizing our existing products, we are also venturing into new products including: • E-Beam irradiated specialty cables; • Solar Junction Box; • Tethered Drone Systems; and • Cable Harnesses and power cords • EV charging cables and guns These products have wide range of applications in high growth sectors including renewable energy, data centres, E-mobility, FMEG, defence, aerospace and railways. We have started to receive orders for tethered drone systems and power cords. We commenced the manufacturing of LAN Cables in 2006 and have since then diversified into a company with multiple product offerings. We have the ability to manufacture products as per the custom specifications provided by our customers. Our customers typically provide technical specifications and quality standards, which we design, manufacture and test our products through our integrated manufacturing facilities and testing labs prior to offering them. We have various product certifications for LAN Cables, Power Cables and Optical Fibre Cables. Our LAN Cables also have global certifications including UL (CM and CMR ratings) and ETL performance verifications for the US and Canadian markets. These standards are globally applicable across geographies. We have also obtained CPR (DCA/ECA) classification for CAT 5E/ 6/ 6A UTP cables for European markets. The raw materials used in the manufacture of LAN Cables, are ROHS and REACH compliant in line with global safety and health norms. We have received TSEC (BSNL QA) and RDSO (Indian Railways) certifications for our Optical Fibre Cables. We have also recently received DRDO approval for our products. We have recently obtained BIS 14493 for LAN Cables. The Bureau of Indian Standards invited our Company to seek inputs in designing the standard BIS 14493 for LAN Cables. Revenue break-down and end use Majority of our revenue is derived from our customers operating in high growth industries including broadband, telecom, smart building automation and security, resellers, data centres and IT/SI/ service providers. The table below sets out our revenue contribution from our customers from these industries in Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations for the respective Fiscal: 198Industries in which our customers Fiscal 2025 Fiscal 2024 Fiscal 2023 operate In ₹ million As a In ₹ million As a In ₹ million As a percentage of percentage of percentage of revenue from revenue from revenue from operations operations operations (%) (%) (%) Broadband 4,724.93 57.27% 3,310.71 50.33% 2,530.89 46.55% Telecom 1,089.18 13.20% 900.39 13.69% 696.30 12.81% Smart building automation and 1,048.06 12.70% 1,118.84 17.01% 1,133.47 20.85% security Reseller 795.76 9.65% 636.82 9.68% 672.21 12.35% Data Centre 228.23 2.77% 363.26 5.52% 273.96 5.04% IT/SI/Service Provider 203.49 2.47% 105.60 1.61% 101.24 1.86% Others 159.92 1.94% 142.05 2.16% 29.71 0.55% Total 8,249.58 100.00% 6,577.67 100.00% 5,436.78 100.00% Long standing customer relationships with marquee clientele We have, through nearly two decades of business operations, established long-term relationships with customers across industries we cater to. We believe that our ability to address the various stringent client requirements over long periods of time consistently enables us to obtain assured and additional business from existing clients as well as new clients in an industry marked by high entry barriers. Our customers include leading telecommunications providers, multi-national companies engaged in developing and supplying networking and connectivity products, global providers of IT solutions, amongst other manufacturing and service providing companies. According to the 1 Lattice Report, our Company caters to two out of the top three telecom companies by revenue as on March 31, 2025. We believe our customer relationships are led primarily by our ability to develop processes, meet stringent quality and technical specifications and manufacture customers’ products in a timely and cost-effective manner at competitive prices. We work closely with our customers to meet their technical and design specifications. As a result of our ability to meet customer specifications and provide customized solutions, we have a track record of high customer retention and have been manufacturing products for certain customers for over a decade. For further details, see “- Description of our Business- Our Manufacturing Processes and Manufacturing Facilities- Innovation” on page 216. The table below sets out the percentage of revenue from operations from retained customer for our top 50 customers in Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Percentage of revenue from operations from 98.78% 99.74% 96.20% retained customers* * Percentage of revenue from retained customers indicates the repeat business received from our top 50 customers for the respective Fiscals set out above. Repeat business is defined as revenue earned in a respective fiscal from our top 50 customers from whom we earned revenue in the previous fiscal as well. We have maintained relationships with our top ten customers for an average period of over eight years, in an industry marked by high entry barriers. We believe that such long-term association with our customers offers us significant competitive advantages such as revenue visibility, industry goodwill, a deep understanding of the requirements of our customers and is a testament to the quality of our products and services. We supply our products to top customers across telecom, resellers, broadband, data centre and government sectors and also provide highly customised solutions tailored to specific customer needs resulting in an increase in our market share (by revenue) from approximately 16% in Fiscal 2022 to approximately 22% in Fiscal 2025 (Source: 1Lattice Report). The table below sets out revenue derived from our top 50 customers with whom we have had a relationship of more than 10 years, 5-10 years and up to 5 years, as of March 31, 2025, in Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations for the respective Fiscals: Length of customer Fiscal 2025 Fiscal 2024 Fiscal 2023 relationship as of In ₹ million As a percentage In ₹ million As a percentage In ₹ million As a percentage March 31, 2025 of revenue from of revenue from of revenue from operations (%) operations (%) operations (%) More than 10 years* 3,081.10 37.35% 3,164.55 48.11% 2,648.21 48.71% 5-10 years* 3,491.19 42.32% 1,775.46 26.99% 1,475.07 27.13% Up to 5 years* 1,273.24 15.43% 1,248.48 18.98% 1,006.81 18.52% * The period of relationship has been calculated as of March 31, 2025. Our long-standing customer relationships position us to maintain and grow our market presence. These long term associations have helped us cross-sell and up-sell and increase our revenue from the same customers. By leveraging these relationships, we can achieve economies of scale by expanding the capacity and therefore maintain a competitive cost structure to drive sustainable growth and profitability. 199Further, we have been able to leverage our customer relationships, to cross sell products as and when we launch new products. Below is our journey with one of our customers Our new product introductions are generally well-received by our diverse customer base. The trust and confidence built over the years contribute to a shorter sales cycle and quicker scale-up in manufacturing for new products. Strategically located Manufacturing Facilities with a focus on product innovation through in-house capabilities We have two strategically located manufacturing facilities and one upcoming facility located at an industrial area in Bhiwadi, Rajasthan with proximity to the inland container depots at Garhi Harsaru and Rewari in Haryana through which we export our products and import raw materials. Our Manufacturing Facilities are located in an area with abundant availability of skilled manpower, power, water, transport and other facilities meeting industrial requirements. We commenced our operations in Bhiwadi in 2006, beginning with a small capacity designed to cater to the growing market demand at the time. In 2018, we undertook expansion by adding a new unit for Optical Fibre Cables (OFC), and used the same facility for expansion in capacity of networking cables in 2023. In 2025, we undertook a further major expansion in manufacturing capacity of networking cables and started the process of installing an e-beam irradiation machine in the same facility to further enhance our capabilities. in different product verticals. Our manufacturing facilities are equipped with modern equipment and systems with dust proof floorings, power backups, UPS’, solar panels and well planned for movement of materials. Some of the key machines include tandem insulation lines, high speed pairing and cabling lines, armouring lines, specialised polymer extrusion lines, braiding machines, fibre colouring lines, buffering lines, SZ stranding lines, robotic assembly line for keystone jacks, scrap segregation lines and industrial electron beam accelerator for radiation process treatment of cables (E-beam). To enhance our efficiency, improve quality, and reduce costs, we have gradually integrated our operations by establishing a comprehensive in-house processing plant for copper. Additionally, we have vertically integrated into PVC manufacturing by installing an automatic extrusion line capable of producing 500MT per month. This in-house PVC compounding line allows us to produce various grades of PVC used for insulation and sheathing of LAN and power cables. We also manufacture key raw materials internally, including FRP rods and impregnated fibreglass yarn (IGFR), which are essential components for optical fibre cables. Fibre Reinforcement Plastic (FRP) rods significantly strengthen optical fibre cables. These integrated processes help us reduce dependence on external suppliers, maintain better control over raw material quality, lower overall costs, and enable us to tailor our products to meet specific customer requirements. We have consistently been increasing our manufacturing capacity, and as of March 31, 2025, we have an installed capacity of 794,976 kms of cables. An increasing demand for our products over the years has led to a consistent organic increase in our manufacturing capacities. The table below sets forth the installed production capacity and capacity utilization at each of our Manufacturing Facilities for Fiscal 2025, Fiscal 2024 and Fiscal 2023: 200 AK 2 0 1 2 C o m m e n c e dS u p p ly o fN e tw o r k in gC a b le s a n d P a tc hC o r d s in I n d ia s o f F Y 2 0 2 5 , C u s to m e re y s to n e a c k s. 2 0 1 7 2 0 1 9 I n c r e a s e d o u r o ff e r in g to C o m m e n c e d s uc lie n t th r o u g h s u p p ly o f o f O F C C a b le sC C T V C a b le s in I n d ia S o lu tio n in I n c o n tin u e s to b e o n e o f o u r to p 1 0 C u s to m e r s p p ly a n dd ia fo r N 2 0 2 1 S ta r te d S u p p ly in gL A N , O F C a n dC C T V C a b le s a n ds o lu tio n s toC u s to m e r s O p e r a tio nin U A E e tw o r k in g C a b le s , C C T V C C o mo f K a b le s 2 m ee y , O 0 2 n cs to F C 4 en de C s u J a a b p p lyc k s le s a n dManufacturing Nature of Unit of Fiscals Unit products Measu 2025 2024 2023 Manufactured rement Installed Actual Utilizatio Installed Actual Utilizatio Installed Actual Utilizatio Capacity Producti n (%) Capacity Producti n (%) Capacity Producti n (%) on on on Unit I Cables Kms 208,387 190,024 91.19% 206,720 155,624 75.28% 166,720 130,585 78.33% Other Allied Pieces 5,040,000 232,602 4.62% - - - - - - Products* Unit II Cables Kms 352,551 262,919 74.58% 332,941 246,145 73.93% 332,941 242,384 72.80% Other Allied Pieces - - - - - - - - - Products* Total Cables Kms 560,938 452,943 80.75% 539,661 401,769 74.45% 499,661 372,970 74.64% Total Other Allied Pieces 5,040,000 232,602 4.62% - - - - - - Products* * Under Other Allied Products our Company is manufacturing Keystone Jacks. Assumptions considered for arriving at Installed Capacity: (1) Installed capacity has been calculated by multiplying the production per hr. number of machines/ production lines, the number of working hours per day, number of working days per month and number of months per year. (2) For all manufacturing facilities, working hours per shift considered per day is eight hours and shifts per day considered as three. (3) Installed capacity has been calculated on a pro-rata basis from the respective dates of capitalisation of the relevant assets during the respective years. On an annualized basis our installed capacity is 794,976 kms as on March 31, 2025 including 226,720 kms and 568,256 kms for Unit I and Unit II respectively. In Fiscal 2025, we undertook capacity enhancement measures to support increasing demand and improve overall output. At Unit I, the installed capacity for cables increased from 206,720 kms in Fiscal 2024 to 226,720 kms on an annualised basis. Similarly, Unit II saw a significant rise in capacity from 332,941 kms to 568,256 kms on an annualised basis. In addition to expanding cable production, we broadened our manufacturing portfolio by initiating the production of allied products such as keystone jacks. This step aligns with our strategy to evolve into a comprehensive provider of passive networking infrastructure solutions company. Our manufacturing processes are technologically advanced which allow us to offer our customers latest products with competitive pricing. We are continuously looking to adopt newer automation technologies to improve and increase productivity, efficiency and economies of scale at our Manufacturing Facilities. Our manufacturing facilities are equipped with over 50 extrusion lines working on PVC, LSZH, PE, TPE and TPU. We have in-house capabilities to move up the value chain for our existing products and expand into newer products. We have also installed a robotic keystone jack assembling machine which manufactures Keystone Jacks. We focus on customization to meet customer specifications, optimizing raw materials, product mix, diameter, conductor, shielding, strength parameters, and custom assemblies. Upon receipt of such specifications by our customers, we undertake a feasibility study and risk assessment to evaluate our capabilities in executing and delivering the specifications provided by our customers. We build a cross-function team including members from process designing and engineering, production, planning and quality who undertake development of the product. Once the development commences, we manufacture samples and upon getting approval from the customer of the manufactured sample, we share a prototype order with the customer, which is followed up with manufacturing of the product on a large scale. We focus on customization and have worked with the specifications provided by our customers and developed products for such customers in the past. Some instances of our customization to meet customer specifications are set out below: (i) We developed a customized cable with stainless steel braiding for a leading global (NASDAQ listed) telecom equipment provider which required a cable which was impervious to damage by external environmental factors without impacting its performance and physical attributes. The cable developed by us satisfied the requirements of the customer and we have been supplying products to this customer for more than 10 years. (ii) We also recently developed CAT6A U/UTP AXT variant for a customer who needed such cables to be installed in data centres with high cable density. The CAT6A U/UTP AXT variant of the cable developed is an Alien Crosstalk certified cable which helps in reducing external interference and improving data throughput in bundles of cables bunched together. We have sold this product to multiple customers since its development in Fiscal 2023. We believe that quality is a key differentiator in our business and have made efforts to adopt uniform manufacturing standards with robust controls across all our facilities. Our manufacturing facilities are complemented by our stringent quality, environmental and safety standards and processes which are evidenced by our multiple ISO certifications. Our manufacturing facilities are also subject to periodic audits by our customers, which ensures that our customers are able to retain a continuing degree of confidence in our products. Our products undergo in process quality checks at various levels of production, to ensure 201that any quality defects or product errors are rectified on a real time basis. We have a dedicated quality control team which consisted of 66 employees as of March 31, 2025. We utilize specialised tools such as CENTERVIEW 8000, a non-contact gauge machine that measures the eccentricity, wall thickness, diameter and ovality of cables with high precision. This machine provides real-time data, enabling consistent quality control and adjustments during the manufacturing process. We place equal emphasis on product quality and manufacturing processes. Process controls are applied across all stages of production, including raw material inspection, in-process checks, and final product testing. Key performance metrics are tracked on a weekly or monthly basis, and findings are regularly communicated to relevant teams. This system supports operational efficiency, workforce accountability, and performance-linked incentives. Additionally, we use customised internal software systems to monitor workflows across the production cycle. These systems support timely and accurate customer responses and assist in identifying areas requiring operational attention, contributing to overall process efficiency. Below is the list of our process certifications: S.No. Particulars Approval /Certification agency System Certifications 1 ISO 9001:2015 (Quality Management System) DQS Inc. 2 ISO 14001:2015 (Environmental Management System) DQS Inc. 3 ISO 45001:2018 (Occupational Health and Safety Management System) DQS Inc. Our key equipment includes DCM / Betalasermike automatic cable testing systems, fluke cable analysers, network analysers, flammability and smoke testing setups, and optical test instruments like fibre geometry and chromatic dispersion analysers, OTDRs (Optical Time-Domain Reflectometers), and fusion splicers. We also use environmental chambers for temperature testing, along with instruments to assess carbon black content, drop point, flash point, abrasion, crush resistance, and tensile strength, among others. Our testing laboratories play a critical role in ensuring product compliance with established standards, facilitating prototyping of new products, and enhancing the design and performance of existing products. Experienced promoters and professional management with domain knowledge We are led by experienced Promoters in the wires and cables industry. Our Promoters are actively involved in the critical aspects of our business including business development, manufacturing operations, innovation, product development and marketing and finance. Vipul Nagpal, one of our Promoters and founder of our Company currently serves as the Managing Director, brings over 19 years of experience in wires and cables manufacturing. He is responsible for strategic business decisions, acquiring new business and overseeing innovations and product developments at our Company. Garima Nagpal, one of our Promoters, currently serves as a Whole time Director has been associated with our Company since its incorporation and oversees people and talent development at our Company. Vardaan Nagpal, one of our Promoters has been awarded the title of International Master in 2018 by the International Chess Federation (FIDE) and is responsible for leading strategic initiatives, special projects, and identifying inorganic growth opportunities including acquisitions and mergers, and developing joint ventures and launching new product verticals at our Company. Our Executive Vice President - Operations, Farogh Alam also has over 19 years of experience in the wires and cable industry. Rakesh Khurmi, our Chief Financial Officer, has over 26 years of experience in the finance sector, having held senior roles in large telecom and broadband companies. Mona Kaushik, our Company Secretary and Compliance Officer, has over 11 years in the secretarial and compliance operations. Our organizational structure is designed to support seamless scaling and adaptation to market changes. We are led by experienced professionals in key areas such as manufacturing, operations and maintenance, quality control, sales and marketing, procurement and supply chain, finance and accounts, human resources and administration, which enables us to be well-equipped to respond to evolving industry demands and opportunities. Our Promoters, along with our Key Managerial Personnel, Senior Management, and Board, have a hands-on, lead-from-the- front approach, which is our greatest strength. The management team, together with our dedicated workforce, possesses extensive experience across various functions, enabling us to navigate the complexities of our business landscape. 202This collective experience has been instrumental in establishing our Company to be recognised as one of India’s top five players in the networking cables market having one of the most comprehensive range of products across the industry. (Source: 1Lattice Report). Their industry experience enables us to anticipate and address market trends, manage and grow our operations, maintain and leverage customer relationships and respond to changes in customer preferences. For further information on our Promoter, Directors and management team, see “Our Promoter and Promoter Group” and “Our Management” on pages 258 and 239, respectively. Strong financial performance with high balance sheet efficiency through automation We have a track record of operations of over a decade and have a strong balance sheet with stable cash flows. We have grown from a single product company to a multi-product manufacturing company. We have built our business organically and have experienced sustained growth in various financial indicators including our revenue and profit after tax, as well as a consistent improvement in our balance sheet position in the last three Fiscals. The table below sets out details of our key financial and operational metrics for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue from operations(1) ₹ in million 8,249.58 6,577.67 5,436.78 Two year CAGR (revenue from % 23.18% NA NA operations)(2) EBITDA(3) ₹ in million 838.58 588.24 433.34 EBITDA Margin(4) % 10.17% 8.94% 7.97% Profit after tax(5) ₹ in million 532.91 400.69 259.59 PAT Margin(6) % 6.41% 6.03% 4.75% ROCE(7) % 36.46% 41.13% 35.93% ROE(8) % 34.58% 37.26% 34.81% Net Working Capital Days(9) Days 27 14 12 Net Debt/ Equity Ratio(10) Times 0.63 0.23 0.38 Net Debt/ EBITDA(11) Times 1.36 0.49 0.77 Gross Fixed Asset Turnover Ratio(12) Times 6.56 8.44 8.13 Notes: (1) Revenue from Operations means the revenue from operations as appearing in Restated Financial Information. (2) 2 Y CAGR (Revenue from Operations) (%) is calculated as (Revenue from operations during the Fiscal 2025 / Revenue from Operations during Fiscal 2023) ^(1/n)-1. n= no. of years (3) EBITDA is calculated as profit / (loss) for the year, plus total tax expense for the year, finance costs and depreciation and amortization expenses, excluding other Income. (4) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations (5) PAT refers to Profit / (Loss) for the year as appearing in Restated Financial Information. (6) PAT Margin (%) is calculated as Profit / (Loss) for the year divided by Total Income (7) ROCE is Return on Capital Employed as appearing in Restated Financial Information (8) ROE refers to Return on Equity as appearing in Restated Financial Information (9) Net Working Capital Days are calculated as Inventory Days + Trade Receivable Days – Trade Payable Days. Inventory days are calculated as Average Inventories divided by Revenue from Operations multiplied by 365. Trade Payable days are calculated as Average Trade Payables/ Net Credit Purchases *365. Trade Receivable Days are calculated as Average Trade Receivables/Revenue from Operations *365 (10) Net Debt/ Equity is calculated as Net Debt divided by Total Equity where Net Debt refers to Total Borrowings (Both Non-current and current) and lease liabilities (Both Non-current and current) less Cash and Cash equivalents. (11) Net Debt/EBITDA is calculated as Net Debt divided by EBITDA where Net Debt refers to Total Borrowings (both non-current and current) and lease liabilities (both non-current and current) less Cash and Cash equivalents. (12) Gross Fixed Asset Turnover Ratio is calculated as Revenue from Operations/ Gross Fixed Assets where Gross Fixed Assets include Average Gross Carrying Value of Property Plant and Equipment only. With a revenue CAGR of approximately 23.18% from Fiscal 2023 to Fiscal 2025, our Company is one of the fastest growing players in the wires and cables industry* on the basis of revenue growth from Fiscal 2023 to Fiscal 2025 (Source: 1Lattice Report). As of Fiscal 2025, due to our efficient use of capital and high-capacity utilisation according to the 1 Lattice Report, we have the highest ROE (34.58% and 37.26%) and ROCE (36.46% and 41.13%) in Fiscal 2025 and Fiscal 2024, respectively along with lowest net working capital days amongst our peers* at 27 days in Fiscal 2025. (Source: 1Lattice Report). Our profitability and high ROCE are driven by our efficient usage of capital. *Peers considered include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited, Havells India Limited and Belden India Private Limited. We strive to maintain a robust financial position with emphasis on having a strong balance sheet and increased profitability. Our financial strength provides us a valuable competitive advantage over our competitors. For further details on a comparative analysis of our financial position and revenue from operations, see the section titled “Management’s Discussion and Analysis of Financial Position and Results of Operations” on page 334. 203Strategies Further capitalize on our position in the networking cables and optical fibre industries to take advantage of strong industry tailwinds As per the 1 Lattice report, we are one of India’s top five players in the networking cables industry with a market share of approximately 22% in Fiscal 2025. We are one of the youngest companies amongst our peer set* with one of the most comprehensive product ranges across the industry. *Peers considered include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited, Havells India Limited and Belden India Private Limited. The demand for our products is directly linked to the demand for the products of our end customers and the growth of the sectors in which they operate. India's broadband cables market is projected to grow at a CAGR of 16.8% from Fiscal 2025 - 2030. The market is valued at approximately ₹ 118.4 billion in Fiscal 2025 and is expected to grow to approximately ₹ 257.2 billion by Fiscal 2030. The growth is driven by digital transformation, 5G rollout, rising broadband penetration, affordable data plans, and expanding fibre- to-home networks. (Source: 1Lattice Report) The global broadband cables market is projected to increase at a CAGR of approximately 10.5% from calendar year 2024-2029 to approximately US$ 43.4 billion by calendar year 2029. (Source: 1Lattice Report) The broadband cables market broadly consists of two types of cables: Networking cables: The networking cables market was valued at approximately US$ 15.2 billion in calendar year 2024, accounting for approximately 58.0% of the global broadband cables market and is projected to grow to approximately US$ 23.8 billion in calendar year 2029 at a CAGR of approximately 9.3%. (Source: 1Lattice Report) Fibre optics cables: The fibre-optic cables market was valued at approximately US$ 11.1 billion in calendar year 2024, accounting for approximately 42.0% of the global broadband cables market and is projected to grow to approximately US$ 19.6 billion in calendar year 2029 at a CAGR of approximately 12.1%. (Source: 1Lattice Report) The Indian networking cables market was valued at approximately ₹ 20.6 billion in Fiscal 2022 and increased to approximately ₹ 29.2 billion in Fiscal 2025. It is projected to grow at a CAGR of 19.7% from Fiscal 2025-2030 to reach approximately ₹ 72 billion in Fiscal 2030. We had a market share of approximately 16% by revenue in Fiscal 2022, which increased to approximately 22% by revenue in Fiscal 2025, making us among the top five manufacturers of networking cables. (Source: 1Lattice Report) In India, fibre-optic cables had a market share of approximately 75% of the broadband cables market in Fiscal 2025. The market is projected to grow from approximately ₹ 89.2 billion in Fiscal 2025 to approximately ₹ 185.5 billion in Fiscal 2030 growing at a CAGR of approximately 15.8% over the period. (Source: 1Lattice Report) According to the 1Lattice Report, we are one of the early movers in manufacturing keystone jacks in the organised sector. Keystone jacks are modular connectors used to terminate and connect Ethernet cables, phone lines, or other types of cabling in networking and telecommunications setups. They are called "keystone" because of their distinctive shape, which fits into standard wall plates, patch panels, or surface-mount boxes, allowing for easy installation and customization. According to the 1Lattice Report, the market for keystone jacks in India has been growing at a CAGR of approximately 9.1%, increasing from approximately ₹ 5.6 billion in Fiscal 2019 to approximately ₹ 9.4 billion by Fiscal 2025. It is projected to expand further at a CAGR of approximately 13.2%, reaching approximately ₹17.5 billion by Fiscal 2030. (Source: 1Lattice Report) Given the rapid growth of the keystone jack market in India, we are well-positioned to leverage this trend. As an early mover, our goal is to expand our presence by increasing production capacity, diversifying our product range, and strengthening our distribution network. According to the 1Lattice Report, given that there are natural synergies between networking cables and keystone jacks, this segment offers a logical and accessible growth opportunity for us. Additionally, we have recently obtained UL certification for our keystone jacks which strategically positions us to capitalise on the market trends through continued investments in capacity expansion, automation, and product innovation. We are well established in the optical fibre cable segment, having close to 7 years of being in operations. We have obtained the major approvals for the segment including RDSO and ETL approvals. As per the 1Lattice Report, the industry has gone through a difficult phase globally due to falling fibre prices. However, the price declining phase is over and the industry is poised to 204grow at a healthy rate in the coming years for existing and active players. We are well positioned to take advantage of the growing market of optical fibre cables in the coming years, by not only capitalising on the tailwinds of the industry but by also increasing our own revenue market share. Optical fibre cable terminated assemblies, which we manufacture, represent another area of expected growth, supported by orders from PSUs as well as multi-national corporations. In India, the fibre-optic cables have become the key enabler of the digital ecosystem, with rollouts accelerated in recent years to support government initiatives like Digital India, BharatNet, and the Smart Cities Mission. (Source: 1Lattice Report). Stepping into FMEG sector We have recently started manufacturing power strips. Power strips or extension cords are electrical devices designed to allow users to plug multiple electrical devices into a single wall outlet. The growing number of electronic devices in homes and workplaces, including smartphones, smart TVs, gaming consoles, computers, and printers, is driving increased demand for power strips with multiple outlets and USB ports. Within a short period of time, we have finalised designs and received orders from two marquee customers in this segment and are getting good repeat business as well. The power strips market in India has grown significantly over recent years. From a valuation of approximately ₹ 17.3 billion in Fiscal 2019, the market has expanded at a CAGR of approximately 5.4%, reaching approximately ₹ 23.8 billion by Fiscal 2025. The market is expected to grow at a CAGR of approximately 8.1%, with an estimated market size of approximately ₹ 35.1 billion by Fiscal 2030. (Source: 1Lattice Report) Electron Beam (E-Beam) Irradiated Cables E-beam irradiated cables are high performance cables created by exposing them to ionizing radiation. This treatment causes the polymers to cross-link, resulting in enhanced physical and electrical properties that cannot be achieved through other methods. Enhanced properties include better thermal, mechanical, and chemical resistance enabling higher current capacity, reduced thickness and extended lifespan. This technology also enhances safety by preventing fires from overloads or short circuits. According to the 1Lattice Report, between the calendar year 2018 and calendar year 2024, the global solar E-beam market experienced substantial growth, with its market size increasing from approximately US$ 0.6 billion in calendar year 2018 to approximately US$ 7.4 billion in calendar year 2024, reflecting a robust CAGR of approximately 53.2%. This growth was driven by rising demand for clean energy and advancements in e-beam technology. India’s growing solar energy capacity has amplified the demand for robust and efficient wiring solutions critical for energy transmission and system reliability. These wiring requirements are fulfilled through traditional non-E-beam and advanced E-beam technologies. (Source: 1 Lattice Report) According to the 1 Lattice Report, the Indian solar E-beam market grew from approximately ₹3.2 billion in Fiscal 2019 to approximately ₹38.9 billion in Fiscal 2025, registering a CAGR of approximately 51.3%, driven by rising demand across the renewable energy and infrastructure sectors. It is further projected to reach approximately ₹193.5 billion by Fiscal 2030, reflecting a CAGR of approximately 37.8% over Fiscal 2025 to Fiscal 2030. (Source: 1Lattice Report) E-beam cables are utilized across various industries. Given below is the application of E-beam in various industries: Source: 1Lattice Report The process of setting E-beam accelerators is very cumbersome and governed by strict laws. We have already taken various steps towards setting up a plant for manufacturing of E-Beam Irradiated Cables at Unit II in Bhiwadi Rajasthan including: (i) obtaining regulatory approvals including a consent from the Atomic Energy Regulatory Board, GoI, (“AERB”) towards siting, design and construction of an industrial accelerator for radiation processing facility, and a no-objection 205certificate from the Radiation Applications Safety Division, Atomic Energy Regulatory Board, GoI for procurement of radiation generating equipment; (ii) Constituting an internal dedicated team for overseeing the development of the manufacturing plant for E-Beam Irradiated Cables at Unit II and procurement of accelerators required for manufacturing E-Beam Irradiated Cables. (iii) Building concrete housing for the accelerator as per AERB norms keeping safety of operators in mind from radiations. The Indian Total Addressable Market (TAM) for our Company across segments such as networking cables, fibre-optic cables, solar e-beam, and others has demonstrated strong growth from ₹ 99.5 billion in Fiscal 2019 to ₹ 219.6 billion in Fiscal 2025. Diversifying our specialized product portfolio through innovation and targeting high growth and emerging areas in the future We currently manufacture a broad range of products including networking cables, specialty power cables, optical fibre cable and other allied products. We intend to drive our growth by focusing on manufacturing of the following products: • Solar Junction Boxes A solar junction box is a component attached to solar panels, serving as the interface between the panel and the electrical cable network. It houses the wiring terminals, providing a secure connection and often includes bypass diodes to maintain the current flow if a panel is shaded or damaged. The growth of the solar junction boxes market is directly proportional to growth of solar panel production. Solar energy has a huge demand due to increasing global energy consumption, fueled by population growth and urbanization, alongside a significant shift toward renewable energy. Rising adoption of rooftop solar installations and large-scale solar farms, coupled with declining solar panel costs, has further boosted demand (Source: 1Lattice Report). According to the 1Lattice Report, the Indian market size for solar junction boxes reached approximately ₹ 20.5 billion in Fiscal 2025, an increase from approximately ₹14.9 billion in Fiscal 2019, reflecting a CAGR of approximately 5.4%. The market is projected to grow to approximately ₹ 32.4 billion by Fiscal 2030, expanding at a CAGR of approximately 9.6% from Fiscal 2025 to Fiscal 2030. (Source: 1Lattice Report) • Passive Networking Components other than cables: We intend to drive our growth by focusing on new products that boost volume and margins, thereby expanding our total addressable market. We aim to be a one-stop shop for passive networking solutions by manufacturing a full range of products, diversifying revenue across increased customers and product lines. Passive components include patch cords, faceplates, gang boxes, patch panels, racks, and keystones. We manufacture patch cords and keystones and have recently begun producing faceplates and gang boxes, with orders coming in from existing cable customers. We intend to add patch panels and racks soon, completing our passive range to offer a comprehensive solution with compatibility warranties. These products are well-suited for being offered to our existing customer base as part of our broader portfolio. The Indian patch cords market is valued at approximately ₹ 8.6 billion in Fiscal 2025 and is expected to grow at a CAGR of approximately 14.6% from Fiscal 2025 to Fiscal 2030, reaching approximately ₹ 17.0 billion by Fiscal 2030. The market is witnessing innovation in patch cord designs, including enhanced durability and compatibility with advanced network technologies. The availability of customized solutions is helping manufacturers cater to diverse industry needs, thereby strengthening their market presence. (Source: 1Lattice Report) • Harnesses for automotive and appliances A cable harness is an assembly of cables, cut, grouped, terminated and custom designed as per plug and play end use. Components of wire harnesses consist of wires, connectors and terminals that are organized into compact and concise bundling systems. These are used in appliances, automotives and electronics. We intend to expand our product portfolio by adding this vertical, which is a natural extension of our existing capabilities. Given our experience in cable manufacturing and our in-house assembly section for custom-terminated assemblies, particularly for telecom-related customers, this addition aligns well with our current operations. • Power cord A power cord is a terminated and moulded electrical cable with plugs and connectors used to connect electrical devices to a power source. The product will primarily be focused on the appliances segment. We currently manufacture power cords for in-house use in our power strip production and have the necessary infrastructure and BIS approvals in place. 206Given this readiness, it is a logical next step for us to build a dedicated team and begin offering these power cords to customers who regularly procure them for appliances. • Tethered drone system A tethered drone power supply system is a setup where a drone is connected to a power source on the ground via a cable (tether), allowing it to stay airborne for extended periods without relying on onboard batteries. This system is ideal for scenarios requiring persistent aerial presence without frequent landings for recharging. We have already developed a successful prototype and have conducted numerous successful trials with major Indian drone manufacturing companies looking to venture into the tethered drone segment. We have received trial purchase orders and advances for manufacturing such systems from one of our customers. We are among the early movers in India to develop tethered cable and box system. (Source: 1Lattice Report) The tethered drones are increasingly being used for aerial surveillance, firefighting, defence, agriculture, traffic control and monitoring in a variety of setting including border control, critical infrastructure protection and public safety, underscores their transformative potential. (Source: 1Lattice Report) According to the 1Lattice Report, the Indian government has intensified efforts to establish a sustainable drone manufacturing ecosystem, positioning the country as a global hub for drone technology. Favourable policies and financial incentives, such as the Production-Linked Incentive (PLI) scheme launched in 2021 with an outlay of approximately ₹120 crore, have played a pivotal role. Additionally, the Directorate General of Foreign Trade (DGFT) has liberalized export policies for drones and unmanned aerial vehicles (UAVs), aligning with India’s Foreign Trade Policy 2023. This policy promotes high-tech exports, including drones, enhancing India’s presence in global markets. The Indian tethered drone market was valued at approximately ₹ 1.35 billion in Fiscal 2025 and is expected to reach approximately ₹ 6.05 billion by Fiscal 2030, growing at an approximately 35% CAGR. Favourable government initiatives, coupled with robust indigenous demand creation, are expected to catalyse India’s emergence as a global leader in drone technology and applications. (Source: 1Lattice Report) • EV Charging Assembly The EV Charging Assembly is an integrated system that includes all key components required for efficient and safe charging of electric vehicles. This includes, among other parts, Specialised EV Charging Cables, Charging Guns, and other ancillary components. We have incorporated a new Subsidiary, OCL Greentech Private Limited on May 5, 2025. The operations of the EV Charging Guns will be undertaken by our Subsidiary. Our Company intends to focus on the manufacture and supply of high-quality, specialised EV charging cables and charging guns to the Subsidiary. These cables are designed to meet the demanding technical, safety, and performance requirements of the EV ecosystem. As per the 1 Lattice Report, EV sales in the country are projected to rise from 0.1 million units in calendar year 2020 to 11.4 million units by calendar year 2029, reflecting a CAGR of about 41.7% in the period of calendar year 2024- 2029. This shift towards electrification will create the need for reliable and widespread EV charging infrastructure. To support growing EV adoption, it will be critical to grow the EV charging infrastructure. This growth will be beyond just setting up charging stations, with the need to upgrade to the supporting electrical ecosystem, particularly in the area of charging cables. (Source: 1Lattice Report) We believe our existing technical expertise, well-established manufacturing infrastructure, and access to skilled resources provide a strong platform to support this initiative. Leveraging our in-house capabilities, we aim to play a meaningful role in the evolving EV ecosystem and address the growing demand for reliable and sustainable EV charging solutions. Enhance our geographical footprint through expansion We have an established presence in international markets, which we believe is a strong complement to our domestic business. In the past we have exported our products to UAE, Qatar, USA, Australia, New Zealand, Nepal, Singapore and Netherlands. We intend to employ a calibrated and differentiated approach for entering and deepening our presence in each of our markets so as to address the unique characteristics of each market, such as, amongst other factors, its regulatory landscape, market size, competitive landscape and scope for our products. Our revenues from operations split across domestic and exports markets for Fiscal 2025, Fiscal 2024 and Fiscal 2023, together with such revenue as a percentage of our revenue from operations is as under: 207Geographic Regions Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ million As a In ₹ million As a In ₹ million As a percentage of percentage of percentage of revenue from revenue from revenue from operations (%) operations (%) operations (%) Domestic markets 7,359.15 89.21% 5,712.41 86.85% 4,696.92 86.39% Exports 890.43 10.79% 865.26 13.15% 739.86 13.61% - Middle East* 838.43 10.16% 795.67 12.09% 633.38 11.65% - Rest of the World** 52.00 0.63% 69.59 1.06% 106.48 1.96% * Middle East includes UAE, Qatar ** Rest of the World includes USA, Bhutan, Australia, New Zealand, Nepal, Singapore and Netherlands. We have a proven track record of successfully entering and expanding into new markets. To support our growth, we have established a dedicated team focused on our export expansion efforts. By employing a full-time representative in the UAE, we have built a strong foundation there, which contributed 10.16% of our revenue from operations in Fiscal 2025. We were able to achieve sales successfully largely due to leveraging our established relationships with large domestic multi- national customers, whose references helped us gain entry into their UAE branches. We plan to adopt a similar approach for expanding into the European, Australian, and US markets, which we believe will lead to improved margins and increased volumes for our products. According to the 1 Lattice Report, Europe has the second biggest market in the global wires and cables market with a share of approximately 23.3%. This growth is fuelled by rapid technological advancements, rapid urbanisation, large-scale infrastructure projects, regulatory initiatives, and a focus on energy efficiency and sustainability and also accounts for the maximum market share in the global broadband cables market with approximately 32.4% in calendar year 2024, driven by the expansion of the IoT, demand for high-speed internet, and smart city initiatives. Global supply chain disruptions and China’s zero-COVID policy have prompted companies to adopt the China-plus-one strategy, leading to diversification of manufacturing bases. India is emerging as a key alternative, alongside Vietnam and Malaysia, due to its low production costs, favorable business environment, and growing infrastructure. Similarly, the Europe- plus-one strategy is gaining traction as European industries face high energy costs and inflation, positioning India as a competitive destination for manufacturing. (Source: 1Lattice Report) Capacity expansion and enhancing operational efficiency We have built capacity over a period of years keeping pace with future requirements of market demand and supply coupled with our positioning in the market. Our in-house backward integrated and manufacturing processes have enabled us to meet the requirements of our customers in an efficient manner with a low turnaround time from when our customers issue an order until delivery of the product. Consistent with our past practice, we will look to add capacity in a phased manner to ensure that we derisk and optimally use our infrastructure while also catering to the growing demand of our new and existing customers. In Fiscal 2025, we undertook capacity enhancement measures to support increasing demand and improve overall output. At Unit I, the installed capacity for cables increased from 206,720 kms in Fiscal 2024 to 226,720 kms on an annualised basis. Similarly, Unit II saw a significant rise in capacity from 332,941 kms to 568,256 kms on an annualised basis. In addition to expanding cable production, we broadened our manufacturing portfolio by initiating the production of allied products such as keystone jacks face plates, gang boxes, patch panels and power strips. As part of our strategic growth and technology upgradation roadmap, we have identified key investments in machinery, equipment, and supporting civil infrastructure aimed at enhancing production capacity and process efficiency. Amongst others, we intend to commence manufacturing E-beam irradiated cables at our Unit II. These high-performance cables offer enhanced mechanical, thermal, and chemical resistance through electron beam cross-linking, enabling improved current capacity, reduced insulation thickness, and extended product life. In furtherance of this growth strategy, we intend to increase our capacity by procuring various machines augmenting our strengths in various verticals we plan to grow in. For details, see “Objects of the Offer- Details of the Objects- Funding of capital expenditure requirements of our Company towards purchase of machinery, equipment and civil works at our Manufacturing Facilities” on page 109. We have entered into a lease agreement for a proposed manufacturing Unit (“Unit III”). We have also recently purchased additional land admeasuring 42,529.98 square meters on May 2, 2025 in Choupanki, Rajasthan for our future growth. For details, see “- Description of our Business- Properties” on page 220. Through our focused efforts to expand our capacity, combined with our past experience of efficient use of capital, we believe that we will be well placed to meet the emerging demand in the domestic markets as well as continue our expansion in global markets. 208We have custom developed a web-based order to dispatch tracking system for internal teams to help track and keep customers updated on the progress of their orders. Our tracking systems play a critical role in reducing wastage, enabling timely responses to customers, improving customer satisfaction, minimising scrap generation, and lowering the incidence of order cancellations and dead inventory. We also implemented a SAP system in 2022 for accounting, inventory and order management, which is running smoothly and helps in tracking many data points accurately which were not possible with earlier systems. To further improve our efficiency, we intend to continue focusing on improving our backward integration strategy, by capacity expansion of our in-house copper drawing, possibly setting up of a cross-linked polymer compounding line for our future products such as E-beam and EV cables and integrating our in-house web-based order to dispatch tracking system with ERPs (SAP). DESCRIPTION OF OUR BUSINESS We are a manufacturing company with a primary focus on networking cables and passive networking equipment, operating for nearly two decades and catering to high-growth industries including broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. We manufacture a diverse range of products, under the following broad segments- • Networking Cables and Solutions; • Specialty Power, Optical Fibre Cables and Solutions; and • Other Allied Products. The table below sets out the revenue derived from our product segments in Fiscal 2025, Fiscal 2024 and Fiscal 2023 together with such revenue as a percentage of our revenue from operations from the respective Fiscals: Product Segments Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ million As a percentage In ₹ million As a percentage In ₹ million As a percentage of revenue of revenue of revenue from from from operations (%) operations (%) operations (%) Networking Cables and 7,250.58 87.89% 5,490.58 83.47% 4,663.41 85.78% Solutions Specialty Power, Optical 980.91 11.89% 1,087.09 16.53% 773.37 14.22% Fibre Cables and Solutions Other Allied Products* 18.09 0.22% - - - - Total 8,249.58 100.00% 6577.67 100.00% 5,436.78 100.00% * As of March 31, 2025, under Other Allied Products our Company has derived revenue only from the sale of Keystone Jacks. OUR PRODUCTS Products Networking Cables and Solutions Our products under the networking cables and solutions category include: • CAT5e U/UTP, S/FTP, F/UTP, U/FTP • CAT6 U/UTP, S/FTP, F/UTP, U/FTP • CAT6A U/UTP, S/FTP, F/UTP, U/FTP • Copper Patch Cords 5e/6/6a • Analogue CCTV and Coaxial Cables • AISG cable assemblies • Custom terminated assemblies with special glands and grounding kits. We manufacture LAN Cables such as CAT5, CAT 5E CAT6 and CAT6A, LAN and fibre assemblies and CCTV cables through our Networking Cables and Solutions segment. Details of the key products manufactured by us in this segment are set out below: 209(i) LAN Cables The LAN Cables manufactured by us are broadly classified into the following categories: Category Data Rate Frequency Maximum Distance Application Category 5E 1 Gbps (Gigabit Up to 100 MHz 100 meters (328 feet) for Ethernet LAN (Local Area Networks), Ethernet) standards (TIA/EIA-568) Gigabit Ethernet (1000Base-T), Fast Ethernet (100Base-TX) Category 6 1 Gbps (10Gb at 37 m) 250 MHz 100 meters (328 feet) for Ethernet Gigabit Ethernet, commercial standards (TIA/EIA-568) buildings Category 6A 10 Gbps 500 MHz 100 meters (328 feet) for Ethernet Gigabit Ethernet in data centres standards (TIA/EIA-568) and commercial buildings where multiple cables pass through as a bunch These three product categories can be manufactured in unshielded, shielded, weatherproof, and armoured variants, based on customer specifications. Functional properties such as flame retardancy, acid gas emission, and smoke release can also be customised through the use of specialised materials. Products Characteristics and Applications Product image Unshielded Twisted Pair U/UTP Unshielded Twisted Pair LAN Cables consist of LAN Cables copper core conductors which are twisted to form a pair and further cabling of four such pairs to form a quad. Unshielded Twisted Pair LAN Cables have applications across networking solutions, data centers and server farms. Shielded Twisted Pair LAN Shielded Twisted Pair LAN Cables is a type of Cables include S/FTP / SF/UTP / twisted pair cable that includes an additional layer of U/FTP and F/UTP LAN variants shielding made of metallic layers to protect the signals from external EMI. Such cables find applications in industrial settings, data centres, telecommunications, broadcasting, and medical facilities. Weather proof / outdoor LAN Outdoor LAN cables usually have single or double cables jackets with the outer most layer made of UV and moisture proof material. The applications of such cables are for outdoor use like surveillance, construction sites, public WiFi or public spaces, industrial installations etc. Specialized Armored LAN Specialized Armored LAN Cables are designed with Cables an additional protective metallic layer to provide extra durability, mechanical protection, and resistance to harsh environmental conditions. These cables are typically used in outdoor or direct burial applications, and in critical environments where additional protection is required, such as against rodents or potential damage from mishandling. (ii) Analogue CCTV and Coaxial Cables The table below sets out the details of CCTV cables manufactured by us: 210Products Characteristics and Application Product image CCTV Cables CCTV Cables are specialized cables used to transmit video, audio and power signals between surveillance cameras and recording or monitoring equipment. We offer various types of CCTV Cables such as CCTV 2+1 Cable, CCTV 3+1 Cable and CCTV 4+1 Cable which consists of a solid video core with 2, 3 or 4 stranded power cores. Video core is made up of a solid conductor insulated with solid/foamed PE and braided with various metals for video signal shielding. (iii) LAN and Custom Assemblies The table below sets out the details of LAN Assemblies manufactured by us: Product Characteristics and Applications Product image Copper Patch Cords and custom Patch cords are short LAN cables terminated at both ends assemblies with connectors (usually RJ45). Applications of such cables are interconnections of various network equipments. They form an intrinsic part of the passive networking system. Special assemblies are also used in telecom network equipment and towers. AISG Cable Assembly AISG Cable Assembly is a type of cable assembly used in Antenna Interface Standards Group applications which is a standard used in the telecommunications industry, particularly for controlling and monitoring antenna systems in cellular networks. Speciality Power and Optical Fibre Cables and Solutions The table below sets out the details of certain cables in the speciality power and optical fibre cables category manufactured by us: Products Characteristics and Applications Product image Instrumentation Cables Instrumentation cables are specialized multicore pair or triad cables designed to transmit low-energy electrical signals. These cables may typically be shielded with a foil shield, braid shield or a combination of the two. Applications include process control systems, data acquisition, Industrial automation, railways, aerospace and mines. Control Cables Control cables are multi-conductor cables used in automation and instrumentation applications. Control cables can measure and regulate transmissions of automated processes. Power Cables Low voltage power cables are cables designed to carry electrical power at voltages typically up to 1,100 volts (1 kV). They are commonly used for distribution and transmission of electrical power in telecommunication towers, residential, commercial, and industrial premises 211Optical Fibre Cables Product Characteristics and Application Product image Optical Fibre Cables Optical fibre cables are of multiple variants, from indoor, outdoor, unitube, to multitube, and can be made with a variety of fibres such as single mode, multimode, bend insensitive, high tensile and with a variety of outer coverings and inner strength members depending upon their applications. The broad variants are: Unitube Cables Unitube cable are a type of optical fibre cable that features a single central tube housing multiple optical fibre. Typical fibre count upto 24F. Unitube cables are primarily used for last mile connectivity, to customer premises from the trunk lines. They are also popular with broadband service provides due to their low cost and ease of installation. Multitube Cables Multitube Cable is a type of fibre optic cable designed to house multiple optical fibres with several tubes, with upto 12 fibres in each tube. These cables find applications in the telecom sector for laying trunk lines and for fiberisation of towers and broadband networks, along railway lines, by utilities and many more. Fibre Patch Cords and Fibre patch cords and pigtails are smaller lengths cut to size and terminated custom assemblies. with different types of optical fibre connectors for different applications. Armoured and grounded variants in longer lengths are popular for telecom tower applications. Applications of such patch cords are used in data centers, telecom networks, fibre to the home (“FTTH”), broadcasting and industrial use. Other Allied Products We also manufacture other allied products. Details of certain such products are mentioned below: Product Characteristics and Applications Product image Keystone jacks Keystone jacks are modular connectors used to terminate and connect ethernet, telephone, video, or other types of cabling. They are used in copper networking systems, on custom wall outlets, telephone systems, and in video and surveillance. Power Strips Power strips or extension cords are electrical devices designed to allow users to plug multiple electrical devices into a single wall outlet. They can be with or without USB ports. Applications of such devices is for usage in homes and workplaces due to increasing number of electronic devices in homes and workplaces, including smartphones, smart TVs, gaming consoles, computers, and printers is fueling demand for such devices. 212Product Characteristics and Applications Product image Power Cords A power cord is a terminated and moulded electrical cable with plugs and connectors used to connect electrical devices to a power source. These cords are commonly used in appliances and equipments and are factory fitted. Due to their modular nature, they are safe and a clear choice for all appliance manufacturers for supplying main line power to their products. OUR MANUFACTURING PROCESSES AND MANUFACTURING FACILITIES Manufacturing Processes Networking Cables and Solutions Specialty Power Optical Fibre Cables 213Manufacturing Facilities We have two manufacturing facilities at Bhiwadi, Rajasthan for manufacturing networking cables, specialty power cables, optical fibre cables and other allied products. Set out below our details of our Manufacturing Facilities: 214Unit Products Utilities Quality Control Key Features Manufactured Unit I LAN cables, power Electricity: Connected Dedicated physical and LAN: cables and keystone Load 1000 KVA from electrical testing labs for jacks Jaipur Vidyut Vitran LAN and power cables. - RBD and 5 Tandem Insulation Lines Nigam Limited (“ VVNL”), 475 KW - Multiple pairing and cabling machines solar panels and two DG Sets and UPS for key - Multiple extrusion lines machines. - Fully robotic keystone jack assembly line Water: Piped water - Scrap segregation lines Unit II LAN and other Electricity: Connected Dedicated physical, LAN: Networking Cables, Load 2750 KVA from optical and electrical Power Cables, Optical (JVVNL), 875 KW testing labs for LAN, - RBD and 6 Tandem Insulation Lines Fibre Cables, Power Solar Panels and 2 DG optical fibre and power Strips, Patch Cords, Sets + UPS for key cables. - Multiple pairing and cabling machines Harnesses, E-Beam machines. Irradiated Cables and - Multiple extrusion lines Tethered Drone Systems Water: Piped water & UG water - PVC compounding line Others: - Colouring, buffering, SZ, sheathing, tight buffer lines for complete end to end fibre cable manufacturing. - Complete power cables manufacturing plant. 215Unit Products Utilities Quality Control Key Features Manufactured - Assembly lines for copper and fibre terminated products. - Assembly line for power strips and vertical moulding machines. - Fibre Reinforcement Plastic Rods and IGFR manufacturing plant. - Ebeam irradiation facility. We have entered into a lease agreement for a proposed manufacturing Unit (“Unit III”). We have also recently purchased additional land admeasuring 42,529.98 square meters on May 2, 2025 in Choupanki, Rajasthan for our future growth. We have not commenced operations at Unit III as on the date of this Draft Red Herring Prospectus. In order to check compliance with the technical specifications and quality standards, our customers typically audit our facilities for quality systems and infrastructure and routinely require third party testing of samples in countries outside India prior to placing orders with us. We have received multiple customer approvals and have successfully completed audits by multi-national customers, reflecting the quality of our infrastructure and adherence to globally accepted standards at our manufacturing facilities. The table below sets out our costs incurred on utilities in Fiscal 2025, 2024 and 2023 and such cost as a percentage of our total expenses for the same Fiscal: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 In ₹ million As a percentage In ₹ million As a percentage In ₹ million As a percentage of total expenses of total expenses of total expenses (%) (%) (%) Power and Fuel, 114.61 1.51% 89.85 1.47% 82.17 1.61% Water charges Innovation We undertake innovation initiatives to meet the requirements and specifications of our customers. These specifications include manufacturing using specific raw materials to achieve cost optimization without impairing performance through optimizing product mix and product quantity, overall diameter requirements, conductor diameters, optical parameters such as color, wire structure, thickness and casing, shielding and strength related parameters such as armoring, steel braiding and harboring, application related parameters such as outdoor and indoor use and customized assemblies. Capacity and Capacity Utilization The table below sets forth the installed production capacity, actual production and capacity utilization at each of our manufacturing facilities for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Manufacturin Nature of Unit of Fiscals g Unit products Measurem 2025 2024 2023 Manufacture ent Installed Actual Utilizatio Installed Actual Utilizatio Installed Actual Utilizatio d Capacity Producti n (%) Capacity Producti n (%) Capacity Producti n (%) on on on Unit - I Cables Kms 208,387 190,024 91.19% 206,720 155,624 75.28% 166,720 130,585 78.33% Other Allied Pieces 5,040,000 232,602 4.62% - - - - - - Products* Unit - II Cables Kms 352,551 262,919 74.58% 332,941 246,145 73.93% 332,941 242,384 72.80% Other Allied Pieces - - - - - - - - - Products* Total Cables Kms 560,938 452,943 80.75% 539,661 401,769 74.45% 499,661 372,970 74.64% Total Other Allied Pieces 5,040,000 232,602 4.62% - - - - - - Products* * Under Other Allied Products our Company is manufacturing Keystone Jacks. Assumptions considered for arriving at Installed Capacity: 216(1) Installed capacity has been calculated by multiplying the production per hr. number of machines/ production lines, the number of working hours per day, number of working days per month and number of months per year. (2) For all manufacturing facilities, working hours per shift considered per day is eight hours and shifts per day considered as three. (3) Installed capacity has been calculated on a pro-rata basis from the respective dates of capitalisation of the relevant assets during the respective years. On an annualized basis our installed capacity is 794,976 kms as on March 31, 2025 including 226,720 kms and 568,256 kms for Unit I and Unit II respectively. RAW MATERIALS AND PROCUREMENT Our primary raw materials include • Copper • PVC (Poly Vinyl Chloride) Compound • PE (Polyethylene) • Masterbatches (a concentrated mixture of colour pigments) • PVC resin and plasticisers • Packaging boxes, reels and drums We manufacture the following raw materials in house as part of our backward integration initiatives: • PVC Compound • Copper Drawing • FRP Manufacturing • IGFR Manufacturing. Our ability to manufacture certain raw materials in-house reduces reliance on external suppliers, allowing us to maintain better control over raw material quality, lower costs, achieve quicker turnaround times, and customize products according to customer specifications. We source raw materials from both domestic and international suppliers. Aside from copper and fibre, we generally do not enter into long-term supply contracts and instead establish short-term purchase agreements with most suppliers, with staggered deliveries spanning one to three months. For copper, we have annual contracts with some key suppliers, including premium and delivery terms. Similarly, we have supply agreements with certain fibre manufacturers for durations ranging from three to six months. Typically, we agree on raw material prices for each purchase order. Our extensive and diverse supplier network allows us to mitigate supply chain disruptions, as we work with multiple vendors for each item to ensure steady supply even during vendor- related issues. We usually maintain 20-25 days worth of raw materials and work-in-progress goods at our manufacturing facilities. This enables us to withstand supply disruptions and price volatility. We plan our inventory levels based on historical levels of sales, existing order backlog and anticipated production needs, considering potential fluctuations in raw material prices and delivery timelines. OUR CUSTOMERS Over nearly two decades, we have built strong long-term relationships with customers across industries we serve. Our ability to consistently meet stringent client requirements over time enables us to secure additional business from existing clients as well as attract new clients in an industry with high entry barriers. Our customer relationships are primarily driven by our ability to develop efficient processes, meet demanding quality and technical standards, and manufacture products reliably, on time, and at competitive prices. These long-term partnerships provide us with significant advantages, including reliable revenue streams, industry goodwill, a deep understanding of customer needs, and validation of the quality of our products and services. Owing to our enduring relationships with our customers, we are well-positioned to maintain our market presence, expand our product offerings, and reach new customers. These ongoing partnerships have also enabled us to broaden our geographic reach. 217Additionally, our close engagement with customers allows us to plan capital investments effectively, benefit from economies of scale, and maintain a competitive cost structure, ensuring sustainable growth and profitability. SALES AND MARKETING Our business model is based on fulfilling individual orders, with a strong emphasis on building and maintaining close customer relationships. To achieve this, we have deployed a qualified sales team to conduct regular visits and calls, ensuring responsive service and understanding of specific needs. To support our global reach, we have dedicated representatives managing business development in the UAE (Middle East & Africa) and exploring future market opportunities in Europe. We undertake various sales and marketing activities and generate new leads and strengthen our long-term market presence through active participation in key domestic and international trade exhibitions. Recent examples include REI Renewable Energy India Expo (2024), Cable and Wire Fair (2023), CABLEXX (2023), Cairo Cable Net Expo Vision (2021), Mobile World Congress Barcelona (2023), SCTE Denver, USA (2023), and Convergence (2021). At these events, our teams showcase our product range and distribute samples to potential customers. Furthermore, we enhance our visibility and reach existing and potential customers through targeted advertisements in relevant industry magazines and maintain ongoing customer relationships by providing regular updates on new product developments. QUALITY CONTROL, TESTING AND CERTIFICATIONS We prioritize product and process quality control which we believe are essential to our success. Our quality management systems are designed to meet the strict requirements of our customers and ensure timely delivery of high-performance products. Regular quality audits are conducted to verify compliance with industry standards and customer specifications. At our manufacturing facilities, we operate advanced testing labs that offer integrated solutions, covering design, manufacturing, and testing to provide customized products. Our laboratories are equipped with modern testing equipment to assess the quality of metals, plastics, and their combinations in finished cables. All testing equipment is well-maintained and calibrated in temperature-controlled environments. This includes DCM cable testers, Fluke cable analyzers, flammability and smoke testing devices, optical test instruments such as fibre geometry and chromatic dispersion analyzers, OTDRs, fusion splicers, environmental chambers, and other specialized tools like carbon black content testers, drop point testers, flash point testers, abrasion testers, and crush testers. These facilities enable us to ensure product compliance, prototype new designs, and improve existing products. Our Company has received and filed applications for the following certifications and accreditations for our products: S.No Certification Certifying Agency Copper Cables 1 Certificate of Compliances -UL for Communication Cables (CM & CMR) UL 2 Certificate of Compliances -UL for Communication Cables (CM-ST1 rated 75ºC.) UL 3 Certificate of Compliances -UL for Keystone Jack (Cat-6) UL 4 ANSI/TIA‐568.2‐D Certificate of Conformance-Category 6, 4‐pair, 24 AWG, U/UTP, CM, CMR, Intertek horizontal (solid) cable 5 ANSI/TIA‐568.2‐D Certificate of Conformance-Category 6, 4‐pair, 23 AWG, U/UTP, LSZH, Intertek horizontal (solid) cable 6 ANSI/TIA-568.2-D Category 6, Certificate of Conformance-4 pair, 23 AWG, U/UTP, CM, Non- Intertek Plenum, Horizontal (solid) Cable. 7 ANSI/TIA‐568.2‐D Certificate of Conformance-Category 6A, 4‐pair, 23 AWG, U/UTP, LSZH, Intertek horizontal (solid) cable 8 ANSI/TIA‐568.2‐D Certificate of Conformance-Category 6, RJ‐45, 24 AWG, U/UTP, CM/CMR Intertek modular cord 9 IS 694:2010 BIS 10 IS 17293 : 2020 Solar Cables BIS 11 IS 7098: PART 1:1988 Power Cables* BIS 12 IS 1554: PART 1:1988 Power Cables* BIS 13 IS 1293 : 2019 Power Cords* BIS 14 IS 14493:Part -5: 2018 Symmetrical Pair/Quad Cables BIS 15 CPR -Dca-CAT5E / 6 /6A Approval SGS 16 Test provisional letter (Solar cables) - EN 50618:2014 & IEC 62930:2017 TUV Rheinland 17 CE- CoC LAN Cable Products Royal Stancert B.V 18 CE- CoC Optical Fibre Cable Products Royal Stancert B.V 19 CE- CoC Power Cable Products Royal Stancert B.V Optical Fibre Cables 1 BSNL Technical Specification Evaluation Certificate -4F Optical Fibre Drop Cable TSEC 2 BSNL Technical Specification Evaluation Certificate -24F Metal Free Optical Fibre Cable with TSEC double HDPE Sheath 218S.No Certification Certifying Agency 3 BSNL Technical Specification Evaluation Certificate -48F Metal Free Optical Fibre Cable with TSEC double HDPE Sheath 4 24/48 Fibre Armoured Optical Fibre Cable (RDSO Vendor Approval) RDSO 5 24F Armoured Optical Fibre Cable For Underground Duct Application (Type.l) TSEC 6 MTCTE 4 F Drop (Optical Fibre Cable - Indoor - Outdoor) TSEC 7 24F ADSS OFC For Laying Along Power Line Alignments (Type A-I), Semi Dry Core Cable TSEC without Oce Loading * Our Company has made an application to obtain these certifications. HUMAN RESOURCES AND EMPLOYEE TRAINING Our workforce plays a vital role in maintaining quality and safety standards which enhances our competitive position. We rely heavily on our skilled and technically proficient employees to ensure timely deliveries of products to our customers. To maintain operational excellence, improve productivity, and uphold compliance standards related to quality, safety, and awareness, we regularly conduct on-boarding training sessions, technical workshops and comprehensive training programs. These include product compliance training (covering RoHS, REACH, UL, CE and ETL), training on conflict mineral sourcing, Kaizen training, waste management, corporate social responsibility, statutory and regulatory requirements, behavioural skills, documentation and approval processes, waste management and first aid training. As of March 31, 2025, we have 447 permanent employees and 1,050 contractual employees. Our employees are not part of any union and we have not experienced any work stoppages or labour disputes in the past. The number of contractual workers varies depending on the scope and nature of projects, allowing us flexibility to meet operational needs. HEALTH, SAFETY AND ENVIRONMENT We endeavour to comply with laws and regulations related to health, employee safety, and environmental protection. Our operations are governed by Indian and other applicable environmental laws, covering aspects such as air emissions, wastewater discharge, handling and disposal of hazardous substances and waste, site remediation, natural resource management, and employee health and safety. We have also entered into agreements with vendors for the proper disposal of e-waste. We believe that accidents and occupational health hazards can be significantly reduced through a systematic analysis and control of risks by providing appropriate training to our management and our employees. We ensure compliance with legal and other requirements related to environment and occupational health safety, in addition to ensuring protection against injury and ill health of employees. We take initiatives to reduce the risk of accidents at our manufacturing facilities including by providing training and safety manuals to our employees and by conducting safety audits periodically. Our employees are provided appropriate personal protection equipment. We also conduct mock drills and fire training to ensure compliance with safety norms. In our commitment to environmental sustainability, we have installed solar panels at Unit I and Unit II and implemented rainwater harvesting systems at both units. Additionally, we have installed a copper scrap recycling machine to separate copper and plastic for recycling purposes. The raw materials used in manufacturing LAN cables meet the requirements of REACH and RoHS standards, ensuring environmentally responsible production. INFORMATION TECHNOLOGY Investing in information technology (IT) infrastructure is crucial for enhancing our operational efficiency, scaling our capabilities, and boosting productivity. Currently, we utilize IT systems that support various functions such as material management, production, sales, finance, accounting, quality control, and human resources. These systems enable real-time information sharing across departments, helping us make data-driven decisions and monitor performance effectively. All electronic files created, sent, received, or stored on any equipment owned, leased, or managed by our company are considered our property. We are dedicated to maintaining the confidentiality, integrity, and availability of all physical and digital information assets across our facilities, ensuring compliance with legal, regulatory, and operational standards. Moving forward, we will continue to prioritize technological advancements to further improve our operational efficiency. INSURANCE Our operations are subject to certain hazards such as work accidents, fire, earthquakes, flood and other force majeure events and explosions and those hazards which are inherent to companies operating in our sector such as destruction of property and inventory, losses resulting from defects or damages arising during transit of our products in addition to risk of equipment failure, acts of terrorism and environmental damage. We may also be subject to claims from our customers if the products that we manufacture are not in compliance with regulatory standards and the terms of our contractual arrangements. 219We maintain insurance policies that we believe are customary for companies operating in our industry and which are necessary for our business. Our principal types of insurance coverage include, inter alia, burglary insurance policy, general insurance policy, fire insurance policy, commercial general liability policy, trade credit insurance policy, motor vehicle insurance policy and marine export import insurance policy. We have also obtained a group health insurance policy for our employees. We obtain other specific insurance as may be required by our customers under the scope of work which we undertake. We believe that the level of insurance we maintain is appropriate for the risks of our business. For details, see ‘Risk Factors – Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject, and this may have an adverse effect on our business’ on page 56. CORPORATE SOCIAL RESPONSIBILITY Our Company has constituted a Corporate Social Responsibility (“CSR”) Committee in compliance with the requirements of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 notified by Central Government and amendments thereto and formulated a CSR policy to govern such initiatives. As part of our CSR initiatives, we undertake activities focused on the promotion of education, with an emphasis on enhancing livelihood opportunities through educational support; promotion of healthcare, particularly by supporting facilities for individuals with disabilities and their primary caregivers; promotion of child welfare and women upliftment, through initiatives aimed at supporting children’s well-being and educational development; and promotion of art and culture, by supporting emerging Indian artists and preserving cultural heritage. For further details on the composition of the CSR committee and its terms of reference, see “Our Management – Corporate Social Responsibility Committee” on page 250. We have incurred ₹8.00 million, ₹5.37 million and ₹3.93 million in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, towards our corporate social responsibility activities. AWARDS AND ACCREDITIONS For details of the awards and accreditations received by our Company, see “History and Certain Corporate Matters – Key awards, accreditations, certifications and recognitions received by our Company” on page 230. INTELLECTUAL PROPERTY RIGHTS For details of the intellectual property held by our Company, see “Government and Other Approvals- Intellectual Property” on page 371. PROPERTIES The following table sets forth details of our principal properties: S. Property Location Name of the lessor Nature of Term of Lease No holding 1. Corp orate 701, 7th Veritas, Golf Course Road, M/s Orient Networks Private Leased Commencing from May 1, Office Parsvanth Exotica, Sector 53, Gurugram, Limited 2024, for a period of 36 Haryana 122003 months 2. Regi stered D-8, Second Floor, Phase-1, Ashok Vihar, Vipul Nagpal Leased Commencing from May 1, Office New Delhi 2025, for a period of 11 months 3. Unit I Plot No. A - 784, Industrial Area, Alwar, Rajasthan State Industrial Leased Commencing from April Bhiwadi, Rajasthan Development and Industrial 21, 1990, for a period of 99 Corp Ltd, Jaipur. years 4. Unit II Plot No. A-145(J) and SP-145 (F to I), Rajasthan State Industrial Leased Commencing from October Industrial Area, Alwar, Bhiwadi, Rajasthan Development and Industrial 12, 1988, for a period of 99 Corp Ltd, Jaipur. years 5. Unit III Plot No. A-1115, RIICO Industrial Area, M/s Sobotech Industries Pvt Leased Commencing from March Bhiwadi, Teh. Tapukara, District,Khairathal- Ltd 10, 2025, for a period of 11 Tijara months 6. Vaca nt land* Khasra No. 86-94 & 98-101, Village - Jodia Rajasthan State Industrial Leased Commencing from October Meo, Tapukara, district- Khairthal-Tijara Development and Industrial 21, 2008, for a period of 99 (Rajasthan-3301019) Corp Ltd, Jaipur. years 7. Offic e space 604A and 604B, Veritas Tower, 6th Floor, Suman Tulsi Leased Commencing January 1, Golf Course Road, Gurugram, Haryana 2025, for a period of 3 years * As on the date of this Draft Red Herring Prospectus, Governor of Rajasthan acting through Urban Improvement Trust Bhiwadi (Rajasthan) has leased the said property to Work Force Development Education Foundation vide lease deed dated October 21, 2008. Subsequently, the Company has entered into an Agreement to Sell dated February 3, 2025, with Work Force Development Education Foundation and is in the process of executing the Lease Deed transferred in the name of our Company. We also use other properties as guest houses on a leasehold basis. 220COMPETITION We face competition from domestic as well as global players which either operate in the same line of business as us or offer similar products and services. Our competition varies by market, geographic areas and type of product or service. The networking cables manufacturing industry is highly competitive. Our competitors include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited. (Source: 1Lattice Report) To remain competitive in our markets, we must continuously strive to reduce our costs of production, through automation and innovation and improve our operating efficiencies. Some of our competitors have greater financial and other resources and better access to capital than we do, which may enable them to compete more effectively, or better geographical reach which gives them the ability to quote competitively as the transportation costs may be lower. However, depending on various factors, and the extent of our presence in the relevant geographical region, we are able to leverage our experience, established customer relationships and familiarity with the industry to provide cost effective products compared to our competitors or offer a better value proposition. For details, see “Industry Overview” beginning on page 136. 221KEY REGULATIONS AND POLICIES The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars and policies which are applicable to the business and operations of our Company. For details of government approvals obtained by our Company, see “Government and Other Approvals” beginning on page 369. The information detailed in this section, is based on the current provisions of applicable statutes, rules, regulations, notifications, memorandums, circulars and policies which are subject to amendments, changes and/or modifications by subsequent legislative, regulatory, administrative or judicial decisions. The information in this section has been obtained from publications available in the public domain. The description of the applicable regulations as given below has been provided in a manner to provide general information to the investors and may not be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. Key Legislations Applicable to our Company Bureau of Indian Standards Act, 2016 (“Bureau of Indian Standards Act”) The Bureau of Indian Standards Act establishes, publishes and regulates national standards to ensure conformity assessment, standardisation, and quality assurance of goods, articles, processes, systems and services. The Bureau of Indian Standards Act provides for the establishment of a bureau for the standardization, marking and quality certification of goods. The Bureau of Indian Standards Act provides for the functions of the bureau which include, among others (a) adopting as Indian standard, any standard established for any goods, article, process, system or service by any other institution in India or elsewhere; (b) specifying a standard mark to be called the Bureau of Indian Standards Certification Mark which shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and (c) making such inspection and taking such samples of any material or substance as may be necessary to see whether any goods, article, process, system or service in relation to which the standard mark has been used conforms to the relevant standard or whether the standard mark has been properly used in relation to any goods, article, process, system or service with or without a license. Further, the Bureau of Indian Standards Act sets out, inter alia, liability for use of standard mark on products that do not conform to the relevant Indian Standard. Bureau of Indian Standards Rules, 2018 (“Bureau of Indian Standards Rules”) The Bureau of Indian Standards Rules have been notified, in supersession of the Bureau of Indian Standards Rules, 1987, in so far as they relate to Chapter IV A of the said rules relating to registration of the articles notified by the Central Government, and in supersession of the Bureau of Indian Standards Rules, 2017 except in relation to things done or omitted to be done before such supersession. Under the Bureau of Indian Standards Rules, the bureau is required to establish Indian standards in relation to any goods, article, process, system or service and shall reaffirm, amend, revise or withdraw Indian standards so established as may be necessary. Electronics and Information Technology Goods (Requirement of Compulsory Registration) Order, 2021 (“Compulsory Registration Order”) The Compulsory Registration Order has been notified in supersession of the Electronics and Information Technology Goods (Requirement of Compulsory Registration) Order, 2012. The Compulsory Registration Order states that the manufacturing, storage, import, sale or distribution of goods, which do not meet the specified standard and/or bear a self-declaration confirming conformance to the relevant Indian standard is prohibited. Such goods shall also bear the “standard mark” under a license from the Bureau of Indian Standards in accordance with the Bureau of Indian Standards (Conformity Assessment) Regulations, 2018. The only exception is for those goods or articles which are meant for export which conform to the specification required by the foreign buyer and to goods or articles, for which the Central Government has issued a specific exemption letter, based on reasons to be recorded in writing. The Electrical Wires, Cables, Appliances and Protection Devices and Accessories (Quality Control) Order, 2003 (the “Quality Control Order”) The Quality Control Order prohibits the manufacture, storage for sale, sale and distribution of electrical wires, cables, appliances, protection devices (including low voltage switchgear and fuses) that do not conform to the standards specified in such order and that do not bear the standard mark issued by the BIS. The Quality Control Order directs a manufacturer of electric wires, cables and protection devices, amongst others, to commence manufacture of such electric equipment only after obtaining a license from the BIS for the use of standard mark. Further, it requires any sub-standard or defective electrical wires, cables, appliances, protection devices or accessories to be deformed by such manufacturer beyond use and disposed of as scrap. The Central Government is authorized to appoint an officer who is empowered to require any person engaged in the manufacture, storage, sale or distribution of electrical equipment to furnish information and samples in relation to the electric equipment manufactured, stored, sold or distributed, as the case may be, inspect any books or documents and search any premises and seize electric equipment in case of contravention of the Quality Control Order. 222The Atomic Energy Act, 1962 (“Atomic Energy Act”) and The Atomic Energy (Radiation Protection) Rules, 2004 (“Radiation Protection Rules”) The Atomic Energy Act provides for the development, control and use of atomic energy and aims to ensure safe disposal of radioactive waste and secure public safety, including that of persons handling radioactive substances. The Atomic Energy Act empowers the government to prohibit the manufacture, possession, use, and transfer, export and import, transport and disposal, of any radioactive substances without its written consent and requires submission of periodical returns or other such statements as regards any prescribed substance in a person’s possession or control that can be a source of atomic energy. In this regard, the Central Government under the Atomic Energy Act has the authority to make rules that, inter-alia, regulate the development, control, supervision, and licensing of the production, application and use of atomic energy. Accordingly, Radiation Protection Rules have been promulgated which requires that no person shall, without a license issued by the Atomic Energy Regulatory Board (“AREB”), establish a radiation installation for siting, design, construction, commissioning, or its operation. The Radiation Protection Rules also require a license for a person to handle radioactive material or operate radiation generating equipment. The Radiation Protection Rules also requires a licensee to submit reports on a regular basis to the authority. The license so granted needs to be renewed on a periodic basis. The said rules also provide for conspicuous and prominent display of radiation symbol on visible surfaces of radiation equipment, containers for storage of radioactive materials and vehicles carrying radioactive packages, entrance to the room housing the radiation generating equipment and at the entrance of the controlled areas. The said rules also provide for employment of a duly qualified and experienced ‘Radiological Safety Officer’ who shall advise the employer on all matters connected with the radiological safety of the employees. Rajasthan Investment Promotion Scheme 2022 (“RIPS”) RIPS was introduced to promote Rajasthan as a preferred investment and innovation destination for global investors and to promote economic growth and employment opportunities. It is applicable for new enterprises/ expansions being undertaken in inter alia, manufacturing, services, startups, warehousing, amongst others. These sectors are eligible to avail a standard package of incentives with additional incentive packages being available for the manufacturing and service sectors and certain boosters. The RIPS will remain in effect until March 31, 2027. Labour law legislations The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws. The following in an indicative list of labour laws which may be applicable to our Company due to the nature of our business activities: The Factories Act, 1948 (“Factories Act”) The term ‘factory’, as defined under the Factories Act, includes any premises which employs or has employed on any day in the previous 12 months, 10 or more workers and in which any manufacturing process is carried on with the aid of power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12 months and in which any manufacturing process is carried on without the aid of power or is ordinarily so carried on. State Governments have issued rules in respect of the prior submission of plans and their approval for the establishment of factories and registration and licensing of factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health, safety and welfare of all workers in the factory premises. Further, the ‘occupier’ of a factory is also required to ensure (i) the safety and proper maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the safe use, handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training and supervision to ensure workers’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises. If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and manager of the factory may be punished with imprisonment or with a fine or with both. Shops and establishments legislations in various states Under the provisions of local shops and establishments legislations applicable in the states in India where our establishments are set up, such establishments are required to be registered. Such legislations regulate the working and employment conditions of the workers employed in shops and establishments, including commercial establishments, and provide for fixation of working hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and establishments and other rights and obligations of the employers and employees. These shops and establishments acts, and the relevant rules framed thereunder, also prescribe penalties in the form of monetary fine or imprisonment for violation of provisions, as well as procedures for appeal in relation to such contravention of the provisions. 223Other labour related legislations Depending upon the nature of the activity undertaken by us, the applicable labour enactments includes the following: • The Apprentices Act, 1961; • The Contract Labour (Regulation and Abolition) Act, 1970; • The Employee’s Compensation Act, 1923; • The Employees’ (Provident Funds and Miscellaneous Provisions) Act, 1952; • Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979; • The Payment of Gratuity Act, 1972; • The Payment of Bonus Act, 1965; • The Maternity Benefit Act, 1961; • The Minimum Wages Act, 1948; • The Employees’ State Insurance Act, 1948; • The Payment of Wages Act, 1936; • The Industrial Disputes Act, 1947; • The Trade Unions Act, 1926; • Industrial Employment (Standing Orders) Act, 1946; • Employment Exchange (Compulsory Notification of Vacancies) Act, 1959 • The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013; • The Interstate Migrant Workmen Act, 1979; • The Equal Remuneration Act, 1976; and • The Child Labour (Prohibition and Regulation) Act, 1986. Environmental laws The Environment (Protection) Act, 1986 (“EPA”) The EPA has been enacted for the protection and improvement of the environment. It stipulates that no person carrying on any industry, operation or process shall discharge or emit or permit the discharge or emission of any environmental pollutant in excess of such standards as may be prescribed. Further, no person shall handle or cause to be handled any hazardous substance except in accordance with such procedure and after complying with such safeguards as may be prescribed. EPA empowers the Central Government to take all measures necessary to protect and improve the environment such as laying down standards for emission or discharge of pollutants, providing for restrictions regarding areas where industries may operate and generally to curb environmental pollution. Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) The Water Act aims to prevent and control water pollution and to maintain or restore wholesomeness of water. The Water Act provides for one central pollution control board, as well as state pollution control boards, to be formed to implement its provisions, including enforcement of standards for factories discharging pollutants into water bodies. Any person intending to establish any industry, operation or process or any treatment and disposal system likely to discharge sewage or other pollution into a water body, is required to obtain the consent of the relevant state pollution control board by making an application. 224Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”) The Air Act aims to prevent, control and abate air pollution, and stipulates that no person shall, without prior consent of the relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an air pollution control area. Such person also cannot discharge or cause or permit to be discharged the emission of any air pollutant in excess of the standards laid down by the State Boards. The central pollution control board and the state pollution control boards constituted under the Water Act perform similar functions under the Air Act as well. 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. Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Rules”) as amended by the Hazardous and Other Wastes (Management and Transboundary Movement) Amendment Rules, 2022 The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by imposing an obligation on every occupier and operator of a facility generating hazardous waste to dispose of such waste without harming the environment. The term “hazardous waste” has been defined in the Hazardous Waste Rules and any person who has, control over the affairs of the factory or the premises or any person in possession of the hazardous waste has been defined as an “occupier”. Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or exporter is liable for damages caused to the environment resulting from the improper handling and disposal of hazardous waste and must pay any financial penalty that may be levied by the respective state pollution control board. In addition to the above-mentioned environmental laws, following is an indicative list of the environmental laws which may be applicable to our Company due to the nature of the business activities: • Plastic Waste Management Rules, 2016; • Bio-medical Waste management Rules, 2016; • E-waste (Management) Rules, 2016; • Ozone Depleting Substances (Regulation and Control) Rules, 2000; • Noise Pollution (Regulation and Control) Rules, 2000, as amended; and • Gas Cylinders Rules, 2016. E-Waste (Management and Handling) Rules, 2016 (“E-Waste Rules”) Under the E-Waste Rules, a manufacturer is responsible for the collection of E-waste generated during the manufacture of any electrical and electronic equipment and channelise it for recycling or disposal. Further, the E-Waste Rules also require that relevant authorisations must be obtained from the state pollution control boards, where manufacturing activities resulting in generation of E-Waste, are carried out. Plastic Waste Management Rules, 2016 (“Plastic Waste Rules”) The Plastic Waste rules apply to manufacturers of plastic, users involved in generation of plastic as a raw material as well as individuals and institutions that generate plastic waste. Any entity or institution that generates plastic waste is responsible for segregating and handling the waste in the manner as prescribed under the rules. Further, the Plastic Waste Rules seek to minimise and regulate of plastic and ensure proper collection and disposal of plastic waste. The Noise Pollution (Regulation & Control) Rules, 2000 (“Noise Regulation Rules”) The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise Regulation Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The rules also assign regulatory authority for these standards to the local district courts. Penalty for non-compliance with the Noise Regulation Rules shall be under the provisions of the Environment Act. Tax laws In addition to the aforementioned material legislations which are applicable to our Company, some of the tax legislations that may be applicable to the operations of our Company include: • Income-tax Act 1961, the Income-tax Rules, 1962, as amended by the Finance Act in respective years; 225• Central Goods and Services Tax Act, 2017, the Central Goods and Services Tax Rules, 2017 and various state-wise legislations made thereunder; • The Integrated Goods and Services Tax Act, 2017 and rules thereof; • Professional tax-related state-wise legislations; • Indian Stamp Act, 1899 and various state-wise legislations made thereunder; and • Customs Act, 1962 Foreign Investment Laws The Foreign Trade (Development and Regulation) Act, 1992 and the rules framed thereunder (“FTA”) The FTA is the main legislation concerning foreign trade in India. The FTA, read along with the Foreign Trade (Regulation) Rules, 1993, 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. It authorizes the government to formulate as well as announce the export and import policy and to keep amending the same on a timely basis. The government has also been given a wide power to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. The FTA read with the Foreign Trade Policy, 2023, prohibits anybody from undertaking any import or export except under an importer-exporter code (“IEC”) number granted by the Director General of Foreign Trade. Hence, every entity in India engaged in any activity involving import/export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall be valid until it is cancelled by the issuing authority. An IEC number allotted to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA. The Foreign Exchange Management Act, 1999 (“FEMA”) and regulations framed thereunder Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and notifications thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI Policy. In terms of the Consolidated FDI Policy, foreign investment is permitted (except in the prohibited sectors) in Indian companies either through the automatic route or the Government route, depending upon the sector in which the foreign investment is sought to be made. In terms of the Consolidated FDI Policy, the work of granting government approval for foreign investment under the Consolidated FDI Policy and FEMA has now been entrusted to the concerned administrative ministries/departments. The FEMA Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except for things done or omitted to be done before such supersession. The total holding by any individual NRI, on a repatriation basis, shall not exceed five percent of the total paid-up equity capital on a fully diluted basis or shall not exceed five percent 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 percent may be raised to 24 percent if a special resolution to that effect is passed by the general body of the Indian company. The total holding by each FPI or an investor group, shall be less than 10 percent of the total paid-up equity capital on a fully diluted basis or less than 10 percent 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 FPIs put together, including any other direct and indirect foreign investments in the Indian company permitted under these rules, shall not exceed 24 per cent of paid-up equity capital on a fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants. The said limit of 10 percent and 24 percent shall be called the individual and aggregate limit, respectively. With effect from April 1, 2020, the aggregate limit shall be the sectoral caps applicable to Indian companies as laid out in paragraph 3(b) of Schedule I of FEMA Rules, with respect to paid-up equity capital on fully diluted basis or such same sectoral cap percentage of paid-up value of each series of debentures or preference shares or share warrants. Further, in accordance with Press Note No. 4 (2020 Series), dated October 15, 2020 issued by the DPIIT, all investments 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, as prescribed in the Consolidated FDI Policy. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 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 226registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms as specified by SEBI; and (iv) such other conditions as may be specified by SEBI from time to time. Intellectual property laws Certain laws relating to intellectual property rights under the Trade Marks Act, 1999, the Copyright Act, 1957 and the Patents Act, 1970 are applicable to us. Trade Marks Act, 1999 (“Trade Marks Act”) A trade mark is essentially any mark capable of being represented graphically and distinguishing goods or services of one person from those of others and includes a device, brand, heading, label, ticket, name, signature, word, letter, numeral, shape of goods, packaging or combination of colours or any combination thereof. In India, trademarks enjoy protection under both statutory and common law. Registration of a trade mark grants the owner a right to exclusively use the trade mark as a mark of goods and services and prevents the fraudulent use of marks in India. The Trade Marks Act permits the registration of trade marks for goods and services. Certification trademarks and collective marks can also be registered under the Trade Marks Act. The Registrar of Trade Marks is the authority responsible for, among other things, registration of trade marks, settling opposition proceedings and rectification of the register of trade marks. The Trade Marks (Amendment) Act, 2010 has been enacted to cover Indian nationals as well as foreign nationals to secure simultaneous protection of trade marks in other countries. The Trade Marks (Amendment) Rules, 2013 were enacted to give effect to the Trade Mark (Amendment) Act, 2010. The Patents Act, 1970 (“Patents Act”) The Patents Act governs the patent regime in India. A patent is an intellectual property right relating to inventions and grant of exclusive right, for limited period, provided by the Government to the patentee, for excluding others from making, using, selling and importing the patented product or process or produce that product. In addition to the broad requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to certain specified types of inventions and materials even if they satisfy the above criteria. The Copyright Act, 1957 The Copyright Act, 1957, along with the Copyright Rules, 2013 (“Copyright Laws”) governs copyright protection in India. A registration under the Copyright Laws acts as a prima facie evidence of the particulars entered therein and helps expedite infringement proceedings and reduce delay caused due to evidentiary considerations. The Copyright Laws prescribe a fine, imprisonment or both for violations, with enhanced penalty on second or subsequent convictions. Designs Act, 2000 (“DA”) and the Designs Rules, 2001 (“DR”) The DA regulates and protects the originality of an article’s design and prohibits the piracy of registered designs. The primary objective of the DA is to protect new or original designs from getting copied, and ensure that the creator, originator or artisan of the design is not deprived of their rightful gains for the creation of their design. The central government also drafted the DR under the authority of the DA for the purposes of specifying certain prescriptions regarding the practical aspects related to designs such as payment of fees, register for designs, classification of goods, address for service, restoration of designs, etc. Law governing Competition The Competition Act, 2002 (“Competition Act”) The objective of the Competition Act is to prevent anti-competitive practices, promote and sustain competition, protect the interests of the consumers and ensure freedom of trade. The Competition Act attempts to curb practices having adverse effects on competition and promote and sustain competition. A major feature of the Competition Act is that it does not prohibit monopolies or dominant position per se, it only forbids its abuse. The Competition Act aims at curbing anti-competitive activities which disturb the competitive equilibrium. The Competition Commission of India (“CCI”), regulator under the Competition Act. CCI has vast powers in relation to anti- competitive agreements and abuse of dominant positions. If the CCI concludes that there is an anti-competitive agreement which has caused or is likely to cause an appreciable adverse effect on competition within India, or that any enterprise has abused its dominant position in the market, it may pass orders which, inter alia, includes passing of cease and desist orders, imposition of monetary penalties, pass an order directing anti-competitive agreements to be modified and brought in compliance of law, or even can order division of an enterprise that is abusing its dominant position to ensure that it can no longer abuse its dominance. 227Other applicable laws The Electricity Act, 2003 (“Electricity Act”) The Electricity Act consolidates the laws relating to generation, transmission, distribution, trading and use of electricity. It lays down provisions in relation to transmission and distribution of electricity. It states that the State Government can specify suitable measures for specifying action to be taken in relation to any electric line or electrical plant, or any electrical appliance under the control of a consumer for the purpose of eliminating or reducing the risk of personal injury or damage to property or interference with its use. Other Indian laws In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder, fire-safety related laws, contract act, foreign trade laws and other applicable laws and regulation imposed by the Central Government and State Governments and other authorities for our day to day business, operations and administration. 228HISTORY AND CERTAIN CORPORATE MATTERS Brief History of our Company Our Company was originally incorporated as “Orinet Cables (India) Private Limited” as a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated September 15, 2005, by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”). Subsequently, the name of our Company was changed to “Orient Cables (India) Private Limited” for the purpose of rectifying a typographical error in recording the name of our Company, pursuant to a Board resolution dated March 5, 2007 and a resolution passed in the extra ordinary general meeting of the Shareholders held on April 9, 2007 and consequently a fresh certificate of incorporation dated April 24, 2007 was issued by the RoC. Thereafter, our Company’s name was changed to “Orient Cables (India) Limited” upon conversion to a public limited company pursuant to a Board resolution dated November 22, 2024 and a special resolution passed in the extra ordinary general meeting of the Shareholders held on November 25, 2024 and consequently a fresh certificate of incorporation dated December 13, 2024 was issued by the RoC. Changes in Registered Office The following table sets forth the details of the change in registered office of the Company since its date of incorporation: Date of change of Details of change in address of our registered office Reason for change registered office January 22, 2007 Change in the registered office of the Company from C- Administrative convenience 357 DSIDC Narela Industrial Park, Delhi – 110 040, India to SK-59, Sindhora Kalan, Chowki No. 2, near Shakti Nagar, North Delhi, Delhi – 110 052, India. January 15, 2008 Change in the registered office of the Company from Administrative convenience SK-59, Sindhora Kalan, Chowki No. 2, Near Shakti Nagar, North Delhi, Delhi – 110 052, India to W-5/14, Western Avenue, near German Nursery, Sainik Farm, New Delhi, South Delhi, Delhi – 110 062, India. December 17, 2010 Change in the registered office of the Company from W- Administrative convenience 5/14, Western Avenue, near German Nursery, Sainik Farm, South Delhi, Delhi – 110 062, India to 303, 3rd floor, Skylark Building, 60, Nehru Place, New Delhi, South Delhi, Delhi – 110 019, India. August 1, 2015 Change in the registered office of the Company from Administrative convenience 303, 3rd floor, Skylark Building, 60, Nehru Place, South Delhi, Delhi – 110 019, India to Shop No. 327, on 3rd floor, Square One Mall, Saket, Centre Saket, New Delhi, South Delhi, Delhi – 110 017, India. April 1, 2017 Change in the registered office of the Company from 3rd Administrative convenience floor, Square One Mall, Saket, Centre Saket, New Delhi, South Delhi, Delhi – 110 017, India to W-5/14, Western Avenue, Sainik Farm, New Delhi, Delhi – 110 062, India. January 21, 2021 Change in the registered office of the Company from W- Administrative convenience 5/14, Western Avenue, Sainik Farm, New Delhi, Delhi – 110 062, India to House No. 8 BLK-D, Second Floor, Ashok Vihar PH-1, New Delhi, Delhi – 110 052, India. Main Objects of our Company The main objects contained in our Memorandum of Association are as disclosed below: 1. To carry on the business of Manufacturers, Agents, Distributors, dealers, importers, exporters, buyers and sellers or otherwise deal in all kinds of insulated cables, insulated wires, high tension power cables and power conductors, telephone and telecommunication cables, enamelled wires, other coated high temperature wires, fibreglass coated wires and all types of wires, made of rubber, plastic, PVC copper, aluminium and other synthetic wires, cables, aerials, insulators, conduit pipes of all types, conductors and accessories, high and low tension switchgear, connectors, switches and knobs, copper and aluminium wire drawers, galvansisers, electroplates and enamellers. 2. To undertake and execute any contracts of works involving the supply or use of any kind of cables and its fitting, and to carry out any ancillary or other works comprised in such contracts. The objects clause as contained in the Memorandum of Association enables our Company to carry on the business presently being carried out. 229Amendments to the Memorandum of Association The amendments to the Memorandum of Association of our Company in the 10 years immediately preceding the date of this Draft Red Herring Prospectus are as detailed below. Date of Shareholders’ Nature of Amendment Resolution/ Effective Date November 25, 2024 Adoption of new set of MoA to reflect the change in the name of our Company from “Orient Cables (India) Private Limited” to “Orient Cables (India) Limited.” November 30, 2024 Clause V of the MoA was amended to reflect the increase in the authorised share capital from ₹11,000,000 divided into 1,100,000 equity shares of ₹10 each to ₹115,000,000 divided into 11,500,000 equity shares of ₹10 each. December 17, 2024 Clause V of the MoA was amended to reflect the reclassification of authorized share capital from ₹115,000,000 divided into 11,500,000 equity shares of ₹10 each to ₹115,000,000 divided into 115,000,000 equity shares of ₹1 each, pursuant to the sub-division of the equity shares of our Company. June 13, 2025 Clause V of the MoA was amended to reflect the increase in the authorised share capital from ₹115,000,000 divided into 115,000,000 equity shares of ₹1 each to ₹130,000,000 divided into 130,000,000 equity shares of ₹1 each. Major events and milestones of our Company The table below sets forth some of the major events in the history of our Company: Calendar Year Major events and milestones 2006 Commenced Operations at Unit I for manufacturing of LAN Cables 2014 Commenced manufacturing of Patch Cord 2015 Commenced manufacturing of CCTV Cables 2016 Commenced manufacturing of CAT 6A LAN Cables 2017 Achieved revenue from operations of more than ₹1,000.00 million 2018 Set up of Unit II for manufacturing of Fibre Optic Cables and commenced manufacturing of Optical Fibre Cables 2024 Commenced manufacturing of Keystone Jacks 2024 Expansion of Unit II and initiated construction of facility for manufacturing of electron beam irradiation cables 2025 Launched a new power strip product Key awards, accreditations, and recognitions received by our Company The table below sets forth certain key awards, accreditations, and recognitions received by our Company: Calendar Year Award/Accreditation/Recognition 2024 Received a commemoration for achievement of an All India First License for Symmetrical Pari/ Quad Cables for digital communications as per IS 14493: Part 5: 2018 from the Bureau of Indian Standards. 2023 Received ISO 14001:2015 certification from DQS Inc. 2023 Received ISO 45001:2018 certification from DQS Inc. 2023 Received ISO 9001:2015 certification from DQS Inc. Significant financial and/or strategic partnerships Our Company does not have any significant financial and strategic partners as of the date of this Draft Red Herring Prospectus. Defaults or rescheduling/ restructuring of borrowings from financial institutions/ banks As on the date of this Draft Red Herring Prospectus, our Company has not defaulted on repayment of any outstanding loan availed from any banks or financial institutions. Further, the tenure of repayment of any loan availed by our Company from banks or financial institutions has not been rescheduled or restructured. Time and cost overruns in setting up projects As on date of this Draft Red Herring Prospectus, there have been no time and cost over-runs in respect of our business operations. 230Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation or location of plants For details of key products or services launched by our Company, entry into new geographies or exit from existing markets and capacity/facility creation to the extent applicable, see “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 193 and 334, respectively. Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, and revaluation of assets, if any, in the last ten years Our Company has not made any material acquisitions or divestments of business/undertakings, mergers, amalgamations, and revaluation of assets, if any, in the last ten years immediately preceding the date of this Draft Red Herring Prospectus. Material agreements entered into by our Company There are no agreements/ arrangements entered into by our Company or clauses/ covenants applicable to our Company which are material and which are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of prospective investors in the Offer. Holding Company As of the date of this Draft Red Herring Prospectus, our Company does not have a holding company. Subsidiaries, Joint ventures and Associate companies As of the date of this Draft Red Herring Prospectus, our Company has one subsidiary, for details see, “Our Subsidiary” beginning on page 237. Further, our Company does not have any joint ventures or associates. Shareholders’ agreements As on the date of this Draft Red Herring Prospectus, there are no subsisting agreements entered into by and between our Company and Shareholders of our Company. Other agreements Our Company has not entered into any other subsisting material agreements including with strategic partners, joint ventures or financial partners, or which needs to be disclosed or non-disclosure of which may have bearing on any investment decision in the Offer. We confirm that there are no other inter-se agreements between our Company, Shareholders, Promoters, shareholders’ agreements or other agreements of a like nature, in relation to the securities of our Company, comprising material clauses / covenants that are required to be disclosed in this Draft Red Herring Prospectus or containing clauses / covenants that are adverse / prejudicial to the interest of public shareholders. We confirm there are no other inter-se agreements, arrangements and clauses or covenants which our Company is a party to, in relation to securities of our Company, which are material, adverse or pre-judicial to the interest of the minority/ public shareholders or which may have a bearing on the investment decision. Other than as disclosed in “Capital Structure – Build-up of Promoters’ equity shareholding in our Company” on page 94 and “Capital Structure – Secondary transactions of Equity Shares of our Company,” on page 92, we have not entered into any agreements in relation to the primary and secondary transactions of securities. There are no agreements entered into by the Shareholders, Promoters, Promoter Group entities, related parties (as defined under Section 2(76) of the Companies Act), Directors, Key Managerial Personnel, employees of our Company, among themselves or with our Company or with a third party, solely or jointly, which, either directly, indirectly, potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create any liability upon our Company, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not our Company is a party to such agreement, other than in the ordinary course of business. Agreements with Key Managerial Personnel, Senior Management Personnel, Directors, Promoters, or any other employee There are no agreements entered into by our Promoters, Key Managerial Personnel, Senior Management Personnel or Directors 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. 231Guarantees given by the Promoters participating in the Offer for Sale Our Individual Promoters, who are also the Selling Shareholders have issued personal guarantees in relation to loans availed by our Company. Set out below are the details of the said personal guarantees: [Remainder of the page intentionally left blank] 232In relation to the facility availed from HDFC Bank by the Company: Promoters Name of the Type of Fund Sanctioned Security for the Facility Obligation on our Obligation of the Reason Consideration Lender Facility based/ Non- Amount (in ₹ Company Promoters fund based million) offering their shares in the Offer for Sale Vipul Nagpal, HDFC Bank Term Loan / Fund based ₹ 2,387.50 1. Plot No., D-8 Ashok Vihar, Phase - 1, Delhi Till all the facilities Till all the facilities Irrevocable Nil Garima Working million -110052 Second Floor Wazirpur Residential are repaid by the are repaid by the and Nagpal Capital Loan Scheme Near Ram Mandir Delhi Delhi Company Company unconditional 110054. personal guarantee of 2. A 145 J Riico Ind Area Riico Industrial Area Vipul Nagpal Main Road Alwar Rajasthan 301019. and Garima Nagpal 3. Sp-145 (f To I) A Bhiwadi Riico Industrial Area Bhiwadi Alwar Rajasthan 301019. 4. A-784 Phase-2, Bhiwadi Industrial Area Nr Alwar, Rajasthan 301019. 5. Khasra No. 86 to 94 & 98 to 101 Chopanki, Dist. Khairthal Tijara Vill Jodiya Mav Bhiwadi Alwar, Rajasthan 301019 6. Debtors, Fixed Deposits, Plant & Machinery, Stock In relation to the facility availed from ICICI Bank by the Company: Promoters Name of the Type of Fund Sanctioned Security Obligation on our Obligation of the Reason Consideration Lender Facility based/ Non- Amount (in ₹ Company Promoters fund based million) offering their shares in the Offer for Sale Vipul Nagpal, ICICI Bank Working Fund based ₹ 400.00 million 1. Property Bearing No. 8, Second Floor Till all the facilities Till all the facilities Irrevocable Nil Garima Limited capital loan Without Roof Rights, Block- D,Ashok Vihar are repaid by the are repaid by the and Nagpal Phase-I, NA, Govt. School, NA, NewDelhi, Company Company unconditional Delhi, India, 110052 (First Paripassu personal charge). guarantee of Vipul Nagpal 2. Plot No. A-784, Riico Industrial Area, NA, and Garima Near Harchand Pur Chowk, Alwar, Bhiwadi, Nagpal 233Promoters Name of the Type of Fund Sanctioned Security Obligation on our Obligation of the Reason Consideration Lender Facility based/ Non- Amount (in ₹ Company Promoters fund based million) offering their shares in the Offer for Sale Rajasthan, India, 301019 (First Paripassu charge). 3. Plot No. A-145-J, Riico Industrial Area, NA, Near Harehand Pur Chowk, Alwar, Bhiwadi, Rajasthan, India, 301019 (First Paripassu charge). 4. Moveable Fixed Assets (First Paripassu charge). 5. Current Assets (First Paripassu charge). In relation to the facility availed from Citi Bank by the Company: Promoters Name of the Type of Fund Sanctioned Security Obligation on our Obligation of the Reason Consideration Lender Facility based/ Non- Amount (in ₹ Company Promoters fund based million) offering their shares in the Offer for Sale Vipul Nagpal, Citibank Term loan/ Fund based ₹ 900.00 million 1. Industrial property located at Sp-145 (f To I) Till all the facilities Till all the facilities Irrevocable Nil Garima Working A and A145J, RIICO Ind Area, Main Road, are repaid by the are repaid by the and Nagpal Capital loan Alwar 301019 owned by Orient Cables Company Company unconditional (India) Pvt. Ltd. (First Paripassu charge). personal guarantee of 2. Industrial property located at A784, Bhiwadi Vipul Nagpal Industrial Area, Alwar 301019 owned by and Garima Orient Cables (India) Pvt. Ltd. (First Nagpal Paripassu charge). 3. Residential property located at Plot No. D8, Ashok Vihar, Phase 1, Delhi 110052, 2nd floor, Wazirpur Residential Scheme, Near Ram Mandir, North Delhi owned by Mr. Vipul Nagpal (First Paripassu charge). 4. Present and future stock and book debts of the company (First Paripassu charge). 234Promoters Name of the Type of Fund Sanctioned Security Obligation on our Obligation of the Reason Consideration Lender Facility based/ Non- Amount (in ₹ Company Promoters fund based million) offering their shares in the Offer for Sale 5. All moveable fixed assets of the company (except exclusively financed by other bank/FI) (First Paripassu charge). 6. Cash margin of 10% for Usance LC, Sight LC and Bank Guarantee. 7. Demand promissory note and letter of continuity. 235The guarantees set out above have been issued as security in connection with facilities availed by our Company, to the extent applicable. Pursuant to the terms of the guarantees, the obligation of our Promoters includes repayment of the guaranteed sum in case of default by the Company to the respective lenders. The financial implications in case of default by the Company are that the lender would be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs or charges due to the respective lenders. The guarantees are effective for a period until the underlying loan is repaid in full by the Company. Any default or failure by our Company to repay the loans in a timely manner, or at all, could trigger repayment obligations on the part of our Promoters. No consideration has been paid or is payable to our Promoters for providing these guarantees. The borrowings of our Company, as applicable, are typically secured by immovable property, movable fixed assets and current assets. For further details with respect to financing arrangements of our Company in respect of which guarantees have been given by our Promoters, including any implications in case of default, see “Financial Indebtedness” and “Restated Financial Information – Borrowings” on pages 331 and 302, respectively. Except as stated below, our Company has no conflict of interest with the lessors of immovable property of the Company (crucial for operations of the Company: 1. Our Company has entered into a rent agreement dated May 1, 2025, with our Chairman and Managing Director, Vipul Nagpal (“Registered Office Rent Agreement”) in relation to the Registered Office of the Company for a period of eleven months from May 1, 2025 till March 31, 2026. Pursuant to the Registered Office Rent Agreement our Company has to pay ₹0.01 million per month to our Director, Vipul Nagpal. 2. Our Company has entered into a rent agreement dated May 1, 2024 with Orient Networks Private Limited, a member of our Promoter Group and Group Company, (“Rent Agreement”) in which our Chairman and Managing Director, Vipul Nagpal and Whole-time Director, Garima Nagpal, hold 99% and 1% of the share capital, respectively, in relation to the Corporate Office of the Company for a period of three years from May 1, 2024 till March 31, 2027. Pursuant to the Rent Agreement, our Company has to pay ₹0.40 million per month to Orient Networks Private Limited. There is no conflict of interest with the suppliers of raw materials and third party service providers (crucial for operations of the Company). 236OUR SUBSIDIARY Our Subsidiary As on the date of this Draft Red Herring Prospectus, our Company has one Subsidiary, the details of which are set out below. 1. OCL Greentech Private Limited (“OCL Greentech”) Corporate Information OCL Greentech was incorporated as a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation dated May 5, 2025 issued by the Registrar of Companies, Jurisdictional Registrar of Companies, Central Registration Centre. Its CIN is U27200HR2025PTC131586, and its registered office is situated at 701, Varitas, Sector-53, Parsvnath Exotica, DLF QE, Gurgaon, Haryana, India 122002. Nature of business OCL Greentech is engaged in the business of manufacturing, assembling, selling, buying, importing, exporting, designing, stocking and distributing of otherwise dealers, agents in wire, cable, wire and cable harness assemblies, EV charging guns, EV charging gun and cable assembly and plastic components. However, the business of the company has not yet commenced. Capital structure The authorized share capital of OCL Greentech is divided into 50,000 Equity Share of ₹ 10 each. Particulars No. of equity shares of face value of ₹ 10 each Authorised share capital 50,000 Issued, subscribed and paid-up equity share capital 50,000 Shareholding pattern The shareholding pattern of OCL Greentech as on the date of this Draft Red Herring Prospectus is as follows: Sr. Name of the shareholder Type of Share Number of shares Percentage of total No. shareholding (%) 1. O rient Cables (India) Limited Equity Shares 25,500 51.00 2. Sa ket Sharma Equity Shares 12,250 24.50 3. R icha Sharma Equity Shares 12,250 24.50 Total 50,000 100.00 Board of directors The board of directors of OCL Greentech as on the date of this Draft Red Herring Prospectus is as follows: Sr. No. Name of the Director Designation 1. Vipul Nagpal Director 2. Vardaan Nagpal Director 3. Richa Sharma Director 4. Saket Sharma Director Financial Information Since OCL Greentech was incorporated on May 5, 2025, which is post Fiscal 2025, the financial information for Fiscal 2025, 2024 and 2023 is not available. Common pursuits OCL Greentech Private Limited incorporated, on May 05, 2025, is authorized by its memorandum of association to carry out business of manufacturers, assemblers, sellers, buyers, importers, exporters, designers, Stockiest and distributors of or otherwise dealers, agents in Wire, Cable, Wire & Cable harness assemblies, EV Charging Gun, EV Charging Gun & Cable assembly, Plastic components. However, as on the date of this Draft Red Herring Prospectus, OCL Greentech Private Limited has not commenced its business operations. Our Company shall ensure necessary procedures and practices as permitted by laws and regulatory guidelines to address any conflict situations as and when they arise. 237Accumulated profits or losses As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiary, which are not accounted for by our Company. Business interest between our Company and our Subsidiary Our Subsidiary does not have any business interest in our Company other than as stated in “Our Business” and “Restated Financial Information - Related Party Transactions – Note 46”, on pages 193 and 312, respectively. Other confirmations Listing Our Subsidiary is not listed on any stock exchange in India or abroad. Further, neither have our Subsidiary been refused listing in the last ten years by any stock exchange in India or abroad, nor have our Subsidiary failed to meet the listing requirements of any stock exchange in India or abroad. Conflict of Interest Except as stated below, there is no conflict of interest between the Subsidiary or any of its directors and the lessors of immovable properties of our Company (who are crucial for the operations of our Company): 1. Vipul Nagpal is one of the directors of our Subsidiary, OCL Greentech Private Limited, and our Company has entered into a rent agreement dated May 1, 2025, with Vipul Nagpal (“Registered Office Rent Agreement”) in relation to the Registered Office of the Company for a period of eleven months from May 1, 2025 till March 31, 2026. Pursuant to the Registered Office Rent Agreement our Company has to pay ₹0.01 million per month to Vipul Nagpal. 2. Vipul Nagpal, is one of the directors of our Subsidiary, OCL Greentech Private Limited and our Company has entered into a rent agreement dated May 1, 2024, with Orient Networks Private Limited (“Rent Agreement”), in which Vipul Nagpal hold 99% of the share capital, in relation to the corporate office of our Company for a period commencing from Commencing from May 1, 2024, for a period of three years, i.e till March 31, 2027. Pursuant to the Rent Agreement, our Company has to pay ₹0.40 million per month to Orient Networks Private Limited. There is no conflict of interest between the Subsidiary or any of its directors and the suppliers of raw materials and third-party service providers of our Company (who are crucial for the operations of our Company). 238OUR MANAGEMENT Board of Directors In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than six Directors and not more than 15 Directors, or such higher number as determined by our Company after passing a special resolution in its general meeting. As of the date of this Draft Red Herring Prospectus, our Board comprises of six Directors, of whom three are Executive Directors and three are Non-Executive, Independent Directors (including one-woman Non-Executive, Independent Director). The following table sets out details regarding our Board as of the date of this Draft Red Herring Prospectus: Name, DIN, designation, date of birth, address, occupation, Age Other directorships term, and period of directorship of our Directors (years) Vipul Nagpal 53 Indian Companies: DIN: 00469000 1. Bedrock Estates Private Limited 2. Orient Networks Private Limited Designation: Chairman and Managing Director 3. OCL Greentech Private Limited Date of birth: March 2, 1972 Foreign Companies: Address: 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, Nil South Delhi, 110030, Delhi, India Occupation: Business Current term: For a period of 5 years from January 1, 2025 Period of directorship: Since September 15, 2005 Garima Nagpal 47 Indian Companies: DIN: 01886696 1. Bedrock Estates Private Limited 2. Orient Networks Private Limited Designation: Whole-time Director Foreign Companies: Date of birth: September 29, 1977 Nil Address: 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India Occupation: Business Current term: For a period of 5 years from January 1, 2025 Period of directorship: Since September 15, 2005 Vardaan Nagpal 23 Indian Companies: DIN: 10723905 1. OCL Greentech Private Limited Designation: Whole-time Director Foreign Companies: Date of birth: February 6, 2002 Nil Address: 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India Occupation: Business Current term: For a period of 5 years from March 28, 2025 Period of directorship: Since October 25, 2024 Anil Gupta 70 Indian Companies: 239Name, DIN, designation, date of birth, address, occupation, Age Other directorships term, and period of directorship of our Directors (years) DIN: 01811112 1. VARA Technology Private Limited Designation: Non-Executive, Independent Director 2. FUJISOFT Vara Private Limited Date of birth: April 18, 1955 Foreign Companies: Address: L-225, Sarita Vihar, Opposite Jasola, Sarita Vihar, New Nil Delhi, South Delhi, 110076, Delhi, India Occupation: Business Current term: For a period of 5 years from March 31, 2025 Period of directorship: Since March 31, 2025 Rohit Himatsingka 44 Indian Companies: DIN: 07006225 1. Rvaiglobal Private Limited Designation: Non-Executive, Independent Director 2. Chilloda Farms Limited Date of birth: April 11, 1981 3. Rupa Investments Limited Address: A-2701, Floor-27, A-Wing, Minerva Tower, J.R. Foreign Companies: Boricha Marg, Jacob Circle, Ahead of Lodha Bellissimo, Mumbai, 400011, Maharashtra, India Nil Occupation: Business Current term: For a period of 5 years from May 29, 2025 Period of directorship: Since May 29, 2025 Garima Dhamija 51 Indian Companies: DIN: 02155303 1. Salasar Techno Engineering Limited Designation: Non-Executive, Independent Director 2. Pratham Infosolutions Private Limited Date of birth: February 2, 1974 3. Cube People Solutions Private Limited Address: 47, Birch Court, Nirvana Country, Near South City 2, 4. Salto Dee Fe Consulting Service Private Limited Sector 50, Gurgaon, Islampur (97), Gurgaon South City III, Gurgaon, 122018, Haryana, India Foreign Companies: Occupation: Business Nil Current term: For a period of 5 years from March 31, 2025 Period of directorship: Since March 31, 2025 Brief Profiles of our Directors Vipul Nagpal is the Founder, Chairman and Managing Director of our Company. He holds a bachelor’s degree in commerce (honours) from Shri Ram College of Commerce, University of Delhi. He has a master’s degree in business administration from University of Illinois at Urbana-Champaign, USA. He has over 19 years of experience in wires and cables. He has been associated with our Company since its incorporation on September 15, 2005 and is responsible for strategic business decisions, acquiring new business, increasing the revenue market share and overseeing technological innovations and new product developments at our company. Garima Nagpal is the Whole-time Director of our Company. She holds a bachelor’s degree in arts from University of Delhi. She has over 19 years of experience in wires and cables. She has been associated with our Company since its incorporation on September 15, 2005 and currently oversees people and talent development. Vardaan Nagpal is the Whole-time Director of our Company. He holds a bachelor’s degree in arts (digital culture) from King’s College London. He has been associated with our Company since February 7, 2020 and was appointed as a whole-time director 240on March 28, 2025. Currently, he is responsible for leading strategic initiatives, special projects, and identifying inorganic growth opportunities including acquisitions and mergers, and developing joint ventures and launching new product verticals. He was awarded the title of International Master in 2018 by the International Chess Federation (FIDE). Anil Gupta is the Non-Executive, Independent Director of our Company. He holds a bachelor’s degree in technology from Indian Institute of Technology, Delhi. He has completed a one-year research work in ‘Efficient development of software packages’ from University of Tsukuba and a one-year training in computer science at Fujitsu Limited, Tokyo. He has been associated with our Company since March 31, 2025. He was previously associated with Bharat Heavy Electricals Limited, HCL Consulting Limited as vice president strategic alliances and NEC Technologies (India) Private Limited as chief executive officer and managing director and subsequently as a chairman. Rohit Himatsingka is the Non-Executive, Independent Director of our Company. He holds a bachelor’s degree in commerce (honours) from University of Calcutta and an executive master’s degree in business administration from INSEAD. He has also passed the final examination held by the Institute of Chartered Accountants of India. He has been associated with our Company since May 29, 2025. He was previously associated with Essar Services India Private Limited in chairman secretariat and Black Box Network Services India Private Limited as an SVP – Corporate Development and Strategy. Garima Dhamija is the Non-Executive, Independent Director of our Company. She holds a bachelor’s degree of arts (honour) in economics and master’s degree of arts in economics from Panjab University. She has been associated with our Company since March 31, 2025. She was previously associated with Shoppers’ Stop Limited and RPG Guardian Limited. She is currently associated with Salto Dee Fe Consulting Services Private Limited and Cube People Solutions Private Limited as a Director. Confirmations None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were suspended from being traded during the five years preceding the date of this Draft Red Herring Prospectus. None of our Directors is, or was a director of any listed company, which has been or was delisted from any stock exchange, during the term of his/her directorship in such company. Except as stated below, none of our Directors are related to each other: Sr. No. Name of Directors Relationship 1. Vipul Nagpal, Chairman and Managing Director and Garima Nagpal, Whole-time Husband-wife Director 2. Vipul Nagpal, Chairman and Managing Director and Vardaan Nagpal, Whole-time Father-son Director 3. Garima Nagpal, Whole-time Director and Vardaan Nagpal, Whole-time Director Mother-son Except as stated above and as disclosed in “Our Management – Relationship among Key Managerial Personnel and/or Senior Management Personnel”, our Directors are not related to any of the Key Managerial Personnel and Senior Management Personnel of our Company. No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our Directors or to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion or formation of our Company. Except as disclosed below, none of our Directors are or have been on the board of directors of any company that was or has been directed by any of the registrars of companies in India, to be struck off from the rolls of such registrar of companies under Section 248 of the Companies Act: Sr. Name of the Director Name of the company Reason for strike off No. 1. Garima Dhamija P Factor Integrated Services Private Directed by the Registrar of Companies, Bangalore Limited vide notice dated September 26, 2017 due to non filing of annual returns with the Registrar of Companies, Bangalore Arrangement or understanding with major shareholders, customers, suppliers or others None of our Directors were appointed as Directors of our Company pursuant to any arrangement or understanding with major shareholders, customers, suppliers or others. 241Service contracts with Directors Other than the statutory benefits available to the Executive Directors, none of our Directors have entered into service contracts with our Company which provide benefits upon termination of employment. Borrowing Powers of our Board In accordance with the Articles of Association of our Company, Section 179, Section 180(1)(a) and other applicable provisions of the Companies Act, our Shareholders have pursuant to a special resolution passed at their meeting dated January 7, 2025, authorised the borrowing of any sum or sums of money from time-to-time, from banks, financial institutions, bodies corporate, firms or such other persons whether in India or abroad and by issue of convertible/nonconvertible securities (including fully/partly convertible debentures and/or non-convertible debenture with or without detachable or non-detachable warrants and/or secured premium notes and/or floating rates notes/bonds or other debt instruments) or otherwise as it may deem fit, at its discretion, and by the issue of any instrument, commercial paper or otherwise as the Board may deem fit, any sum or sums of monies which, together with the monies already borrowed by the Company, whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge on the Company’s assets, licences and properties, whether immovable or movable or stock-in-trade (including raw materials, stores, spare parts and components in stock or in transit) and work-in-progress and all or any of the undertaking of the Company, notwithstanding that the moneys to be borrowed together with moneys already borrowed by the Company, apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business, will or may exceed the aggregate of the paid-up share capital of the Company and its free reserves, so that the aggregate amount borrowed by the Board of Directors and outstanding at any point in time shall not exceed the sum of ₹5,000 million. Terms of Appointment of the Executive Directors of our Company Chairman and Managing Director Vipul Nagpal Vipul Nagpal is the Chairman and Managing Director of our Company and has been associated with our Company since September 15, 2005. He was reappointed as the managing director of our Company pursuant to the resolution passed by our Board at its meeting dated January 31, 2025 and the special resolution passed by our Shareholders’ on February 11, 2025, for a period of five years with effect from January 1, 2025. Further, pursuant to the resolution passed by the Board on June 12, 2025 and the special resolution passed by the Shareholders’ on June 13, 2025 he is entitled the following remuneration and perquisites with effect from July 1, 2025: Sr. No. Particulars Description 1. Basic salary ₹7.50 million per annum 2. House rent allowance ₹3.75 million per annum 3. Special allowance ₹3.75 million per annum Total ₹15.00 million per annum He is also entitled to perquisites as per the Company policy over and above the fixed remuneration mentioned above. Whole-time Director Garima Nagpal Garima Nagpal is the Whole-time Director of our Company and has been associated with our Company since September 15, 2005. She was appointed/reappointed as the whole-time director of our Company pursuant to the resolution passed by our Board at its meeting dated January 31, 2025 and the special resolution passed by our Shareholders’ on February 11, 2025, for a period of five years with effect from January 1, 2025. Further, pursuant to the resolution passed by the Board on June 12, 2025 and the special resolution passed by the Shareholders’ on June 13, 2025, she is entitled the following remuneration and perquisites with effect from July 1, 2025: Sr. No. Particulars Description 1. Basic salary ₹3.00 million per annum 2. House rent allowance ₹1.50 million per annum 3. Special allowance ₹1.50 million per annum Total ₹6.00 million per annum She is also entitled to perquisites as per the Company policy over and above the fixed remuneration mentioned above. 242Vardaan Nagpal Vardaan Nagpal is the Whole-time Director of our Company and has been associated with our Company as a Director since October 25, 2024. He was appointed as the whole-time director of our Company pursuant to the resolution passed by our Board at its meeting dated March 28, 2025 and the special resolution passed by our Shareholders’ on March 31, 2025, for a period of five years with effect from March 28, 2025. Further, pursuant to the resolution passed by the Board on June 12, 2025 and the special resolution passed by the Shareholders’ on June 13, 2025, he is entitled the following remuneration and perquisites with effect from July 1, 2025: Sr. No. Particulars Description 1. Basic salary ₹2.00 million per annum 2. House rent allowance ₹1.00 million per annum 3. Special allowance ₹1.00 million per annum Total ₹4.00 million per annum He is also entitled to perquisites as per the Company policy over and above the fixed remuneration mentioned above. Our Company has paid the following compensation to our Executive Directors in Fiscal 2025: S. No. Name of Director Total compensation (in ₹ million) 1. Vipul Nagpal 6.45 2. Garima Nagpal 3.90 3. Vardaan Nagpal 1.02 Terms of appointment of our Non-Executive, Independent Directors Pursuant to a Board resolution dated March 28, 2025, our Non-Executive, Independent Directors are entitled to receive sitting fees of ₹0.08 million for attending each meeting of the Board and ₹0.05 million for attending each meeting of the Committees of our Board. Our Non-Executive, Independent Directors, Anil Gupta, Rohit Himatsingka and Garima Dhamija were not paid any sitting fees for Fiscal 2025. Remuneration paid or payable to our Directors by Subsidiary or associate Our Subsidiary has been incorporated on May 5, 2025, and accordingly, none of our directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our Subsidiary for the Fiscal Year 2025. Our Company does not have any associates as on the date of this Draft Red Herring Prospectus. Contingent or Deferred Compensation to our Directors There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration. Shareholding of Directors in our Company As per our Articles of Association, our Directors are not required to hold any qualification shares. Except as disclosed below, as on date of this Draft Red Herring Prospectus, none of our Directors hold any Equity Shares in our Company: Sr. No. Name of Director Number of Equity Shares of face value Percentage shareholding (%) of ₹1 each 1. Vipul Nagpal 24,722,800 24.23 2. Garima Nagpal 5,788,000 5.67 3. Vardaan Nagpal 100,000 0.10 Bonus or profit-sharing plan of our Directors None of our Directors are party to any bonus or profit-sharing plan of our Company. Interests of our Directors All Directors may be deemed to be interested to the extent of reimbursement of expenses payable to them, if any and the remuneration payable to such Directors as decided by the Board from time to time. Our Executive Directors are interested to 243the extent of remuneration, payable to them for services rendered as an officer or employee of our Company. Our Whole-time Director, Garima Nagpal, is also interested in the interest on loan paid by the Company. Our Non-Executive, Independent Directors are interested to the extent of the sitting fees. Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors, proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares. All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in which they are partners in the ordinary course of business. Further, our Directors may be interested to the extent of any employee stock option schemes that may be formulated by our Company from time to time. Interest of Directors in the promotion or formation of our Company Except Vipul Nagpal, Garima Nagpal and Vardaan Nagpal who are the Promoters of our Company, none of our Directors have any interest in the promotion or formation of our Company as on the date of this Draft Red Herring Prospectus Also see, “Our Promoters and Promoter Group” on page 258. Interest in land and property Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our Company. Further, our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus. Business interest Except in the ordinary course of business and as disclosed in “Restated Financial Information – Note 46” at page 312, our Directors do not have any other business interest in our Company. Loans to Directors Our Directors have not availed any loans from our Company. Other confirmations Except as disclosed below, our Directors have no conflict of interest with the lessors of immovable property of the Company (crucial for operations of the Company). 1. Our Company has entered into a rent agreement dated May 1, 2025, with our Chairman and Managing Director, Vipul Nagpal (“Registered Office Rent Agreement”) in relation to the Registered Office of the Company for a period of eleven months from May 1, 2025 till March 31, 2026. Pursuant to the Registered Office Rent Agreement our Company has to pay ₹0.01 million per month to our Director, Vipul Nagpal. 2. Our Company has entered into a rent agreement dated May 1, 2024 with Orient Networks Private Limited, a member of our Promoter Group and Group Company, (“Rent Agreement”) in which our Chairman and Managing Director, Vipul Nagpal and Whole-time Director, Garima Nagpal, hold 99% and 1% of the share capital, respectively, in relation to the Corporate Office of the Company for a period of three years from May 1, 2024 till March 31, 2027. Pursuant to the Rent Agreement, our Company has to pay ₹0.40 million per month to Orient Networks Private Limited. Our Directors have no conflict of interest with the suppliers of raw materials and third party service providers (crucial for operations of the Company) Changes to our Board in the last three years The changes in our Board during the three years immediately preceding the date of this Draft Red Herring Prospectus are as set out below: Name Date of appointment/ cessation Reason reappointment/resignation/ regularisation Rohit Himatsingka June 13, 2025 Regularization as Non-Executive, Independent Director 244Name Date of appointment/ cessation Reason reappointment/resignation/ regularisation Rohit Himatsingka May 29, 2025 Appointment as Additional Director (Non-Executive and Independent) Garima Dhamija March 31, 2025 Appointment as Non-Executive, Independent Director Anil Gupta March 31, 2025 Appointment as Non-Executive, Independent Director Vardaan Nagpal March 28, 2025 Re-designated as Whole-time Director Vipul Nagpal January 1, 2025 Re-appointment as Managing Director Garima Nagpal January 1, 2025 Redesignated as Whole-time Director Vardaan Nagpal October 25, 2024 Appointment as Executive Director Prem Nagpal May 15, 2024 Resignation as director due to personal reasons Darshan Lal Nagpal May 15, 2024 Resignation as director due to personal reasons Corporate Governance The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our Company is in compliance with the requirements of the applicable regulations in respect of corporate governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the constitution of the Board and committees thereof and formulation and adoption of policies. Our Company undertakes to take all necessary steps to continue to comply with all the requirements of SEBI Listing Regulations and the Companies Act, 2013. Committees of our Board In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the following Board-level committees: (a) Audit Committee; (b) Nomination and Remuneration Committee; (c) Stakeholders’ Relationship Committee; (d) Corporate Social Responsibility Committee; (e) Risk Management Committee; and (f) IPO Committee Audit Committee The Audit Committee was constituted by our Board pursuant to its resolution dated March 31, 2025 and re-constituted by our Board pursuant to its resolution dated May 31, 2025. The Audit Committee is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The members of the Audit Committee are: Name of the Director Position in the Committee Designation Rohit Himatsingka Chairperson Non-Executive, Independent Director Anil Gupta Member Non-Executive, Independent Director Vipul Nagpal Member Chairman and Managing Director The terms of reference of the Audit Committee are as follows: 1. Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible; 2. Recommending to the Board the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditor and the fixation of the audit fee of the Company; 3. Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process; 4. Approving payments to statutory auditors for any other services rendered by the statutory auditors; 5. To approve the key performance indicators being included in the offer documents in connection with the proposed initial public offer by the Company; 2456. Formulating a policy on related party transactions, which shall include materiality of related party transactions; 7. Examining and reviewing, with the management, the annual financial statements and auditor’s 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; 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. 8. Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval; 9. 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 utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, 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 offer by the Company; 10. Approval or any subsequent modifications 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; 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; 11. Reviewing, at least on a quarterly basis, the details of the related party transactions entered into by the Company pursuant to each of the omnibus approvals given; 12. Laying down the criteria for granting omnibus approval in line with the Company’s policy on related party transactions; 13. Scrutinising of inter-corporate loans and investments; 14. Valuation of undertakings or assets of the Company, wherever it is necessary; 15. Evaluating of internal financial controls and risk management systems; 16. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances, 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; 17. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems; 18. 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; 19. Discussing with internal auditors on any significant findings and follow up thereon; 20. 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; 24621. Discussing 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; 22. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; 23. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 24. Reviewing the functioning of the whistle blower mechanism; 25. Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate; 26. Monitoring the end use of funds raised through public offers and related matters; 27. 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; 28. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other terms of reference as may be decided by the Board and/or specified/provided under the Companies Act, the Listing Regulations or by any other regulatory authority; 29. Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as per applicable law; 30. Formulating a policy on related party transactions, which shall include materiality of related party transactions; 31. Approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company is not a party, if the value of such transaction whether entered into individually or taken together with previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last audited financial statements of the Company, subject to such other conditions prescribed under the SEBI Listing Regulations; 32. Recommending to the board of directors the appointment and removal of the external auditor, fixation of audit fees and approval for payment for any other services; 33. Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders; and 34. Carrying out any other functions required to be carried out by the Audit Committee as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time. Nomination and Remuneration Committee The Nomination and Remuneration Committee was constituted by our Board pursuant to its resolution dated March 31, 2025 and re-constituted by our Board pursuant to its resolution dated May 31, 2025. The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing Regulations. The members of the Nomination and Remuneration Committee are: Name of the Director Position in the Committee Designation Anil Gupta Chairperson Non-Executive, Independent Director Garima Dhamija Member Non-Executive, Independent Director Rohit Himatsingka Member Non-Executive, Independent Director The terms of reference of the Nomination and Remuneration Committee are as follows: 1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees; The Nomination and Remuneration Committee, while formulating the above policy, should ensure that: 247i. 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; ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and iii. 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; 2. 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 Nomination and Remuneration Committee may: i. use the services of an external agencies, if required; ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and iii. consider the time commitments of the candidates 3. Formulating of criteria for evaluation of the performance of the independent directors and the Board; 4. Devising a policy on Board diversity; 5. Identifying persons who qualify to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal, and carrying out evaluations of every director’s performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance; 6. 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; 7. 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; 8. Analysing, monitoring and reviewing various human resource and compensation matters; 9. 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; 10. Determining compensation levels payable to the senior management personnel and other staff (as deemed necessary), which shall be market-related, usually consisting of a fixed and variable component; 11. Reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws; 12. Performing such functions as are required to be performed by the compensation committee under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended; 13. Administering monitoring and formulating detailed terms and conditions the employee stock options scheme/ plan approved by the board and the members of the company in accordance with the terms of such scheme/ plan (“ESOP Scheme”), if any. 14. Construing and interpreting the ESOP Schemes and any agreements defining the rights and obligations of the company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding rules and regulations relating to the administration of the ESOP Schemes; 15. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including: (i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended; or 248(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended. 16. Performing such other activities as may be delegated by the Board and/or specified/provided under the Companies Act, the Listing Regulations or by any other regulatory authority; and 17. Recommend to the Board, all remuneration, in whatever form, payable to senior management and other staff, as deemed necessary. Stakeholders’ Relationship Committee The Stakeholders’ Relationship Committee was constituted by our Board pursuant to a resolution dated May 31, 2025. The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. The members of the Stakeholders’ Relationship Committee are: Name of the Director Position in the Committee Designation Rohit Himatsingka Chairperson Non-Executive, Independent Director Vipul Nagpal Member Chairman and Managing Director Vardaan Nagpal Member Whole-time Director The terms of reference of the Stakeholders’ Relationship Committee are as follows: 1. Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.; 2. Review of measures taken for effective exercise of voting rights by shareholders; 3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent; 4. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other security holders; 5. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or any other securities; 6. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company; 7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time; 8. To approve, register, refuse to register transfer or transmission of shares and other securities and debentures, dematerialisation of shares and re-materialisation of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to shares, debentures and other securities from time to time; 9. To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company; 10. Allotment and listing of shares; 11. To authorise affixation of common seal of the Company; 12. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company; 13. To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder; 14. To dematerialise the issued shares; 15. Ensure proper and timely attendance and redressal of investor queries and grievances; 16. Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable), as and when amended from time to time; and 24917. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s). Corporate Social Responsibility Committee Our Corporate Social Responsibility Committee was constituted by our Board pursuant to its resolution dated June 19, 2019 and re-constituted by our Board pursuant to its resolution dated March 31, 2025. The Corporate Social Responsibility Committee is in compliance with Section 135 of the Companies Act. The members of the Corporate Social Responsibility Committee are: Name of the Director Position in the Committee Designation Garima Nagpal Chairperson Whole-time Director Vipul Nagpal Member Chairman and Managing Director Garima Dhamija Member Non-Executive, Independent Director The terms of reference of the Corporate Social Responsibility Committee include the following: 1. To formulate and recommend to the Board of Directors, the CSR Policy, indicating the CSR activities to be undertaken as specified in Schedule VII of the Companies Act, 2013, as amended; 2. formulate and recommend an annual action plan in pursuance of its Corporate Social Responsibility Policy which shall list the projects or programmes undertaken, manner of execution of such projects, modalities of utilisation of funds, monitoring and reporting mechanism for the projects. 3. identify corporate social responsibility policy partners and corporate social responsibility policy programmes; 4. delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated responsibilities; 5. review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions as required for proper implementation and timely completion of corporate social responsibility programmes; 6. To recommend the amount of expenditure to be incurred on the CSR activities, at least two per cent. of the average net profits of the company made during the three immediately preceding financial years or where the company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy; 7. To monitor the CSR Policy and its implementation by the Company from time to time; 8. To perform such other functions or responsibilities and exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of Section 135 of the Companies Act, 2013, as amended and the rules framed thereunder. Risk Management Committee Our Risk Management Committee was constituted by our Board pursuant to a resolution dated May 31, 2025. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The members of the Risk Management Committee are: Name of the Director Position in the Committee Designation Vipul Nagpal Chairperson Chairman and Managing Director Vardaan Nagpal Member Whole-time Director Rohit Himatsingka Member Non-Executive, Independent Director The terms of reference of the Risk Management Committee include the following: 1. To formulate 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 Committee. b. Measures for risk mitigation including systems and processes for internal control of identified risks. 250c. Business continuity plan. 2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems; 4. To periodically review the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; 6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk Management Committee; and 7. 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 SEBI Listing Regulations. IPO Committee The IPO Committee was constituted pursuant to resolution of our Board dated March 28, 2025. The members of the IPO Committee are: Name of the Director Position in the Committee Designation Vipul Nagpal Member Chairman and Managing Director Garima Nagpal Member Whole-time Director Vardaan Nagpal Member Whole-time Director The terms of reference of the IPO Committee include the following 1. To make applications, seek clarifications, obtain approvals and seek exemptions, if necessary, from the Government of India, SEBI, the RBI, Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi, or to any other statutory or governmental authorities in connection with the Offer as may be required and accept on behalf of the Board such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions as may be required, and wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, RHP and the Prospectus; 2. To finalise, settle, approve, adopt and file the draft red herring prospectus with the SEBI, the red herring prospectus and prospectus with the SEBI, relevant stock exchanges where the equity shares are proposed to be listed, the RoC, and other regulatory authorities (including the preliminary and final international wrap, and amending, varying, supplementing or modifying the same, or providing any notices, clarifications, reply to observations, addenda, or corrigenda thereto, together with any summaries thereof as may be considered desirable or expedient), the bid cum application forms, abridged prospectus, confirmation of allocation notes and any other document in relation to the Offer as finalised by the Company, and take all such actions in consultation with the BRLMs as may be necessary for the submission and filing of the documents mentioned above, including incorporating such alterations/corrections/modifications as may be required by the SEBI, respective stock exchanges where the Equity Shares are proposed to be listed, the RoC or any other relevant governmental and statutory authorities or otherwise under applicable laws; 3. To decide in consultation with the BRLMs on the timing, pricing and all the terms and conditions of the Offer, including the price band, Offer price, Offer size, allocation/allotment to eligible persons pursuant to the Offer, including any anchor investors and to accept any amendments, modifications, variations or alterations thereto, and/or reservation on a competitive basis, and rounding off, if any, in the event of oversubscription and in accordance with applicable laws, and/or any discount to be offered to retail individual bidders or eligible employees participating in the Offer; 4. To appoint, instruct and enter into arrangements with the BRLMs, and in consultation with BRLMs appoint, and enter into agreements with intermediaries, co-managers, underwriters to the Offer, syndicate members to the Offer, brokers to the Offer, escrow collection bankers to the Offer, auditors, independent chartered accountants, refund bankers to the Offer, public offer account bankers to the Offer, sponsor bank, registrar, grading agency, industry expert, legal advisors, advertising agency(ies), monitoring agency and any other agencies or persons or intermediaries to the Offer, 251including any successors or replacements thereof, and to negotiate and finalise and amend the terms of their appointment, including but not limited to execution of the mandate letters and/ or agreements, and to terminate agreements or arrangements with such BRLMs and intermediaries; 5. To take all actions as may be necessary or authorized, in connection with the Offer for Sale, including taking on record the approval of the Selling Shareholder(s) for offering their Equity Shares including the quantum in terms of number of Equity Shares/amount offered by the Selling Shareholder(s) in the Offer for Sale, allow revision of the Offer for Sale portion in case any of the Selling Shareholders decide to revise it, in accordance with the Applicable Laws; 6. To authorise the maintenance of a register of holders of the Equity Shares; 7. To negotiate, finalise and settle and to execute where applicable and deliver or arrange the delivery of the BRLMs’ mandate or fee/ engagement letter, Offer agreement, share escrow agreement, syndicate agreement, underwriting agreement, cash escrow agreement, monitoring agency agreement, agreements with the registrar of the Offer and the advertising agency(ies) and all other documents, deeds, agreements, memorandum of understanding and other instruments, legal advisors, auditors, Stock Exchanges, BRLMs and other agencies/ intermediaries in connection with Offer and any notices, supplements, addenda and corrigenda thereto, as may be required or desirable in relation to the Offer, with the power to authorise one or more officers of the Company to negotiate, execute and deliver any or all of the these documents; 8. To open with the bankers to the Offer such accounts as may be required by the regulations issued by SEBI and operate bank accounts opened separate in terms of the escrow agreement with a scheduled bank to receive applications along with application monies, handling refunds and for the purposes set out in Section 40(3) of the Companies Act, 2013, as amended, in respect of the Offer, and to authorise one or more officers of the Company to execute all documents/deeds as may be necessary in this regard; 9. To seek, if required, the consent and/or waiver of the lenders to the Company and/or lenders to the subsidiary (if applicable), industry data provider, parties with whom the Company has entered into various commercial and other agreements, all concerned governmental and regulatory authorities in India or outside India and any other consents and/or waivers that may be required in relation to the Offer; 10. To approve any corporate governance requirements that may be considered necessary by the Board or the IPO Committee or as may be required under the Applicable Laws or the uniform listing agreement to be entered into by the Company with the relevant stock exchanges, and to approve policies to be formulated under the Companies Act, 2013, as amended and the regulations prescribed by SEBI including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, (given the proposed listing of the Company); 11. To authorise and approve, the incurring of expenditure and payment of fees, commissions, brokerage, remuneration and expenses in connection with the Offer; 12. To determine and finalise, in consultation with the BRLMs, the bid opening and bid closing dates (including bid opening and bid closing dates for anchor investors), the floor price/price band for the Offer and minimum bid lot for the purpose of bidding, (including anchor investors offer price), any revision to the price band and the final Offer price after bid closure, total number of Equity Shares to be reserved for allocation to eligible investors, approve the basis of allotment and confirm allocation/allotment of the Equity Shares to various categories of persons as disclosed in the DRHP, the RHP and the Prospectus, in consultation with the BRLMs and do all such acts and things as may be necessary and expedient for, and incidental and ancillary to the Offer including any alteration, addition or making any variation in relation to the Offer; 13. To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode representing the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and to provide for the tradability and free transferability thereof as per market practices and regulations, including listing on one or more stock exchange(s), with power to authorise one or more officers of the Company to sign all or any of the aforestated documents; 14. To authorise and approve notices, advertisements in such newspapers and other media as it may deem fit and proper in relation to the Offer, in consultation with the relevant intermediaries appointed for the Offer in accordance with the SEBI ICDR Regulations, Companies Act, 2013, as amended; 15. To do all such acts, deeds, matters and things and execute all such other documents, agreements, forms, certificates, undertakings, letters and instruments, as may deem necessary or desirable for such purpose, including without 252limitation, finalise the basis of allocation and to allot the shares to the successful allottees as permissible in law, issue of share certificates in accordance with the relevant rules; 16. to make any alteration, addition, or variation in relation to the Offer, in consultation with the BRLMs or SEBI or such other authorities as may be required, and without prejudice to the generality of the aforesaid, deciding the exact Offer structure and the exact component of issue of Equity Shares; 17. To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign agreements and/or such other documents as may be required with the National Securities Depository Limited, the Central Depository Services (India) limited and such other agencies, authorities or bodies as may be required in this connection; 18. To withdraw the draft red herring prospectus, red herring prospectus and the Offer at any stage, if deemed necessary, in accordance with the SEBI ICDR Regulations and Applicable Laws and in consultation with the BRLMs; 19. To negotiate, finalise, sign, execute, deliver and complete the offer agreement, syndicate agreement, share escrow agreement, escrow and sponsor bank agreement, underwriting agreement, agreements with the registrar to the Offer and the advertising agency(ies) and all notices, offer documents (including draft red herring prospectus, red herring prospectus and prospectus) agreements, letters, applications, other documents, papers or instruments (including any amendments, changes, variations, alterations or modifications thereto) on behalf of the selling shareholder(s) (as maybe applicable), as the case may be, in relation to the Offer. 20. To make in-principle and final applications for listing of the Equity Shares in one or more recognised stock exchange(s) in India and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchange(s); 21. To authorize and empower any director or directors of the Company or other officer or officers of the Company, including by the grant of power of attorney, declarations, affidavits, certificates, consents and authorities as may be required from time to time in relation to the Offer and to do such acts, deeds and things as such authorised person in his/her/their absolute discretion may deem necessary or desirable in connection with the issue, offer and allotment/transfer of the Equity Shares, for and on behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements as well as amendments or supplements thereto that the Authorized Officer(s) consider necessary, appropriate or advisable, in connection with the Offer, including, without limitation, engagement letter(s), memoranda of understanding, the listing agreement(s) with the stock exchange(s), the registrar agreement and memorandum of understanding, the depositories’ agreements, the offer agreement with the BRLMs (and other entities as appropriate), the underwriting agreement, the syndicate agreement with the BRLMs and syndicate members, the stabilization agreement, the share escrow agreement, the escrow and sponsor bank agreement, confirmation of allocation notes, allotment advice, placement agents, registrar to the Offer, bankers to the Company, managers, underwriters, escrow agents, accountants, auditors, legal counsel, depositories, advertising agency(ies), syndicate members, brokers, escrow collection bankers, auditors, grading agency and all such persons or agencies as may be involved in or concerned with the Offer, if any, and to make payments to or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in connection with the Offer by the BRLMs and to do or cause to be done any and all such acts or things that the Authorized Officer(s) may deem necessary, appropriate or desirable in order to carry out the purpose and intent of the foregoing resolutions for the Offer; and any such agreements or documents so executed and delivered and acts and things done by any such Authorized Officer(s) shall be conclusive evidence of the authority of the Authorized Officer and the Company in so doing.; 22. To determine the utilization of proceeds of the Fresh Issue and accept and appropriate proceeds of the Fresh Issue in accordance with the Applicable Laws; 23. To determine the price at which the Equity Shares are offered, allocated, transferred and/or allotted to investors in the Offer in accordance with applicable regulations in consultation with the BRLMs and/or any other advisors, and determine the discount, if any, proposed to be offered to eligible categories of investors; 24. To settle all questions, difficulties or doubts that may arise in regard to such issues or allotment and matters incidental thereto as it may, deem fit and to delegate such of its powers as may be deemed necessary to the officials of the Company; 25. If deemed appropriate, to invite the existing shareholders of the Company to participate in the Offer by offering for sale the Equity Shares held by them at the same price as in the Offer; 26. all actions as may be necessary in connection with the Offer, including extending the Bid/Offer period, revision of the Price Band, allow revision of the Offer for Sale portion in case any of the Selling Shareholders decide to revise it, in accordance with the Applicable Laws; and 25327. To decide all matters regarding the Pre-IPO Placement if any, including the execution of the relevant documents with the investors, in consultation with the BRLMs. [The remainder of this page has been intentionally left blank] 254Management organization chart 255Key Managerial Personnel and Senior Management Personnel Key Managerial Personnel In addition to Vipul Nagpal, our Chairman and Managing Director, Garima Nagpal and Vardaan Nagpal, our Whole-time Directors, whose details are disclosed under ‘Our Management – Brief profile of our Directors’ on page 240, the details of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set out below: Rakesh Khurmi is the Chief Financial Officer of our Company. He has been associated with our Company since April 1, 2024 and was appointed as a Chief Financial Officer from October 1, 2024. He holds a master’s degree in business administration from Punjab University. He is an associate member with the Institute of Cost and Work Accountants of India. He has over 26 years of experience in the finance industry. Prior to joining our Company, he was associated with Tikona Digital Networks and Imagicaaworld Entertainment Limited (formerly Adlabs Entertainment Limited) as a chief financial officer. He has also been associated with Reliance Jio Infocomm Limited, Bharti Infotel Limited (Airtel), Hutchison Max Telecom Limited and Spice Communications Limited. For Fiscal 2025, he was paid an aggregate compensation of ₹7.70 million. Mona Kaushik is the Company Secretary and Compliance Officer of our Company. She has been associated with our Company as a Company Secretary – finance & accounts from June 3, 2024. She holds a bachelor’s degree in law from Chaudhary Charan Sigh University, Merut. She is registered as an associate with the Institute of Companies Secretaries of India. She has over 11 years of experience in the secretarial and compliance industry. Prior to joining our Company, she was associated with Interarch Building Products Private Limited, Rajasthan Antibiotics Limited and DS Digital Private Limited. For Fiscal 2025, she was paid an aggregate compensation of ₹2.25 million. Senior Management Personnel Other than Rakesh Khurmi, our Chief Financial Officer and Mona Kaushik, our Company Secretary, our Key Managerial Personnel whose details are mentioned above, the details of our other Senior Management Personnel as on the date of this Draft Red Herring Prospectus are as set out below: Farogh Alam is the Executive Vice President - Operations. He has completed his higher education from Government Int College Ahmedabad. He has previously been associated with Mandeep Cables Private Limited and Ultratec Industries. He has over 19 years of experience in the wires and cable industry. He is responsible for managing the overall manufacturing and plant related day to day operations and new product development in our Company. For Fiscal 2025, he was paid an aggregate compensation of ₹4.47 million. Retirement and termination benefits Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management Personnel would receive any benefits on their retirement or on termination of their employment with our Company. Relationship among Key Managerial Personnel and/or Senior Management Personnel Except as disclosed in under ‘Confirmations’ on page 241, none of our Key Managerial Personnel or Senior Management Personnel are related to any of our Directors or other Key Managerial Personnel or Senior Management Personnel. Arrangements and understanding with major Shareholders, customers, suppliers or others None of our Key Managerial Personnel or Senior Management Personnel have been selected pursuant to any arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others Status of Key Managerial Personnel and Senior Management Personnel All our Key Managerial Personnel and Senior Management are permanent employees of our Company. Attrition of Key Managerial Personnel and Senior Management Personnel vis-à-vis industry The rate of attrition of our Key Managerial Personnel and Senior Management Personnel is not high in comparison to the industry in which we operate. Shareholding of Key Managerial Personnel and Senior Management Personnel Except as mentioned under ‘Shareholding of Directors in our Company’ on page 243 above, none of our Key Managerial Personnel and Senior Management Personnel hold any Equity Shares as on the date of this Draft Red Herring Prospectus. 256Service contracts with Key Managerial Personnel and Senior Management Personnel Our Key Managerial Personnel and Senior Management Personnel are governed by the terms of their appointment letters/ employment contracts and have not entered into any service contracts with our Company. Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management Personnel There is no contingent or deferred compensation payable to the Key Managerial Personnel and Senior Management Personnel, which does not form part of their remuneration. Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel Other than performance based discretionary incentives given to Rakesh Khurmi and Mona Kaushik, none of our Key Managerial Personnel and Senior Management Personnel are party to any bonus or profit-sharing plan of our Company. Interests of Key Managerial Personnel and Senior Management Personnel Other than as disclosed in “Our Management – Interest of our Directors” on page 243, our Key Managerial Personnel (other than our Directors) and our Senior Management Personnel are interested in our Company to the extent of the remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses incurred by them during the ordinary course of their service. Further, our Chairman and Managing Director, Vipul Nagpal and Whole-time Directors Garima Nagpal and Vardaan Nagpal, are interested to the extent of Equity Shares held by them, their relatives or by entities in which they are associated as a director and to the extent of benefits arising out of such shareholding. Rakesh Khurmi, Mona Kaushik and Farogh Alam, are interested in the stock options granted pursuant to the OCL ESOP Scheme 2025. Other than as disclosed in “Our Management – Interests of our Directors – Other conformations” on page 244, our Key Managerial Personnel and Senior Management Personnel have no conflict of interest with the suppliers of raw materials and third party service providers (crucial for operations of the Company). Changes in the Key Managerial Personnel or Senior Management Personnel in last three years Other than as disclosed in “Our Management – Changes to our board in last three years” on page 244, the changes in our Key Managerial Personnel and our Senior Management Personnel during the 3 years immediately preceding the date of this Draft Red Herring Prospectus, are set out below: Name Date of appointment/ resignation Reason Farogh Alam April 1, 2025 Re-designated as Executive Vice President - Operations Mona Kaushik November 30, 2024 Re-designated as Company Secretary and Compliance Officer Rakesh Khurmi October 1, 2024 Appointment as Chief Financial Officer - Finance Mona Kaushik June 3, 2024 Appointment as Company Secretary – finance & accounts Payment or benefit to officers of our Company No non-salary related amount or benefit has been paid or given within the two preceding years or intended to be paid or given to any officer of our Company, including our Directors, Key Managerial Personnel and Senior Management Personnel other than in the ordinary course of their employment. Employee Stock Option For details of the OCL ESOP Scheme 2025 implemented by our Company, see “Capital Structure –Employee Stock Option Plan” on page 104. 257OUR PROMOTERS AND PROMOTER GROUP Our Promoters Vipul Nagpal, Garima Nagpal, Vardaan Nagpal, Vipul Family Trust and Garima Family Trust are our Promoters. As on the date of this Draft Red Herring Prospectus, our Promoters collectively hold 102,034,800 Equity Shares, aggregating to 99.99% of the paid-up Equity Share capital of our Company. For details, see “Capital Structure – Details of Build-up, Contribution and Lock-in of Promoter’s Shareholding and Lock-in of other Equity Shares” on page 94. Details of our Promoters Vipul Nagpal, aged 53 years, is a Promoter, and is also the Chairman and Managing Director of our Company. He is a resident of 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India. Permanent account number: ACAPN6664M For the complete profile of Vipul Nagpal, along with details of his educational qualifications, professional experience, position/posts held in the past and directorships held, see “Our Management – Board of Directors” on page 239. Garima Nagpal, aged 47 years, is a Promoter, and is also the Whole-time Director of our Company. She is a resident of 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India. Permanent account number: AANPB3666Q For the complete profile of Garima Nagpal, along with details of her educational qualifications, professional experience, position/posts held in the past and directorships held, see “Our Management – Board of Directors” on page 239. Vardaan Nagpal, aged 23 years, is a Promoter, and is also the Whole-time Director of our Company. He is a resident of 52-6, Central Park, Prakriti Marg, Sultan Pur, Mehrauli, South Delhi, 110030, Delhi, India. Permanent account number: CFPPN8461J For the complete profile of Vardaan Nagpal, along with details of his educational qualifications, professional experience, position/posts held in the past and directorships held, see “Our Management – Board of Directors” on page 239. Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card numbers and driving license numbers of our Promoters, to the extent applicable, shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus. 258Details of our Promoter Trusts Vipul Family Trust Trust Information Vipul Family Trust was formed as a family trust pursuant to a trust deed dated November 22, 2018. The principal office of Vipul Family Trust is at 52/6, Central Park, Prakriti Marg, Sultapur, Delhi – 110 030, India. Board of Trustees The trustees of Vipul Family Trust as on the date of this Draft Red Herring Prospectus are Vipul Nagpal and Garima Nagpal. Beneficiaries of the Trust Garima Nagpal, Kian Kuber Nagpal, Vardaan Nagpal and VN Legacy Trust are the primary beneficiaries, and the lineal descendants of Kian Kuber Nagpal and Vardaan Nagpal are the secondary beneficiaries of the Vipul Family Trust. Settlor of the Trust Vipul Nagpal is the settlor of the Vipul Family Trust. Reasons for formation and objects of the Trust The trust deed constituting the Vipul Family Trust provides the objects as follows: 1. To meet any financial or non-financial needs / purpose of existing Beneficiaries of the Trust including maintenance, travel, medical, education, insurance including payment of insurance premium, marriage; 2. To ensure seamless intergenerational transfer of the trust corpus and income among the beneficiaries who are family members of the Settlor specifically mentioned in Schedule I of the Trust Deed; 3. To ensure effective succession planning mechanism and intergenerational transfer of Trust Corpus and income. Change in control of the Trust There has been no change in control of the Vipul Family Trust in the three years immediately preceding the date of this Draft Red Herring Prospectus. Garima Family Trust Trust Information Garima Family Trust was formed as a family trust pursuant to a trust deed dated November 22, 2018. The principal office of Gairma Family Trust is at 52/6, Central Park, Prakriti Marg, Sultapur, Delhi – 110 030, India. Board of Trustees The trustees of Garima Family Trust as on the date of this Draft Red Herring Prospectus are Garima Nagpal and Vipul Nagpal. Beneficiaries of the Trust Vipul Nagpal, Kian Kuber Nagpal, Vardaan Nagpal and VGN Synergy Trust are the primary beneficiaries, and the lineal descendants of Kian Kuber Nagpal and Vardaan Nagpal are the secondary beneficiaries of the Garima Family Trust. Settlor of the Trust Garima Nagpal is the settlor of the Garima Family Trust. Reasons for formation and objects of the Trust The trust deed constituting the Garima Family Trust provides the objects as follows: 1. To meet any financial or non-financial needs / purpose of existing Beneficiaries of the Trust including maintenance, travel, medical, education, insurance including payment of insurance premium, marriage; 2592. To ensure seamless intergenerational transfer of the trust corpus and income among the beneficiaries who are family members of the Settlor specifically mentioned in Schedule I of the Trust Deed; 3. To ensure effective succession planning mechanism and intergenerational transfer of Trust Corpus and income. Change in control of the Trust There has been no change in control of Garima Family Trust in the three years immediately preceding the date of this Draft Red Herring Prospectus. Other ventures of our Promoters Other than as disclosed in “Our Promoters and Promoter Group” and “Our Management” on pages 258 and 239, respectively, our Promoters are not involved in any other ventures. Change in the management and control of our Company There has been no change in control of our Company in the five years preceding the date of this Draft Red Herring Prospectus. However, Vardaan Nagpal has been identified as a Promoter pursuant to a resolution dated March 28, 2025, passed by the Board of Directors. For details in relation to the shareholding of our Promoters and Promoter Group, and changes in the shareholding of our Promoters, including in the five years preceding the date of this Draft Red Herring Prospectus, see “Capital Structure” on page 88. Interests of our Promoters Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their direct and indirect shareholding in our Company, the shareholding of their relatives; (iii) of their directorship in our Company; and (iv) of their remuneration and employment benefits for being the directors in our Company. For further details, see “Capital Structure - Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares - Build-up of Promoters’ equity shareholding in our Company” on page 94. Additionally, our Promoters may be interested in transactions entered into by our Company with them, their relatives or other entities which are controlled by our Promoters. Our Promoters are not interested as a member of a firm or company and no sum has been paid or agreed to be paid to our Promoters or to any such firm or company in cash or shares or otherwise by any person either to induce them to become, or to qualify them as, a director, or otherwise, for services rendered by such Promoters or by such firm or company in connection with the promotion or formation of our Company. Interest in property, land, construction of building and supply of machinery Our Promoters do not have an interest in any property acquired by our Company during the three preceding years immediately preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply of machinery. Payment or benefits to Promoters or Promoter Group Except as disclosed herein and as stated in “Restated Financial Information – Note 46” and “Our Management- Terms of Appointment of the Executive Directors of our Company” on pages 312 and 242, respectively, there has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date of this Draft Red Herring Prospectus. Companies or firms with which our Promoters have disassociated in the last three years Our Promoters have not dissociated themselves from any companies or firms in the three years preceding the date of this Draft Red Herring Prospectus. Sr. Name of the Promoter Name of the company/ firm Date of disassociation Reasons for and circumstances No. disassociated from leading to disassociation and terms of disassociation 1. Vipul Nagpal Mangalam Markfinvest Private June 1, 2022 Company has ceased operations Limited 2. Vipul Nagpal Orient International March 31, 2025 Firm has ceased operations 260Material guarantees As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantee to any third party with respect to the Equity Shares. Confirmations Except as disclosed below and as disclosed in “Restated Financial Information – Note 46” on page 312, our Promoters have no conflict of interest with the lessors of immovable property of the Company (crucial for operations of the Company). 1. Our Company has entered into a rent agreement dated May 1, 2025, with our Promoter, Vipul Nagpal (“Registered Office Rent Agreement”) in relation to the Registered Office of the Company for a period of eleven months from May 1, 2025 till March 31, 2026. Pursuant to the Registered Office Rent Agreement our Company has to pay ₹0.01 million per month to our Promoter, Vipul Nagpal. 2. Our Company has entered into a Rent Agreement dated May 1, 2024 with Orient Networks Private Limited, in which our Promoters, Vipul Nagpal and Garima Nagpal, hold 99% and 1% of the share capital, respectively, in relation to the Corporate Office of the Company for a period of three years from May 1, 2024 till March 31, 2027. Pursuant to the Rent Agreement, our Company has to pay ₹0.40 million per month to Orient Networks Private Limited. Our Promoters have no conflict of interest with the suppliers of raw materials and third-party service providers (crucial for operations of the Company). For further details, see “Other Regulatory and Statutory Disclosures – Prohibition by the SEBI or other governmental authorities” on page 373. Promoter Group In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below: Natural persons who are part of our Promoter Group The natural persons who are part of our Promoter Group, other than our Promoters, are as follows: Name of the Promoter Name of member of our Promoter Group Relationship with our Promoter Vipul Nagpal Garima Nagpal Spouse Darshan Lal Nagpal Father Prem Nagpal Mother Vikas Nagpal Brother Vandu Nagpal Sister Radhika Julka Sister Vardaan Nagpal Son Kian Kuber Nagpal Son Subhash Chander Bajaj Father of Spouse Usha Bajaj Mother of Spouse Gaurav Bajaj Brother of Spouse Garima Nagpal Vipul Nagpal Spouse Subhash Chander Bajaj Father Usha Bajaj Mother Gaurav Bajaj Brother Vardaan Nagpal Son Kian Kuber Nagpal Son Darshan Lal Nagpal Father of Spouse Prem Nagpal Mother of Spouse Vikas Nagpal Brother of Spouse Vandu Nagpal Sister of Spouse Radhika Julka Sister of Spouse Vardaan Nagpal Vipul Nagpal Father Garima Nagpal Mother Kian Kuber Nagpal Brother 261Entities forming part of the Promoter Group The entities forming part of our Promoter Group, are as follows*: 1. Bedrock Estates Private Limited 2. Daulat Ispat Private Limited 3. Elektron Energy Efficiency Services LLP 4. Elektron Lighting Services 5. Elektron Lighting Systems Private Limited 6. Imperial Motors 7. Orient Networks Private Limited 8. Paragon Cable India, Partnership Firm 9. Reimagine Securities Private Limited 10. Vikas Nagpal HUF 11. Vipul Nagpal HUF 12. VGN Synergy Trust 13. VN Legacy Trust * Paragon Cable (India) LLP is in the process of being struck-off and has made an application to the registrar of companies in this regard. 262OUR GROUP COMPANIES In terms of the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of “group companies”, our Company has considered (i) such companies (other than promoter(s) and subsidiaries with which there were related party transactions during the period for which Restated Financial Information is disclosed in this Draft Red Herring Prospectus, as covered under applicable accounting standards, and (ii) any other companies which are considered material by our Board. In respect of item (ii) above, our Board in its meeting held on July 10, 2025, has considered and adopted the Materiality Policy, inter alia, for identification of companies that shall be considered material and shall be disclosed as a group company in this Draft Red Herring Prospectus. In terms of the Materiality Policy, a company (other than the corporate promoters, subsidiaries and companies categorized under (i) above) shall be disclosed as a group company in the Offer Documents if : (i) such company is a member of the promoter group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations; and (ii) the Company has entered into one or more transactions with such company during the most recent financial year and stub period, if any, in respect of which Restated Financial Information are included in the Offer Documents, which cumulatively exceeds 10% of the total turnover of the Company for the last Fiscal derived from the Restated Financial Information; and (iii) any other company as may be identified as material by the Board. Accordingly, our Board has identified the following as group companies of our Company (“Group Companies”): 1. Bedrock Estates Private Limited; and 2. Orient Networks Private Limited A. Details of our Group Companies 1. Bedrock Estates Private Limited Corporate Information The registered office of Bedrock Estates Private Limited is situated at House No-8, Block-D Ashok Vihar, Ph-1, New Delhi, Delhi, India-110052. 2. Orient Networks Private Limited Corporate Information The registered office of Orient Networks Private Limited is situated at House No-8, BLK-D Ashok Vihar, PH-1, South Delhi, Delhi, India-110052. 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 top five Group Companies (based on turnover) for the previous three Fiscals, extracted from their respective audited financial statements (as applicable) are available at the following websites: Sl. No. Name of the Group Companies Website 1. Bedrock Estates Private Limited https://orientcables.in/financials/ 2. Orient Networks Private Limited https://orientcables.in/financials/ Our Company is providing a website link in relation to the Group Companies as they do not possess a website of their own, to solely to comply with the requirements specified under the SEBI ICDR Regulations. The information provided on the websites above should not be relied upon or used as a basis for any investment decision. Neither the Company, nor any of the BRLMs, 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. B. Interests of Group Companies in our Company (a) In the promotion of our Company Our Group Companies do not have any interest in the promotion of our Company. (b) In the properties acquired by our Company in the past three years preceding the filing of this Draft Red Herring Prospectus or proposed to be acquired 263Our Group Companies are not interested in the properties acquired by our Company in the three years immediately preceding the filing of this Draft Red Herring Prospectus or proposed to be acquired by our Company. (c) In transactions for acquisition of land, construction of building and supply of machinery Our Group Companies are not interested in any transactions for the acquisition of land, construction of building or supply of machinery, etc. For details in relation to our related party transactions as per the requirements under Ind AS 24, see “Restated Financial Information – Note 46” on page 312. C. Common pursuits amongst the Group Companies with our Company Orient Networks Private Limited is authorized by its memorandum of association to carry out business of company in trade, manufacturer, export, import of fibre optic cable, networking copper cable, data cable, CCTV cable, coaxial cables, control cables, earthing cables, grounding cables, instrumentation cables, round flexible cables and domestic wires. However, as on the date of this Draft Red Herring Prospectus, Orient Networks Private Limited is not engaged in any business operations. In order to avoid any instances of conflict of interest, our Company and Orient Networks Private Limited have entered into an agreement dated June 20, 2025 (the “Non-Compete Agreement”). Pursuant to the Non-Compete Agreement, Orient Networks Private Limited has agreed to (i) not carry on any business which would compete with the business of our Company and (ii) not directly or indirectly engage with our customers, suppliers and vendors. D. Related business transactions with our Group Companies and significance on the financial performance of our Company Other than the transactions appearing in the section titled “Restated Financial Information – Note 46” on page 312, there are no other related business transactions between the Group Companies and our Company. E. Litigations There are no litigations involving our Group Companies which may have a material impact on our Company. F. Business interests or other interests There are related party transactions between the Group Companies and our Company as appearing in the section titled “Restated Financial Information – Note 46” on page 312. Other than the related party transactions, our Group Companies do not have any business interest or other interest in our Company. G. Confirmations None of our Group Companies have its securities listed on any stock exchange. For further details, see “Other Regulatory and Statutory Disclosures – Particulars regarding capital issues by our Company and listed Group Companies, subsidiaries or associate entities during the last three years” on page 377. Except as stated below, our Group Companies and its directors do not have any conflict of interest with the lessors of immovable property of the Company (crucial for operations of the Company): 1. Our Company has entered into a Rent Agreement dated May 1, 2024 with Orient Networks Private Limited, in which our Chairman and Managing Director, Vipul Nagpal and Whole-time Director, Garima Nagpal, hold 99% and 1% of the share capital, respectively, in relation to the Corporate Office of the Company for a period of three years from May 1, 2024 till March 31, 2027. Pursuant to the Rent Agreement, our Company has to pay ₹0.40 million per month to Orient Networks Private Limited. 2. Our Group Companies and its directors do not have conflict of interest with the suppliers of raw materials and third party service providers (crucial for operations of the Company). There are no material existing or anticipated transactions in relation to the utilization of the Net Proceeds with our Group Companies. 264RELATED PARTY TRANSACTIONS For details of the related party transactions, as per the requirements under the applicable Indian Accounting Standards for the for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 and as reported in the Restated Financial Information, see “Restated Financial Information – Note 46” on page 312. 265DIVIDEND POLICY The declaration and payment of dividend will be recommended by our Board and/or approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association, the applicable law, including the Companies Act. The dividend distribution policy of our Company was adopted and approved by our Board in its meeting held on July 10, 2025. We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not declare dividend in the foreseeable future. In terms of our Dividend Policy, our Board shall consider, inter alia, the following internal and external parameters while declaring or recommending dividends to our Shareholders: (i) profits earned during the financial year; (ii) retained earnings; (iii) earnings outlook for the next 3 to 5 years; (iv) free cash flows; (v) expected future capital/ liquidity requirements; (vi) alternate usage of cash any acquisition/ investment opportunities or capital expenditures and resources to fund such opportunities/ expenditures, in order to generate significantly higher returns for shareholders; (vii) debt repayment schedules; and (viii) any other relevant factors and material events and such other criteria as may be deemed fit by our Board from time to time; (ix) macro-economic factors and the general business environment; (x) statutory provisions and guidelines; (xi) regulatory changes; (xii) dividend payout ratio of competitors; (xiii) technological changes; (xiv) industry growth rate; and (xv) natural calamities. In addition, our ability to pay dividends may be impacted by restrictive covenants contained in any agreement as may be entered with the lenders. For further details on restrictive covenants under our loan agreements, see “Financial Indebtedness” beginning on page 331. Our Company has not declared or paid any dividends during the for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 preceding the date of this Draft Red Herring Prospectus and from April 1, 2025 until the date of this Draft Red Herring Prospectus. Our Company may from time to time, pay interim dividends. Our past practices in relation to declaration of dividend and, or the amount of dividend paid is not necessarily indicative of our future dividend declaration. There is no guarantee that any dividends will be declared or paid on Equity Shares or with any frequency, in the future. For further details, see “Risk Factors – We cannot assure payment of dividends on the Equity Shares in the future. 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 60. 266SECTION V – FINANCIAL INFORMATION RESTATED FINANCIAL INFORMATION [The remainder of this page has been intentionally left blank] 267Independent Auditors’ Examination Report on the Restated Statement of Assets and Liabilities as at March 31, 2025 , March 31, 2024 and March 31, 2023 and Restated Statement of Profits and Losses (including other comprehensive income), Restated Statement of Cash Flows and Restated Statement of Changes in Equity, the Statement of Material Accounting Policies, and other explanatory information for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 of Orient Cables (India) Limited {Formerly known as Orient Cables (India) Private Limited} (collectively, the “Restated Financial Information”) The Board of Directors, Orient Cables (India) Limited {Formerly known as Orient Cables (India) Private Limited} House No.8 BLK-D Second Floor, Ashok Vihar PH-1, New Delhi-110052, India. Dear Sirs/Madam, 1. We have examined, the attached Restated Financial Information of Orient Cables (India) Limited, {Formerly known as Orient Cables (India) Private Limited} (the “Company” or the “Issuer”), comprising the Restated Balance sheet as at March 31, 2025, March 31 2024, and March 31, 2023, the Restated Statement of Profit and Loss (including other comprehensive income /loss), the Restated Statement of Changes in Equity, the Restated Statement of Cash Flows for the years ended March 31, 2025, March 31 2024, and March 31, 2023, and the Summary of Material Accounting Policies, and other explanatory information (collectively, the “Restated Financial Information”) for the purpose of inclusion in the Draft Red Herring Prospectus (“DRHP”), prepared by the Company in connection with its proposed Initial Public Offer (“IPO”) of equity shares of face value of Rs. 1/- each of the Company (“Equity Shares”) comprising a fresh issue of Equity Shares and an offer for sale of Equity Shares held by the Promoter Selling Shareholder (the “Offer”). The Restated Financial Information, which has been approved by the Board of Directors of the Company at their meeting held on July 10, 2025, have been prepared in accordance with the requirements of: (a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”); (b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("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 management of the Company is responsible for the preparation of the Restated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India (“SEBI”) and the stock exchanges where the equity shares of the Company are proposed to be listed (“Stock Exchanges”), in connection with the proposed Offer. The Restated Financial Information has been prepared by the management of the Company on the basis of preparation stated in note 3 of Annexure V of the Restated Financial Information. The responsibility of the management of the Company, includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Information. The management of the Company is also responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note. 3. We have examined such Restated Financial Information taking into consideration: (a) the terms of reference and terms of our engagement agreed upon with you in accordance with our engagement letter dated November 19, 2024 in connection with the proposed Offer of the Company; (b) the Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI; (c) concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Information; and (d) the requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the Offer. 4. These Restated Financial Information have been compiled by the management from: 268a) the audited Ind AS financial statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024 prepared in accordance with the Ind AS as prescribed under Section 133 of the Act read with relevant rules thereunder and the other accounting principles generally accepted in India (the “Ind AS Financial Statements”), which have been approved by the Board of Directors at their meeting held on June 12, 2025 and September 26, 2024 respectively. b) the audited special purpose Ind AS financial statements of the Company as at and for the year ended March 31, 2023 (the “2023 Special Purpose Ind AS Financial Statements”) prepared in accordance with basis described in Note 3 of the Restated Financial Information, which have been approved by the Board of Directors at their meeting held on June 12, 2025. The Company has adopted applicable Ind AS standards from the earliest reporting period in the Restated Financial Information and the adoptions were carried out in accordance with Ind AS 101 – First time adoption of Indian Accounting Standards for the purposes of IPO. The transition was carried out from Accounting Standards as prescribed under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, which was the previous GAAP due to which the 2023 Special Purpose Ind AS financial Statements were prepared for the purposes of proposed IPO of the Company. 5. M/s S K Agarwal & Associates, Chartered Accountants have audited the 2023 Special Purpose Ind AS financial statements prepared by the Company in accordance with the Ind AS for the limited purpose of complying with the requirement of getting its financial statements audited by an audit firm holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI as required by ICDR Regulations in relation to proposed IPO. M/s S K Agarwal & Associates, Chartered Accountants have issued their report dated June 12, 2025 on these special purpose financial information to the Board of Directors who have approved these special purpose financial information in their meeting held on June 12, 2025 . 6. For the purpose of our examination, we have relied on: a) Auditor’s report issued by us dated June 12, 2025 and September 26, 2024 on the Ind AS Financial Statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024 respectively as referred to in paragraph 4(a) above. b) Auditors’ report issued by S K Agarwal & Associates dated June 12, 2025 on the 2023 Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023 as referred in paragraph 4(b) above. The special purpose audits for the financial years ended March 31, 2023 was conducted by the S K Agarwal & Associates, and accordingly reliance has been placed on the restated statement of assets and liabilities and the restated statements of profit and loss (including other comprehensive income), statements of changes in equity and cash flow statements, the Summary statement of Significant Accounting Policies, and other explanatory information (collectively, the “2023 Restated Financial Information”) examined by them for the said years. The examination report included for the said year is based solely on the report submitted by the S K Agarwal & Associates. They have also confirmed that the 2023 Restated Financial Information: i) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping /reclassification retrospectively in the financial year ended March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping / classifications followed as at and for the financial year ended March 31, 2025. ii) does not contain any qualifications requiring adjustments; and iii) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 7. As indicated in audit reports referred above, in para 5, we report the following – i. Other Matter The statutory audit of financial statements of the Company as at and for the year ended March 31, 2023 which were prepared in accordance with the Indian GAAP and approved by the Board of Directors in their meeting held on September 04, 2023, was conducted by M/s V M Gupta & Associates who have expressed an unmodified opinion thereon vide their report dated September 04, 2023. We have carried out an audit of the Special Purpose Ind AS Financial Statements for the limited purpose of complying with the requirement under the SEBI ICDR Regulations in respect of the financial statements being audited by an audit firm holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI. 269Our opinion on the Restated Financial Information is not modified in respect of the above matter. 8. Based on our examination and according to the information and explanations given to us, we report that the Restated Financial Information: (a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the financial year ended March 31, 2025. (b) does not contain any qualifications requiring adjustments; and (c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note. 9. The Restated Financial Information does not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited Ind AS financial statements and audited special purpose Ind AS financial statements mentioned in paragraph 4 above. 10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us (or the previous auditors), nor should this report be construed as a new opinion on any of the financial statements referred to herein. 11. We have no responsibility to update our report for events and circumstances occurring after the date of the report. 12. Our report is intended solely for the use of the Board of Directors for inclusion in the DRHP to be filed with SEBI and the Stock Exchanges, in connection with the IPO. Our report should not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. For, Khandelwal Jain & Co. Chartered Accountants Firm Registration Number: 105049W Ravi Dakliya Partner Membership No.: 304534 UDIN: 25304534BMJAOJ1942 Place: Bhiwadi Date: July 10, 2025 270ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE I - RESTATED STATEMENT OF ASSETS AND LIABILITIES (All amounts are in INR millions, unless otherwise stated) As at As at As at Note Particulars March 31, 2025 March 31, 2024 March 31, 2023 No. ASSETS Non-current Assets (a) Property, Plant and Equipment 5 1,309.49 563.83 453.41 (b) Capital Work In Progress 6 25.39 231.73 72.77 (c) Right-of-Use Assets 7 18.27 2.11 6 .53 (d) Intangible Assets 8 1.71 2.04 2 .37 (e) Financial Assets (i) Others 9 95.37 17.52 1 .14 (f) Other Non-Current Assets 10 2 30.31 26.14 - Total Non-Current Assets 1,680.54 843.37 536.22 Current Assets (a) Inventories 11 7 27.54 403.53 344.21 (b) Financial Assets (i) Investments 12 74.86 68.83 30.09 (ii) Trade Receivables 13 1,621.68 1,364.09 1,180.56 (iii) Cash and Cash Equivalents 14 14.53 79.51 45.59 (iv) Bank Balances other than (iii) above 15 0.83 70.61 117.27 (v) Others 16 72.39 35.54 12.45 (c) Current Tax Assets (Net) 17 - 0.12 0 .57 (d) Other Current Assets 18 79.51 66.58 98.87 Total Current Assets 2,591.34 2,088.81 1,829.61 Total Assets 4,271.88 2,932.18 2,365.83 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 19 102.04 10.20 10.20 (b) Other Equity 20 1,704.68 1,265.23 865.38 Total Equity 1,806.72 1,275.43 875.58 Liabilities Non-current Liabilities (a) Financial Liabilities (i) Borrowings 21 2 74.49 33.65 58.27 (ii) Lease Liabilities 7 10.93 1.53 2 .41 (b) Provisions 22 13.38 8.72 5 .94 (c) Deferred Tax Liabilities (Net) 23 12.65 1.53 11.92 Total Non-Current Liabilities 3 11.45 45.43 78.54 Current Liabilities (a) Financial Liabilities (i) Borrowings 24 8 60.01 333.66 314.70 (ii) Lease Liabilities 7 7.26 0.88 4 .44 (iii) Trade Payables 25 (A) total outstanding dues of micro enterprises and 1 89.88 53.94 86.98 small enterprises ; and (B) total outstanding dues of creditors other than 1,010.99 1,114.22 947.24 micro enterprises and small enterprises. (iv) Others 26 45.44 42.38 44.98 (b) Other Current Liabilities 27 28.98 18.34 12.65 (c) Provisions 28 1.96 1.16 0 .72 (d) Current Tax Liabilities (Net) 29 9.19 46.74 - Total Current Liabilities 2 ,153.71 1,611.32 1,411.71 Total Equity and Liabilities 4,271.88 2,932.18 2,365.83 The above Annexure should be read with the Basis of Preparation and Material Accounting Policies appearing in Annexure V, Notes to the Restated Financial Information in Annexure VI and Statement of Adjustments to the Restated Financial Information appearing in Annexure VII. As per our report of even date For Khandelwal Jain & Co. For and on behalf of the Board of Orient Cables (India) Limited Chartered Accountants Firm Registration No. 105049W Vipul Nagpal Garima Nagpal Chairman and Managing Director Whole Time Director Ravi Dakliya DIN: 00469000 DIN: 01886696 Partner Membership No. 304534 Mona Kaushik Rakesh Khurmi Place: Bhiwadi 271 Company Secretary and compliance officer Chief Financial Officer Date: July 10, 2025 M.No. ACS 25230 PAN : AFFPK3422GORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE II - RESTATED STATEMENT OF PROFIT AND LOSS (All amounts are in INR millions, unless otherwise stated) Sr. Note For the year ended For the year ended For the year ended Particulars No. No. March 31, 2025 March 31, 2024 March 31, 2023 INCOME I Revenue from operations 30 8,249.58 6,577.67 5,436.78 II Other Income 31 69.05 72.12 24.16 III Total Income (I+II) 8,318.63 6,649.79 5,460.94 IV EXPENSES Cost of Material Consumed 32 6,559.02 5,244.30 4,119.37 Changes in inventories of finished goods, Stock-in -Trade and Work-in- 33 (113.58) (85.14) 135.68 Progress Employee Benefits Expense 34 429.32 308.55 245.76 Finance Costs 35 124.97 55.67 56.01 Depreciation and amortization expenses 36 65.56 61.10 52.78 Other Expenses 37 536.24 521.72 502.63 Total Expenses (IV) 7,601.53 6,106.20 5,112.23 V Profit / (Loss) before exceptional items and tax (III-IV) 717.10 543.59 348.71 VI Exceptional Items - - - VII Profit / (loss) before tax (V-VI) 717.10 543.59 348.71 VIII Tax expense (1) Current Tax 1 72.51 1 53.03 88.42 (2) Deferred Tax 11.68 (10.13) 0.70 IX Profit / (Loss) for the year (VII-VIII) 532.91 400.69 259.59 X Other Comprehensive Income ('OCI') (A) Items that will not be reclassified to profit or loss - Remeasurements gain/(loss) on defined benefits plans (2.18) (1.12) 0.05 - Tax impact on above item 0.55 0.28 0.01 (B) Items that will be reclassified to profit or loss - - - Other Comprehensive Income for the year (net of tax) (1.63) (0.84) 0.06 XI Total Comprehensive Income for the year (IX+X) 531.28 399.85 259.65 XII Earning Per Share (face value per share Rs. 1/- each) 38 Basic (In Rs.) 5.22 3.93 2.54 Diluted (In Rs.) 5.22 3.93 2.54 The above Annexure should be read with the Basis of Preparation and Material Accounting Policies appearing in Annexure V, Notes to the Restated Financial Information in Annexure VI and Statement of Adjustments to the Restated Financial Information appearing in Annexure VII. As per our report of even date For Khandelwal Jain & Co. For and on behalf of the Board of Orient Cables (India) Limited Chartered Accountants Firm Registration No. 105049W Vipul Nagpal Garima Nagpal Chairman and Managing Director Whole Time Director Ravi Dakliya DIN: 00469000 DIN: 01886696 Partner Membership No. 304534 Mona Kaushik Rakesh Khurmi Place: Bhiwadi Company Secretary and compliance officer Chief Financial Officer Date: July 10, 2025 M.No. ACS 25230 PAN : AFFPK3422G 272ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE III - RESTATED STATEMENT OF CHANGES IN EQUITY (All amounts are in INR millions, unless otherwise stated) (A) Equity Share Capital Particulars Amount Balance as at March 31, 2022 10.20 Changes in Equity Share Capital due to prior period errors - Restated balance as at April 01, 2022 10.20 Changes in equity share capital during the year - Balance as at March 31, 2023 10.20 Changes in Equity Share Capital due to prior period errors - Restated balance as at April 01, 2023 10.20 Changes in equity share capital during the year Balance as at March 31, 2024 10.20 Changes in Equity Share Capital due to prior period errors - Restated balance as at April 01, 2024 10.20 Changes in equity share capital during the year 91.84 Balance as at March 31, 2025 102.04 (B ) Other Equity Reserves and Surplus Particulars Total Retained Earnings Securities Premium As at March 31, 2022 600.38 5.35 605.73 Changes in accounting policy or prior period errors - - - Restated balance as at April 01, 2022 600.38 5.35 605.73 Profit/(Loss) for the year 259.59 - 259.59 Other Comprehensive Income/ (Loss) for the year 0.06 - 0.06 (Remeasurements gain/(loss) on defined benefits plans) Total Comprehensive Income/(Loss) for the year 259.65 - 259.65 Issued during the year - - - Transfer to retained earnings - - - As at March 31, 2023 860.03 5.35 865.38 Changes in accounting policy or prior period errors - - - Restated balance as at April 01, 2023 860.03 5.35 865.38 Profit/(Loss) for the year 400.69 - 400.69 Other Comprehensive Income/ (Loss) for the year (0.84) - ( 0.84) (Remeasurements gain/(loss) on defined benefits plans) Total Comprehensive Income/(Loss) for the year 399.85 - 399.85 Issued during the year - - - Transfer to retained earnings - - - As at March 31, 2024 1,259.88 5.35 1,265.23 Changes in accounting policy or prior period errors - - - Restated balance as at April 01, 2024 1,259.88 5.35 1,265.23 Profit/(Loss) for the year 532.91 - 532.91 Bonus Share issued during the year (91.84) - (91.84) Other Comprehensive Income/ (Loss) for the year (1.63) - ( 1.63) (Remeasurements gain/(loss) on defined benefits plans) Total Comprehensive Income/(Loss) for the year 439.45 - 439.45 Issued during the year - - - Transfer to retained earnings - - - As at March 31, 2025 1,699.33 5.35 1,704.68 The above Annexure should be read with the Basis of Preparation and Material Accounting Policies appearing in Annexure V, Notes to the Restated Financial Information in Annexure VI and Statement of Adjustments to the Restated Financial Information appearing in Annexure VII. As per our report of even date For Khandelwal Jain & Co. For and on behalf of the Board of Orient Cables (India) Limited Chartered Accountants Firm Registration No. 105049W Ravi Dakliya Vipul Nagpal Garima Nagpal Partner Chairman and Managing Director Whole Time Director Membership No. 304534 DIN: 00469000 DIN: 01886696 Mona Kaushik Rakesh Khurmi Place: Bhiwadi Company Secretary and compliance officer Chief Financial Officer Date: July 10, 2025 M.No. ACS 25230 PAN : AFFPK3422G 273ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE IV - RESTATED STATEMENT OF CASH FLOWS (All amounts are in INR millions, unless otherwise stated) Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Cash Flow from Operating Activities Net profit / (loss) before tax 7 17.10 5 43.59 348.71 Adjustment for : Depreciation and Amortization 6 5.56 61.10 52.77 Finance Cost 1 23.69 5 5.23 5 5.08 Interest on Lease Liabilities 1 .28 0 .44 0.94 (Gain)/loss on foreign currency transaction and translation (net) ( 36.00) ( 35.15) ( 6.28) Gain/Loss on Fair Valuation of Financial Instrument at FVTPL ( 6.03) (3.74) ( 0.09) Impairment allowance for trade receivables considered doubtful 2 .35 7.95 - Gain on fair valuation of Security Deposit ( 0.20) (0.10) ( 0.11) Gain on Lease Termination ( 0.37) - - Bad Debts Written off - 1.24 1.29 Loss/(Gain) on discard of PPE ( 1.02) 1.39 - Interest Income ( 3.47) (9.22) ( 4.75) Profit on sale of investment ( 0.08) - - - 1 45.71 7 9.14 98.85 Operating cash flow before changes in working capital 8 62.81 622.73 447.56 Changes in Working Capital: Trade & Other Receivables ( 483.27) (170.14) ( 425.19) Inventories ( 324.00) ( 59.33) ( 0.67) Trade Payables & Other Current Liabilities 51.67 1 32.28 262.71 Provisions 4.89 2 .10 1.32 (750.71) (95.09) (161.83) Net cash generated from operations before tax 1 12.10 527.64 285.73 Taxation (209.95) ( 105.83) ( 87.75) Net Cash from/(used) in Operating Activities (A) ( 97.85) 421.81 197.98 Cash Flow from Investing Activites Purchase of Property, Plant and Equipment ( 600.97) (327.12) ( 138.58) Sale of Property, Plant and Equipment 2.48 - - (Increase)/Decrease in Fixed Deposits (having original maturity of more than 3Months) ( 7.02) 31.12 (24.18) Purchase of Investments 0.08 ( 35.00) (30.00) Interest Income 7.20 4 .12 4.48 Net Cash from/(used) in Investing Activities (B) ( 598.23) (326.88) ( 188.28) Cash Flow from Financing Activities Payment of Lease Liabilities - Principal portion ( 4.28) (4.44) ( 4.53) Payment of Lease Liabilities - Interest portion ( 1.28) (0.44) ( 0.94) Proceeds/(Repayment) of Long Term Borrowings 240.84 ( 24.61) 1 9.49 Proceeds/(Repayment) of Short Term Borrowings 526.35 18.95 6.46 Proceeds/(Repayment) of Other Loans - - - Interest Paid ( 130.53) ( 50.48) (55.66) Net Cash from/(used) in Financing Activities (C) 6 31.10 ( 61.02) (35.18) - Net Increase/(Decrease) in Cash & Cash Equivalents during the Year (A+B+C) ( 64.98) 33.91 ( 25.48) Add: Cash & Cash Equivalents as at beginning of the Year 79.51 4 5.60 71.07 Cash & Cash Equivalents as at the end of the Year (refer Note No. 14) 14.53 7 9.51 45.59 Notes: 1. The above Statement of Cash flows has been prepared under the “Indirect Method” as set out in Indian Accounting Standard-7 “Statement of Cash Flows”. 2. Figures in brackets represents cash outflows. 3. Components of cash and cash equivalents :- Particulars As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Cash on hand 0 .35 0.81 0 .41 Balances with scheduled Banks - In Current Accounts 14.18 5 8.52 45.18 - In Fixed Deposits 0-3 months - 2 0.18 - Cash & Cash Equivalents 14.53 7 9.51 45.59 The above Annexure should be read with the Basis of Preparation and Material Accounting Policies appearing in Annexure V, Notes to the Restated Financial Information in Annexure VI and Statement of Adjustments to the Restated Financial Information appearing in Annexure VII. Changes in liabilities arising from financing activities during the year ended March 31, 2025 Particulars Current Non Current Borrowings Borrowings Opening Balance 333.66 3 3.65 Cash Flows 526.35 240.84 Classification/non cash expenses - - Closing Balance 8 60.01 2 74.49 Changes in liabilities arising from financing activities during the year ended March 31, 2024 Particulars Current Non Current Borrowings Borrowings Opening Balance 314.70 5 8.27 Cash Flows 18.96 (24.62) Classification/non cash expenses - - Closing Balance 3 33.66 33.65 Changes in liabilities arising from financing activities during the year ended March 31, 2023 Particulars Current Non Current Borrowings Borrowings Opening Balance 308.24 38.78 Cash Flows 6.46 1 9.49 Classification/non cash expenses - - Closing Balance 3 14.70 58.27 As per our report of even date For and on behalf of the Board of Orient Cables (India) Limited For Khandelwal Jain & Co. Chartered Accountants Firm Registration No. 105049W Vipul Nagpal Garima Nagpal Chairman and Managing Director Whole Time Director Ravi Dakliya DIN: 00469000 DIN: 01886696 Partner Membership No. 304534 Mona Kaushik Rakesh Khurmi Place: Bhiwadi Company Secretary and compliance officer Chief Financial Officer Date: July 10, 2025 M.No. ACS 25230 PAN : AFFPK3422G 274ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies 1. CORPORATE INFORMATION Orient Cables (India) Limited {Formerly known as Orient Cables (India) Private Limited} ‘the Company’ is a public limited company domiciled and incorporated in India under the provisions of the Companies Act, (‘the Act’) applicable in India. The registered office of the Company is located at Second floor, House No. 8, Block D, Ashok Vihar Phase-1 New Delhi 110052, Established on September 15, 2005. The Company is engaged in manufacturing and sale of cables (including Networking Cables , Power Cables , Optical Fiber Cables etc) and allied products. Pursuant to resolution passed by the Members in the Extraordinary General Meeting dated November 25, 2024 and as approved by Registrar of the Company w.e.f. December 13, 2024 the Company has been converted from Private Limited Company into a Public Limited Company including adoption of new Memorandum of Association and new Articles of Association as applicable to Public Company in place of existing Memorandum of Association and Articles of Association of the Company. 2. RECENT PRONOUNCEMENTS Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On 07 May 2025, MCA issued the Companies (Indian Accounting Standards) Amendment Rules, 2025, which made certain amendments to Ind AS 21 The Effects of Changes in Foreign Exchange Rates, effective from April 01, 2025. These amendments define currency exchangeability, provide guidance on estimating spot exchange rates when a currency is not exchangeable and include related disclosure requirements. The Company does not expect this amendment to have any significant impact on its financial statement. 3. BASIS OF PREPARATION OF RESTATED FINANCIAL INFORMATION 3.1 Basis of Preparation The restated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated information of profit and loss (including other comprehensive income), the restated information of changes in equity and the restated information of cash flows for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and restated other financial information (together referred as 'Restated Financial Information') has been prepared under Indian Accounting Standards ('Ind AS') notified under Section 133 of the Companies Act, 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act, to the extent applicable. The Restated Financial Information has been prepared by the management in connection with the proposed listing of equity shares of the Company by way of Initial Public Offering ("IPO"), to be filed by the Company with the Securities and Exchange Board of India, Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”) and the concerned Stock Exchange in accordance with the requirements of: (i) Section 26 of part I of Chapter III of the Companies Act, 2013, as amended ("the Act"); 275ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies (ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("the SEBI ICDR Regulations") issued by the Securities and Exchange Board of India ("SEBI'') from time to time; (iii) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ('ICAI') The accounting policies, as set out in the following paragraphs of this note, have been consistently applied, by the Company, to all the periods presented in the said Financial Statements. The preparation of the said Financial Statements requires the use of certain critical accounting estimates and judgements. It also requires the management to exercise judgement in the process of applying the Company’s accounting policies. The areas where estimates are significant to the Financial Statements, or areas involving a higher degree of judgement or complexity, are disclosed in Note no. 39. The Financial Statements are based on the classification provisions contained in Ind AS 1, ‘Presentation of Financial Statements’ and division II of schedule III of the Companies Act 2013. Further, for the purpose of clarity, various items are aggregated in the statement of profit and loss and balance sheet. Nonetheless, these items are dis-aggregated separately in the notes to the Financial Statements, where applicable or required. All the amounts included in the Financial Statements have been rounded off to the nearest Lakhs upto two decimals, as required by General Instructions for preparation of Financial Statements in Division II of Schedule III to the Companies Act, 2013, except per share data and unless stated otherwise. The Restated Financial Information of the Company have been prepared to comply in all material respects with the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended, presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements and other relevant provisions of the Act. The Restated Financial Information have been compiled by the Management from: A. The audited Ind AS Financial Information of the Company as at and for the year ended March 31, 2025 and March 31, 2024 (“Audited Financial Statements” )prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025 and September 26, 2024 respectively. B. The audited special purpose Ind AS Financial Information of the Company as at and for the year ended March 31, 2023 (“2023 Special Purpose Ind AS Financial Statements”) prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025. 276ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies For the purpose of the 2023 Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, the transition date is considered as April 01, 2021 which is different from the transition date adopted by the Company at the time of first time transition to Ind AS ( i.e. April 01, 2022) for the purpose of Statutory Ind AS Financial Statements as required under Companies Act, 2013 , as amended. Accordingly, the Company has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on April 01, 2021 for these 2023 Special Purpose Ind AS Financial Statements, as initially adopted on transition date i.e. April 01, 2022. As such, the financial statements for the year ended March 31, 2023 are 2023 Special Purpose Ind AS Financial Statements of the Company prepared considering the accounting principles stated in Ind AS, as adopted by the Company and described in subsequent paragraphs. These Special Purpose Ind AS Financial Statements have been prepared for preparation of Restated Financial Information for inclusion in Draft Red Herring Prospectus (the “DRHP”) in relation to the proposed listing of equity shares of the Company by way of IPO, to be filed by the Company with the Securities and Exchange Board of India, and the concerned Stock Exchanges. As such, these 2023 Special Purpose Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended. Further, since the statutory date of transition to Ind AS is April 01, 2022, and these Special Purpose Ind AS Financial Statements have been prepared considering a transition date April 01, 2021, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different from the balances considered on the statutory date of transition to Ind AS on April 01, 2022, due to such early application of Ind AS principles with effect from April 01, 2021 as compared to the date of statutory transition. The Restated Financial Information has been compiled by the Company from the Audited Financial Statements and Special Purpose Ind AS Financial Information of the Company and: a. have been made after incorporating adjustments for the changes in accounting policies, if any, retrospectively irrespective financial years to reflect the same accounting treatment as per changed accounting policies for all the reporting periods; b. have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate; c. Other remarks / comments in the Annexure to the Auditor's report on the financial statements of the Company which do not require any corrective adjustments in the Restated Financial Information are disclosed in Annexure VII of the Restated Financial Information; d. 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 financial statements of the Company as at and for the year ended March 31, 2025 prepared under Ind AS and the requirements of the SEBI Regulations, and e. the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective years to which they relate. 277ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies The Restated Financial Information have been approved by the Board of Directors on July 10, 2025. 3.2 Functional and presentation currency Items included in the Restated Financial Information of each of the Company's entities are measured using the currency of the primary economic environment in which the entity operates ('the functional Currency'). The Restated Financial Information are presented in Indian rupee (INR), which is also the Company's functional currency. All amounts have been rounded-off to the nearest million, up to two places of decimal, unless otherwise indicated. Amounts having absolute value of less than INR 5,000 have been rounded and are presented as INR 0.00 millions in the Restated Financial Information. 3.3 Basis of measurement The restated financial information has been prepared on the historical cost basis except for the certain Financial Instruments which are measured at fair value or amortized cost at the end of each reporting year. Historical cost is generally based on fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Items Measurement basis Certain financial assets (except trade receivables and contract Fair value assets which are measured at transaction cost) and liabilities (including derivative) Defined benefits liability Present value of defined benefits obligations These Restated Financial Information do not reflect the effects of events that occurred subsequent to the date of board meeting in which the Restated Financial Information is approved. The statement of operating cash flows have been prepared under indirect method. 3.4 Historical Cost Convention The Restated Financial Information have been prepared on the accrual and going concern basis, and the historical cost convention except where the Ind AS requires a different accounting treatment. The principal variations from the historical cost convention relate to financial instruments classified as fair value for the followings: (a) certain financial assets and liabilities and contingent consideration that is measured at fair value; (b) assets held for sale measured at fair value less cost to sell; (c) defined benefit plans plan assets measured at fair value; and Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. 3.5 Use of estimates and judgements 278ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies The preparation of these Restated Financial Information in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the Restated Financial Information and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, and future periods are affected. 3.6 Current versus non-current classification The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification. An asset is treated as current when it is: a) Expected to be realised or intended to be sold or consumed in normal operating cycle b) Held primarily for the purpose of trading, or c) Expected to be realised within twelve months after the reporting period other than for (a) above, or d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: a) It is expected to be settled in normal operating cycle b) It is held primarily for the purpose of trading c) It is due to be settled within twelve months after the reporting period other than for (a) above, or d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period All other liabilities are classified as non-current. 3.7 Fair Value Measurement The Company 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. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company 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. 279ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies The Company categorizes assets and liabilities measured at fair value into one of three levels as follows: ➢ Level 1 — Quoted (unadjusted): This hierarchy includes financial instruments measured using quoted prices. ➢ Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ➢ Level 3 - They are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company’s assumptions about pricing by market participants. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. 4. SUMMARY OF MATERIAL ACCOUNTING POLICIES INFORMATION 4.1. Property Plant and Equipment (‘PPE’) An item is recognized as an asset, if and only if, it is probable that the future economic benefits associated with the item will flow to the Company and its cost can be measured reliably. PPE are stated at actual cost less accumulated depreciation and impairment loss, if any. Actual cost is inclusive of freight, installation cost, duties, taxes and other incidental expenses for bringing the asset to its working conditions for its intended use (net of tax credit, if any) and any cost directly attributable to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended by the Management. It includes professional fees and borrowing costs for qualifying assets. Property, Plant and Equipment and intangible assets are not depreciated or amortized once classified as held for sale. Significant Parts of an item of PPE (including major inspections) having different useful lives & material value or other factors are accounted for as separate components. All other repairs and maintenance costs are recognized in the statement of profit and loss as incurred. Depreciation of these PPE commences when the assets are ready for their intended use. The estimated useful lives and residual values are reviewed on an annual basis and if necessary, changes in estimates are accounted for prospectively. Depreciation on subsequent expenditure on PPE arising on account of capital improvement or other factors is provided for prospectively over the remaining useful life. Depreciation is provided pro-rata to the period of use on the straight line method based on the estimated useful life of the assets. The residual values are not more than 5% of the original cost of the assets. The useful life of property, plant and equipment are as follows: - Asset Class Useful Life Building 30 Years Computer 3 Years 280ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies Plant & Machinery -Double Shift 8 Years Plant & Machinery – Single Shift 15 Years Vehicles 8 Years Furniture & Fixtures 8 Years Office Equipment’s (a) 8 Years Computer Software 8 Years Note: a. For these classes of assets based on internal assessment and technical evaluation, the management believes that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of Companies Act 2013. b. Depreciation on the amount capitalized on up-gradation of the existing assets is provided over the balance life of the original asset. c. An item of PPE is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss. 4.2. Intangible Assets and amortization Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortization and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalized as a part of the cost of the intangible assets. Amortization periods and methods: Intangible assets are amortized on straight line basis over a period ranging between 5-10 years which equates its economic useful life. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is different from previous estimates, the change is accounted for prospectively as a change in accounting estimate. ➢ De-recognition of intangible assets An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in the Statement of Profit and Loss when the asset is derecognized. a. Intangible assets under development All costs incurred in development, are initially capitalized as Intangible assets under development - till the time these are either transferred to Intangible Assets on completion or expensed as Software Development cost (including allocated depreciation) as and when determined of no further use. 281ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies 4.3. 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. The financial instruments are recognized in the balance sheet when the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial instruments at initial recognition. Financial Assets Initial recognition and measurement All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in following categories based on business model of the entity: • Debt instruments at amortized cost. • Debt instruments at fair value through other comprehensive income (FVTOCI). • Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL). • Equity instruments measured at fair value through other comprehensive income (FVTOCI). Debt instruments at amortized cost A ‘debt instrument’ is measured at the amortized 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. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Debt instrument at FVTOCI A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met: a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and 282ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies b) The asset’s contractual cash flows represent SPPI Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method. Debt instrument at FVTPL Any debt instrument, that 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’). The Company has not designated any debt instrument as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L. Equity investments (Other than investment in subsidiary) All other equity investments are measured at fair value. For 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. This amount is not recycled from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Financial assets are measured at fair value through profit or loss unless they are measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in Statement of Profit and Loss. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss. Investments in Mutual Funds Investments in mutual funds are measured at fair value through profit or loss (FVTPL) Cash and cash equivalents 283ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. De-recognition A financial asset is de-recognized only when • The Company has transferred the rights to receive cash flows from the financial asset or • retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. Where the Company has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de- recognized. Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is de-recognized if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset. Impairment of financial assets The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix considers historical credit loss experience and is adjusted for forward looking information. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). Financial liabilities Financial liabilities and equity instruments issued by the company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Initial recognition and measurement Financial liabilities are recognized when the company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortized cost unless at initial recognition, they are classified as fair value through profit and loss. 284ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies Subsequent measurement Financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognized in the statement of profit and loss. Trade and Other Payables These amounts represent liabilities for goods and services provided to the Company prior to the end of financial period which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. 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 profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Financial Guarantee Contracts Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization. Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. 4.4. Impairment of Non-Financial Assets The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an assets or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. 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. In determining fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss. 285ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies A previously recognized impairment loss (except for goodwill) is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited to the carrying amount of the asset. 4.5. Inventories a) Basis of valuation: 1. Inventories including work-in-progress, other than scrap materials are valued at lower of cost and net realizable value after providing cost of Obsolescence, if any. The cost is determined using weighted average cost method. 2. Inventory of scrap materials have been valued at net realizable value. b) Method of valuation: 1. Cost of raw materials comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition. 2. Cost of finished goods and work-in-progress includes direct fixed and variable production overheads and indirect taxes as applicable. Fixed production overheads are allocated on the basis of normal capacity of production facilities. 3. Cost of traded goods comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition. 4. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. 4.6. Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying asset are capitalized as part of cost of such asset. Other borrowing costs are recognized as an expense in the period in which they are incurred. Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds. 4.7. Investments in subsidiaries, associates and joint ventures The Company records the investments in subsidiaries, associates and joint ventures at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. When the Company issues financial guarantees on behalf of subsidiaries, initially it measures the financial guarantees at their fair values and subsequently measures at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization. 286ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies The Company records the initial fair value of financial guarantee as deemed investment with a corresponding liability recorded as deferred revenue. Such deemed investment is added to the carrying amount of investment in subsidiaries. Deferred revenue is recognized in the Statement of Profit and Loss over the remaining period of financial guarantee issued. The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. 4.8. Foreign Currency Transactions The functional currency of the Company is Indian Rupees which represents the currency of the economic environment in which it operates. Transactions in currencies other than the Company’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary items denominated in foreign currency at the year end and not covered under forward exchange contracts are translated at the functional currency spot rate of exchange at the reporting date. Any income or expense on account of exchange difference between the date of transaction and on settlement or on translation is recognized in the profit and loss account as income or expense. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation difference on such assets and liabilities carried at fair value are reported as part of fair value gain or loss. In case of forward exchange contracts, the premium or discount arising at the inception of such contracts is amortized as income or expense over the life of the contract. Further exchange difference on such contracts i.e. differences between the exchange rate at the reporting /settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/expense for the period. 4.9. Taxation The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. 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. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statement. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also 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 income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting 287ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. 4.10. Revenue Recognition The company recognizes revenue in accordance with Ind- AS 115. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. Revenues in excess of invoicing are classified as contract assets (which may also refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which may also refer to as unearned revenues). The Company presents revenues net of indirect taxes in its Statement of Profit and loss. The specific recognition criteria from various stream of revenue is described below: a. Revenue from the sale of goods is recognized upon transfer of control of promised products, usually on delivery of the goods (i.e. when performance obligation is satisfied) at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of returns and allowances, trade discounts and volume rebates offered by the Company as part of the contract. b. Revenue from Services is recognized when respective service is rendered and accepted by the customer. c. Capacity swaps The exchange of network capacity is recognized at fair value unless the transaction lacks commercial substance or the fair value of neither the capacity received nor the capacity given is reliably measurable. 288ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies d. Interest income For all debt instruments measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). e. Rental income Rental income arising from operating leases or on investment properties is accounted for on a straight-line basis over the lease terms and is included in other non-operating income in the statement of profit and loss. f. Insurance Claims Insurance claims are accounted for as and when admitted by the concerned authority. g. Dividend Income Dividend income on investments is recognized when the right to receive dividend is established. h. Other Income Other Income is accounted for on accrual basis except, where the receipt of income is uncertain. 4.11. Employee Benefits Short Term 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 period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period 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. Post-employment obligations i. Defined contribution plans Provident Fund and employees’ state insurance schemes All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees’ basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Company are covered under the employees’ state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India. The Company’s contributions to both these schemes are expensed in the Statement of Profit and Loss. The Company has no further obligations under these plans beyond its monthly contributions. ii. Defined benefit plans Gratuity The Company provides for gratuity obligations through a defined benefit retirement plan (the ‘Gratuity Plan’) covering all employees. The Gratuity Plan provides a lump sum payment to vested 289ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies employees at retirement or termination of employment based on the respective employee salary and years of employment with the Company. The Company provides for the Gratuity Plan based on actuarial valuations in accordance with Indian Accounting Standard 19 (revised), “Employee Benefits”. The present value of obligation under gratuity is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Defined retirement benefit plans comprising of gratuity, un-availed leave, post-retirement medical benefits and other terminal benefits, are recognized based on the present value of defined benefit obligation which is computed using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. These are accounted either as current employee cost or included in cost of assets as permitted. Leave Encashment No provision for Leave encashment due to the employees has been made and the same shall be accounted for on payment basis at the time of encashment/payment or claim made by the employee. iii. Actuarial gains and losses are recognized in OCI as and when incurred. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest as defined above),are recognized in other comprehensive income except those included in cost of assets as permitted in the period in which they occur and are not subsequently reclassified to profit or loss. The retirement benefit obligation recognized in the Restated Financial Information represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans. Termination benefits Termination benefits are recognized as an expense in the period in which they are incurred. 4.12. Leases As a lessee The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: i. the contract involves the use of an identified asset ii. the Company has substantially all of the economic benefits from use of the asset through the period of the lease and iii. the Company has the right to direct the use of the asset. 290ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight- line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. Lease period for Building taken on lease is ranging from 2 to 3 Years The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. The company’s lease labilities are included in Other financial liabilities. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term. 4.13. Segment Reporting Identification of segments: Operating segments are reported in a manner consistent with the internal financial reporting provided to the Chief Operating Decision Maker (CODM) i.e. Chief Executive officer. CODM monitors 291ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) Annexure V: Basis of preparation and Material Accounting Policies the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the Restated Financial Information. The primary reporting of the Company has been performed on the basis of business segments. The analysis of geographical segments is based on the areas in which the Company's products are sold or services are rendered. Allocation of common costs: Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs. Unallocated items: The Corporate and other segments include general corporate income and expense items, which are not allocated to any business segment. 4.14. Cash & Cash Equivalents Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. 4.15. Prior Period Items The Company has adopted following materiality threshold limits in the recognition of Prior period expenses/incomes: No. Threshold Items Threshold Value i. Id entification based on individual limits Rs. 10 lakhs ii. R estatement based on overall limits 1% of Total Revenue of Previous FY 4.16. Provision, Contingent Liabilities and Contingent Assets Provisions are recognized 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. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Contingent liabilities are disclosed in the Restated Financial Information by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote. Contingent assets are disclosed in the Restated Financial Information by way of notes to accounts when an inflow of economic benefits is probable. 292ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 5 Property, Plant and equipment "PPE" Office Particulars Leasehold Land* Building Computer Plant & Machinery Vehicles Furniture & Fixture Total Equipments Gross Carrying Value As at March 31, 2022 98.65 80.02 4.19 4 13.04 33.93 2.69 3 .72 636.24 Additions - - - 61.96 0.99 0 .00 1.22 64.17 Less: Disposals / Adjustments - - - - - - - - As at March 31, 2023 98.65 80.02 4.19 4 75.00 34.92 2.69 4 .94 700.41 Additions 167.59 - 0 .52 - - - 0.05 168.16 Less: Disposals / Adjustments - - - 10.97 - - - 10.97 As at March 31, 2024 266.24 80.02 4.71 4 64.03 34.92 2.69 4 .99 857.60 Additions 1 .51 2 07.69 1 .20 5 72.30 2 2.92 1 .28 0.41 807.31 Less: Disposals / Adjustments - - 1.78 7.30 - - 9 .08 As at March 31, 2025 267.75 2 87.71 5.91 1,034.55 50.54 3.97 5 .40 1 ,655.83 Office Accumulated depreciation and impairment Leasehold Land* Building Computer Plant & Machinery Vehicles Furniture & Fixture Total Equipments As at March 31, 2022 - 9.99 3.25 1 65.03 17.87 1.17 2 .23 199.54 Depreciation for the year - 2 .58 0 .35 40.90 2.75 0 .32 0.56 47.46 Less: Disposals / Adjustments - - - - - - - - As at March 31, 2023 - 12.57 3.60 2 05.93 20.62 1.49 2 .79 247.00 Depreciation for the year - 2 .47 0 .52 50.57 2.28 0 .24 0.27 56.35 Less: Disposals / Adjustments - - - 9.58 - - - 9 .58 As at March 31, 2024 - 15.04 4.12 2 46.92 22.90 1.73 3 .06 293.77 Additions - 2 .52 0 .60 52.94 3.59 0 .30 0.26 60.21 Less: Disposals / Adjustments - - - 1.46 6.18 - 7 .64 As at March 31, 2025 - 17.56 4.72 2 98.40 20.31 2.03 3 .32 346.34 Office Net Carrying Value Leasehold Land* Building Computer Plant & Machinery Vehicles Furniture & Fixture Total Equipments As at March 31, 2023 98.65 67.45 0 .59 2 69.07 1 4.30 1 .20 2.15 453.41 As at March 31, 2024 266.24 64.98 0 .59 2 17.11 1 2.02 0 .96 1.93 563.83 As at March 31, 2025 2 67.75 2 70.15 1.19 7 36.15 30.23 1.94 2 .08 1 ,309.49 *Leasehold land for 99 years with an option of renewal and same is non-cancellable, therefore not amortized Refer note no. 21 and 24 for details of assets pledged 293ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 6 Capital Work In Progress (CWIP) Particulars Amount Gross Carrying Value As at April 01, 2022 - Additions Addition for the year 72.77 Deletion Transfer to Property, plant and equipment - Other Adjustments - As at March 31, 2023 72.77 Additions Addition for the year 327.12 Deletion Transfer to Property, plant and equipment 168.16 Other Adjustments - As at March 31, 2024 2 31.73 Additions Addition for the year 600.97 Deletion Transfer to Property, plant and equipment 807.31 Other Adjustments - As at March 31, 2025 25.39 CWIP Ageing Schedule As at March 31, 2025 Amount in CWIP for a period of CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress 25.38 0.01 - - 25.39 As at March 31, 2024 Amount in CWIP for a period of CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress 1 58.97 7 2.77 - - 231.74 As at March 31, 2023 Amount in CWIP for a period of CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress 72.77 - - - 72.77 CWIP Completion Schedule As at March 31, 2025 to be completed in CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress 25.39 - - - 25.39 As at March 31, 2024 to be completed in CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress - 231.74 - - 231.74 As at March 31, 2023 to be completed in CWIP More than 3 Total 1-2 years 2-3 years Less than 1 year years Project in progress - 7 2.77 - - 72.77 294ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 7 Right-of-Use Assets and Lease Liabilities The Following is carrying value of Right-of-use assets for the year ended March 31, 2025 Particulars Building Security Deposit Total As at April 01, 2022 1 1.38 0 .28 11.66 Additions Addition during the year - - - Deletion Depreciation 5 .01 0.12 5.13 Lease termination during the year - - - As at March 31, 2023 6.37 0 .16 6 .53 Additions Addition during the year - - - Deletion Depreciation 4 .31 0.11 4.42 Lease termination during the year - - - As at March 31, 2024 2.06 0 .05 2 .11 Additions Addition during the year 22.34 0.81 2 3.15 Deletion Depreciation 4 .80 0.22 5.02 Lease termination during the year 1 .92 0.05 1.97 As at March 31, 2025 1 7.68 0 .59 18.27 The aggregate depreciation expense on ROU assets is included under depreciation and amortization expense in statement of Profit and Loss. The following is the break-up of current and non-current lease liabilities. As at As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2022 Current Lease Liabilities 7 .26 0 .88 4 .44 4 .53 Non-current Lease Liabilities 1 0.93 1 .53 2 .41 6 .85 Total 18.19 2.41 6.85 11.38 The following is the carrying value of lease liability: Particulars Amount As at April 01, 2022 11.38 Additions Finance cost accrued during the year 0 .94 Deletions Payment of lease liabilities including interest during the year 5 .47 Lease Termination during the year - As at March 31, 2023 6.85 Additions Addition during the year - Finance cost accrued during the year 0 .44 Deletions Payment of lease liabilities including interest during the year 4 .88 Lease Termination during the year - As at March 31, 2024 2.41 Additions Addition during the year 2 2.34 Finance cost accrued during the year 1 .28 Deletions Payment of lease liabilities including interest during the year 5 .56 Lease Termination during the year 2 .28 As at March 31, 2025 18.19 Note: The estimated impact of Ind AS 116 on the Company’s restated financial statements is as follows: (a)TheCompanyincurredRs.10.57millionfortheyearendedMarch31,2025(March31,2024:Rs.2.94miilion,March31,2023Rs.0.60million)towardsexpensesrelatingto short-termleasesandleasesoflow-valueassets.ThetotalcashoutflowforleasesisRs.16.13millionfortheyearendedMarch31,2025,(March31,2024:Rs.7.82million,March 31,2023:Rs.6.07million)includingcashoutflowofshort-termleasesandleasesoflow-valueassets.Interestonleaseliabilitiesforthe yearendedMarch31,2025isRs.1.28 miilion (March 31, 2024: Rs. 0.44 million, March 31, 2023: Rs. 0.94 million) (b)LeasecontractsenteredbytheCompanymajorlypertainsforbuildingstakenonleasetoconductitsbusinessintheordinarycourse.TheCompanyhavetakenlandandbuildings on leases for corporate office. (c)Theweightedaverageincrementalborrowingrateappliedtoleaseliabilitiesis11.10%.TheCompanyhasappliedasinglediscountratetoaportfolioofleasesofasimilarassets in similar economic environment with similar end date. (d)TheCompanydoesnotfaceasignificantliquidityriskwithregardtoitsleaseliabilitiesasthecurrentassetsaresufficienttomeettheobligationsrelatedtoleaseliabilitiesasand when they fall due. 295ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 8 Intangible Assets Particulars Computer Software Total Gross Carrying Value As at April 01, 2022 0.95 0.95 Additions 1 .63 1.63 Less: Disposals / Adjustments - - As at March 31, 2023 2.58 2.58 Additions - - Less: Disposals / Adjustments - - As at March 31, 2024 2.58 2.58 Additions - - Less: Disposals / Adjustments - - As at March 31, 2025 2.58 2.58 Accumulated amortisation and impairment Computer Software Total As at April 01, 2022 0.02 0.02 Amortisation for the year 0.19 0.19 Less: Disposals / Adjustments - - As at March 31, 2023 0.21 0.21 Amortisation for the year 0.33 0.33 Less: Disposals / Adjustments - - As at March 31, 2024 0.54 0.54 Amortisation for the year 0.33 0.33 Less: Disposals / Adjustments - - As at March 31, 2025 0.87 0.87 Net Carrying Value Computer Software Total As at March 31, 2023 2.37 2.37 As at March 31, 2024 2.04 2.04 As at March 31, 2025 1.71 1.71 296ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 9 Non-Current Financial Assets - Others As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Fixed Deposits with Bank (Maturity more than 12 months)* 93.12 16.32 - Unsecured, considered good; Security Deposits 2 .25 1 .20 1 .14 Total 9 5.37 1 7.52 1 .14 * Represents margin money against borrowings, guarantees and other commitments pledged with bank and other authorities Rs. 93.95 miilion (March 31, 2024: Rs 86.93 miilion, March 31,2023: Rs 118.04 miilion) to be read along with Note no 15 10 Other Non-Current Assets As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Capital Advances 80.31 26.14 - Advance Given for purchase of Land* 150.00 - - Total 2 30.31 2 6.14 - There are no advances to directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies respectively in which any director is a partner or a director or a member. *AdvancegivenforpurchaseofLandsituatedat"KhasraNo.86-94&98-101,Village-JodiaMeo,Tapukara,district-Khairthal-Tijara(Rajasthan-3301019)area measuring42,529.98Sqm.ThepurchaseofthesaidlandwascompletedthrougharegisteredsaledeeddatedMay02,2025.dulyexecutedbetweenWorkforce DevelopmentEducationFoundationandOrientCables(INDIA)LimitedandregisteredattheofficeofRegistrationandStampsDepartment,Bhiwari,Rajasthan.vide Registration No 202501111005233 11 Inventories As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Raw Materials 467.38 265.41 289.14 Stores & Consumables and Packing Materials 21.72 13.26 13.82 Work-in-Progress 32.08 19.43 - Finished Goods** 189.40 101.30 39.72 Scrap 16.96 4.13 - Goods in Transit - - 1.53 Total 7 27.54 4 03.53 3 44.21 ** Finished Goods include materials in transit amounting to Rs. 110.43 miilion (March 31, 2024 Rs. 88.20 miilion, March 31,2023: Rs. NIL) 12 Current Financial Assets - Investments As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Particulars Financial assets carried at fair value through Statement of Profit or Loss (FVTPL) Investments in mutual funds - Quoted Investment Investment in Units of Mutual Funds 74.86 68.83 30.09 Total Investment measured at FVTPL 74.86 68.83 30.09 Note: Aggregate amount of quoted investment - - Aggregate market value of quoted investment 74.86 68.83 30.09 Aggregate amount of unquoted investment - - Aggregate amount of impairment in value of investments - - 13 Trade Receivables As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Trade Receivables considered good - Secured; - - - Trade Receivables considered good - Unsecured; 1,630.65 1,372.04 1,180.56 Trade Receivables which have significant increase in credit risk - - - Trade Receivables - Credit Impaired 1 .33 - - 1 ,631.98 1 ,372.04 1 ,180.56 Less : Impairment allowance for trade receivables 1 0.30 7 .95 - 1 ,621.68 1 ,364.09 1 ,180.56 Break-up of security details (i) Secured, considered good; - - - (ii) Unsecured, considered good; 1,630.65 1,372.04 1,180.56 (iii) Doubtful 1.33 - - 1,631.98 1 ,372.04 1,180.56 Less : Impairment allowance for trade receivables 10.30 7.95 - Total 1 ,621.68 1 ,364.09 1 ,180.56 297ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 13.1IndeterminingtheallowancefortradereceivablestheCompanyhasusedpracticalexpedientsbasedonfinancialconditionofthecustomers,ageingofthecustomer receivablesandover-dues,availabilityofcollateralsandhistoricalexperienceofcollectionsfromcustomers.Theconcentrationofriskwithrespecttotradereceivablesis reasonably low as most of the customers are reputated organisations though there may be normal delays in collections. 13.2 The movement in allowances for doubtful debts is as under: - As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Opening Balance 7.95 - - Additions 2.35 7.95 - Bad Debts Written off - - - Write Off (net of recovery) - - - Closing balance 1 0.30 7 .95 - 13.3 Additional Information Trade receivables ageing schedule as at March 31, 2025 Unbilled Outstanding for following periods from Due Date Particular Not Due Total Receivables Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Undisputed Trade Receivables (i) Considered good - 1 ,337.83 262.68 1 0.38 1 3.49 3.85 - 1 ,628.23 (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - - - - Disputed Trade Receivables (i) Considered good - - - - 2.42 - - 2.42 (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - 1.33 - 1.33 - - - - - - 1 ,631.98 Less : Impairment allowance for trade receivables - - 2.62 0.52 3.90 3.26 - 1 0.30 Total 1 ,621.68 Trade receivables ageing schedule as at March 31, 2024 Unbilled Outstanding for following periods from Due Date Particular Not Due Total Receivables Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Undisputed Trade Receivables (i) Considered good - 1 ,052.09 272.37 3 3.41 8.89 2.44 0 .44 1 ,369.64 (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - - - - Disputed Trade Receivables (i) Considered good - - - 2.40 - - - 2.40 (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - - - - 1 ,372.04 Less : Impairment allowance for trade receivables - - 2.72 1.79 1.78 1.22 0 .44 7.95 Total 1 ,364.09 Trade receivables ageing schedule as at March 31, 2023 Unbilled Outstanding for following periods from Due Date Particular Not Due Total Receivables Less than 6 months 6 months - 1 year 1-2 years 2-3 years More than 3 years Undisputed Trade Receivables (i) Considered good - 614.01 549.60 6.11 4.86 5.98 - 1 ,180.56 (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - - - - Disputed Trade Receivables (i) Considered good - - - - - - - - (ii) Which have significant increase in credit risk - - - - - - - - (iii) Credit impaired - - - - - - - - 1 ,180.56 Less : Impairment allowance for trade receivables - Total 1 ,180.56 13.4 Refer note no. 46 for information about receivables from related party 13.5 No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. 13.6 No trade receivables are due from firms or private companies respectively in which any director is a partner, a director or a member. 13.7 The average credit period on sale of goods is 60 to 90 days. No interest is charged on trade receivables 298ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 14 Cash and Cash Equivalents ("C & CE'") As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Balances with banks - In Current accounts 14.18 58.52 45.18 Cash on Hand 0.35 0.81 0.41 Fixed Deposits - Maturity less than 3 months - 20.18 - Total 1 4.53 7 9.51 4 5.59 15 Bank Balances other than Cash and Cash Equivalents As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Fixed Deposits (including held as margin money for credit facilities)* - Maturity less than 3 months - 3.56 - - Maturity more than 3 months and upto 12 months 0.83 67.05 117.27 Total 0.83 70.61 117.27 * Represents margin money against borrowings, guarantees and other commitments pledged with bank and other authorities Rs. 93.95 miilion (March 31, 2024: Rs 86.93 miilion, March 31,2023: Rs 118.04 miilion) to be read along with Note no. 9 16 Current Financial Assets - Others As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Interest accrued: On Fixed Deposits with Banks 1.37 5.10 0.77 Security Deposits, Unsecured, considered good* 17.29 15.45 10.34 Duty Drawback Receivable 8.26 1.57 - Other Receivable Advance to Employees 1.89 1.20 1.30 Others^^ 43.58 12.22 0.04 Total 7 2.39 3 5.54 1 2.45 * Security Deposits primarily include deposits given towards tender, gas, electricity department and others. ^^ includes advances given IPO expenses and TDS receivable from Financial Institutions. There are no advances to directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies respectively in which any director is a partner or a director or a member. 17 Current Tax Assets (Net) As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Advance Income Tax/TDS (net of Provision) - 0.12 0.57 Total - 0 .12 0 .57 18 Other Current Assets As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Prepaid Expenses 1.98 0.88 1.58 Advances to Suppliers 26.29 28.53 43.69 Balance with Government Authorities 51.24 37.17 33.52 Advance for Purchase of Land - - 20.00 Other Receivables - - 0.08 Total 7 9.51 6 6.58 9 8.87 There are no advances to directors or other officers of the Company or any of them either severally or jointly with any other persons or advances to firms or private companies respectively in which any director is a partner or a director or a member except advance given to one entity Rs 0.04 miilion in which our director is director (refer note 46 ). 299ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (Rs. in Millions, Except no. of Shares) 19 Share Capital Equity Share Capital As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Authorised Shares 11,50,00,000 Equity Shares of Rs.1/- each (As at March 31, 2024 and March 31, 2023 - 11,00,000 Equity Shares of Rs.10/- each) (Refer foot Note(i)) 1 15.00 1 1.00 1 1.00 Total 115.00 11.00 11.00 Issued, Subscribed and fully paid-up shares 10,20,35,000 Equity Shares of Rs. 1/- each (As at March 31, 2024 and March 31, 2023 - 10,20,350 Equity Shares of Rs 10/- each) (Refer foot Note(ii)) 1 02.04 1 0.20 1 0.20 Total 1 02.04 1 0.20 1 0.20 (i) PursuanttoresolutionspassedbyourBoardattheirmeetingheldonNovember30,2024andtheShareholdersattheirextra-ordinary generalmeeting heldonNovember30,2024.,theCompanyhasincreaseditsauthorisedsharecapitalfromRs.11.00milliondividedinto 11,00,000equitysharesofRs.10/-eachtoRs.115.00milliondividedinto1,15,00,000equitysharesofRs.10/-eachbythecreationof additional 1,04,00,000 equity shares of Rs. 10/- each. (ii) PursuanttoresolutionspassedbyourBoardattheirmeetingheldonDecember16,2024andtheShareholdersattheirextra-ordinary generalmeeting heldonDecember17,2024theCompanyhassub-divided10,20,350equitysharesoffacevalueofRs.10/-eachto 1,02,03,500EquitySharesoffacevalueofRs.1/-each. TheAuthorisedShareCapitaloftheCompanyischangedtoRs.115.00million divided into 11,50,00,000 Equity Shares of Rs.1/- each. a) Terms/rights attached to equity shares TheCompanyhasonlyoneclassofequityshareshavingparvalueofRs.1/-pershare.Eachshareholderofequitysharesisentitledfor paripasuvotingright.ThedividendproposedbytheBoardissubjecttotheapprovaloftheshareholdersintheensuringAnnualGeneral Meeting. The distribution will be in proportion to the number of equity shares held by the shareholders. b)Reconciliation of Equity Shares outstanding: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Number of shares at the beginning of the Year 1,020,350 1 ,020,350 1 ,020,350 Add: Adjustment for sub division of shares duting the year (refer note no. 19 (ii)) 9,183,150 - - Add: Bonus Shares issued during the year* 91,831,500 - - Number of shares at the end of the Year 102,035,000 1,020,350 1,020,350 *AsperrecommendationoftheBoardofDirectorsintheirmeetingheldonDecember16,2024 andapprovaloftheshareholdersdated December17,2024theCompanyhasissued9,18,31,500bonusequitysharesoffacevalueofRs.1/-eachinratioof9:1(i.e.NineBonus SharesforeveryoneEquityShare),whichwereallottedtotheshareholdersonJanuary06,2025.Consequently,theissued,subscribed and paid-up share capital has increased to Rs. 102.04 million comprising of 10,20,35,000 equity shares of face value of Rs. 1/- each. c) Shareholders holding more than 5 percent of Equity Shares in the Company As at As at As at Name of Shareholder March 31, 2025 March 31, 2024 March 31, 2023 No. of share held No. of share held No. of share held Vipul Nagpal 2 4,722,800 2 48,230 2 48,230 % of Holding 24.23% 24.33% 24.33% Garima Nagpal 5 ,788,000 5 7,880 5 7,880 % of Holding 5.67% 5.67% 5.67% Vipul Family Trust 3 5,712,000 3 57,120 3 57,120 % of Holding 35.00% 35.00% 35.00% Garima Family Trust 3 5,712,000 3 57,120 3 57,120 % of Holding 35.00% 35.00% 35.00% 300ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION d) Details of shareholding of promoters Shares held by promoters at the year ended March 31, 2025 % change during S. No. % of total Promoter’s Name No. of shares the year* shares 1 Vipul Nagpal 2 4,722,800 24.23% -0.10% 2 Garima Nagpal 5 ,788,000 5.67% 0.00% 3 Vipul Family Trust 3 5,712,000 35.00% 0.00% 4 Garima Family Trust 3 5,712,000 35.00% 0.00% 5 Vardaan Nagpal 1 00,000 0.10% 0.10% Shares held by promoters at the year ended March 31, 2024 % change during S. No. % of total Promoter’s Name No. of shares the year* shares 1 Vipul Nagpal 2 48,230 24.33% - 2 Garima Nagpal 5 7,880 5.67% - 3 Vipul Family Trust 3 57,120 35.00% - 4 Garima Family Trust 3 57,120 35.00% - Shares held by promoters at the year ended March 31, 2023 % change during S. No. % of total Promoter’s Name No. of shares the year* shares 1 Vipul Nagpal 2 48,230 24.33% - 2 Garima Nagpal 5 7,880 5.67% - 3 Vipul Family Trust 3 57,120 35.00% - 4 Garima Family Trust 3 57,120 35.00% - * % Change during the year represents the % change in total holding when compared to the previous year 20 Other Equity As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Securities Premium 5.35 5.35 5.35 Retained Earnings 1,699.33 1,259.88 860.03 Total 1,704.68 1 ,265.23 865.38 (i) Securities Premium As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening Balance 5.35 5.35 5.35 Increase/(Decrease) during the year - - - Total 5 .35 5 .35 5 .35 (ii) Retained Earnings As at As at Particulars As at March 31, 2024 March 31, 2023 March 31, 2025 Opening Balance 1,259.88 860.03 600.38 Changes in accounting policy or prior period errors - - - Restated balance at the beginning of the reporting year - - - Bonus share issued during the year (91.84) - - Net profit/(loss) for the year 532.91 4 00.69 2 59.59 Items of other comprehensive income recognised directly in retained earnings Re-measurement gains / (losses) on defined benefit plans (net of tax) ( 1.63) (0.84) 0 .06 Closing Balance 1,699.33 1 ,259.88 860.03 (iii) Other Comprehensive Income Nil (As at March 31, 2024: Nil and March 31, 2023: Nil) The Description of the nature and purpose of each reserve within equity is as follows: a) Securities Premium Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013 b) Retained Earnings Retained earnings are the profits that the Company has earned till date, less any transfers to dividends or other distributions paid to shareholders. 301ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 21 Non-Current - Borrowings As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Secured Term Loan from Banks 264.09 33.65 56.95 Vehicle Loans from Banks 10.40 - - Vehicle Loans from FI's - - 1.32 Total 2 74.49 3 3.65 5 8.27 Term Loan From Bank are secured by: (i) Primary Security: Debtor, Fixed Deposit, Industrial Property, Plant & Machinery, Residential Property & stock (ii) Collateral Security: Fixed Assets, Industrial Land & Building, Personal Guarantee of Vipul Nagpal and Garima Nagpal (Directors). (iii) Property Detail: Plot No - A-145 J & SP-145 (F to I) -A, I to IV, Ph. Shatal, Samtal,RIICO Industrial area, Alwar, Rajasthan 301019 Plot no- D-8, Ashok Vihar, Phase-1, Delhi 110052, Second Floor, Wazirpur Residential Scheme Near Ram Mandir, Delhi 110054 A-784, Phase-2, Bhiwadi Industrial Area Near Alwar Rajasthan 301019 Khasra No. 86 to 94 & 98 to 101 Chopanki, Distt. Khairthal,Tijara,Vill Jodiay Mav,Bhiwadi, Alwar,Rajashtan 301019 Vehicle Loan From Banks/FI's are secured by Vehicle Loan are secured by way of hypothecation of respective vehicles. Terms of repayment: FY 2024-25 Bank/FI Facility Name Term Loan Term Loan Term Loan Vehicle Loan Vehicle Loan Vehicle Loan Total Rate of Interest 8.95%- 9.34% 8.95%- 9.34% 8.95%- 9.34% 6.80% 8.93% 8.93% 2025-26 4 .20 9 .79 3 9.78 - 1 .75 3 .89 5 9.41 2026-27 4 .59 7 .25 5 1.60 - 1 .91 4 .25 6 9.60 2027-28 5 .02 - 5 6.16 - 1 .20 3 .04 6 5.42 2028-29 2 .73 - 6 1.12 - - - 6 3.85 2029-30 - - 6 6.53 - - - 6 6.53 2030-31 9 .09 - - 9.09 Total 16.54 17.04 284.28 - 4.86 11.18 333.90 Current 4 .20 9 .79 3 9.78 - 1 .75 3 .89 5 9.41 Non-current 1 2.34 7 .25 2 44.50 - 3 .11 7 .29 274.49 Total 16.54 17.04 284.28 - 4.86 11.18 333.90 302ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) FY 2023-24 Bank/FI Facility Name Term Loan Term Loan Term Loan Vehicle Loan Total Rate of Interest 9.25% 7.85% 9.12% 6.80% 2024-25 1 0.76 3 .71 8 .82 1 .32 2 4.61 2025-26 - 4 .09 9 .69 - 1 3.78 2026-27 - 4 .50 7 .39 - 1 1.89 2027-28 - 4 .96 - - 4.96 2028-29 - 3 .02 - - 3.02 Total 1 0.76 2 0.28 2 5.90 1.32 5 8.26 Current 1 0.76 3 .71 8 .82 1 .32 2 4.61 Non-current - 1 6.57 1 7.08 - 3 3.65 Total 1 0.76 2 0.28 2 5.90 1.32 5 8.26 FY 2022-23 Bank/FI Facility Name Term Loan Term Loan Term Loan Term Loan Term Loan Vehicle Loan Vehicle Loan Total Rate of Interest 8.53% 8.53% 7.85% 8.50% 8.50% 7.51% 6.80% 2023-24 1 8.92 4 .77 3 .42 6 .02 2 .06 1 .40 1 .87 3 8.46 2024-25 1 0.76 - 3 .71 8 .82 - - 1 .32 2 4.61 2025-26 - - 4 .09 9 .69 - - - 1 3.78 2026-27 - - 4 .50 7 .39 - - - 1 1.89 2027-28 - - 4 .96 - - - - 4.96 2028-29 - - 3 .02 - - - - 3.02 Total 2 9.68 4.77 2 3.70 3 1.92 2.06 1.40 3.19 9 6.72 Current 1 8.92 4 .77 3 .42 6 .02 2 .06 1 .40 1 .87 3 8.46 Non-current 1 0.76 - 2 0.28 2 5.90 - - 1 .32 5 8.26 Total 2 9.68 4.77 2 3.70 3 1.92 2.06 1.40 3.19 9 6.72 22 Non-Current Liabilities - Provision As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Provision for Employee Benefits* Gratuity 13.38 8.72 5.94 Total 1 3.38 8 .72 5 .94 * Refer note no. 40 for movement of provision towards employee benefit (as per Actuarial Certificate) 303ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 23 Deferred Tax Assets/(Liabilities) (Net) As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 A. Deferred Tax Assets Lease Liabilities 4.58 0.61 1.72 Disallowances under the Income Tax Act,1961 For Expected Credit Loss 2.59 2.00 - For Gratuity 3.86 2.49 1.68 For MSME-43B(h)-Disallowance 1.93 4.49 - (A) 12.96 9.59 3.40 B. Deferred Tax Liability Related to Depreciation on Fixed Assets and Amortisation 18.68 9.63 13.08 Disallowances under the Income Tax Act,1961 For Others - - 0.62 Fair Valuation of Financial Instrument at FVTPL 2.48 0.97 0.02 Right of Use Assets 4.45 0.52 1.60 (B) 25.61 11.12 15.32 Net Deferred Tax Assets / (Liability) (A-B) (12.65) (1.53) (11.92) The movement in deferred tax asset / (liabilities) during the year ended March 31, 2025 As at March 31, Recognised in As at March 31, Particulars Recognised in OCI 2024 profit and Loss 2025 Provision for Gratuity 2.48 0.83 0.55 3.86 Provision for Expected Credit Loss 2.00 0.59 - 2.59 Lease Liability 0.60 3.97 - 4.57 MSME -43B(h)-Disallowance 4.49 (2.56) - 1.93 Fair Valuation of Financial Instrument at FVTPL (0.95) (1.52) - (2.47) Property, plant and equipment and intangible assets (10.15) (12.98) - (23.13) (Including ROU Assets) Total (1.53) (11.68) 0.55 (12.65) The movement in deferred tax asset / (liabilities) during the Year ended March 31, 2024 As at March 31, Recognised in As at March 31, Particulars Recognised in OCI 2023 profit and Loss 2024 Provision for Gratuity 1.67 0.53 0.28 2.48 Provision for Expected Credit Loss - 2.00 - 2.00 Lease Liability 1.72 (1.12) - 0.60 MSME -43B(h)-Disallowance - 4.49 - 4.49 Others (0.60) 0.60 - - Fair Valuation of Financial Instrument at FVTPL (0.02) (0.93) - (0.95) Property, plant and equipment and intangible assets (14.69) 4.54 - (10.15) (Including ROU Assets) Total (11.92) 10.13 0.28 (1.53) The movement in deferred tax asset / (liabilities) during the Year ended March 31, 2023 As at March 31, Recognised in As at March 31, Particulars Recognised in OCI 2022 profit and Loss 2023 Provision for Gratuity 1.36 0.30 0.01 1.67 Lease Liability 2.86 (1.14) - 1.72 Others (0.33) (0.27) - (0.60) Fair Valuation of Financial Instrument at FVTPL - (0.02) - (0.02) Property, plant and equipment and intangible assets (15.15) 0.46 - (14.69) (Including ROU Assets) Total (11.26) (0.70) 0.01 (11.92) 304ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 24 Current Financial Liabilities - Borrowings As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Loans repayable on demand Secured Working Capital Limit 648.34 139.62 94.51 PCFC Loan (foreign currency) 144.71 49.63 - Current Maturities of Long-Term Debts; Term Loan from Banks 5 3.77 2 3.29 3 5.18 Vehicle Loans from Banks 5 .64 - 1 .40 Vehicle Loans from FI's - 1 .32 1 .87 Unsecured Loan from Body Corporates 7.55 32.49 42.92 Loan from Promoters/Directors - 87.31 138.82 Total 8 60.01 3 33.66 3 14.70 Note: a) Working Capital facility from Bank aggregating to Rs. 435.97 million (March 31, 2024 Rs. 139.60 million, March 31, 2023 Rs 94.51 million) are secured by: (i) Primary Security: Debtor, Fixed Deposit, Industrial Property, Plant & Machinery, Residential Property & stock (ii) Collateral Security: Fixed Assets, Industrial Land & Building, Personal Guarantee of Vipul Nagpal and Garima Nagpal (Directors) (iii) Property Detail: Plot no- D-8, Ashok Vihar, Phase-1, Delhi 110052, Second Floor, Wazirpur Residential Scheme Near Ram Mandir, Delhi 110054 Plot No - A-145 J & SP-145 (F to I) -A, I to IV, Ph. Shatal, Samtal,RIICO Industrial area, Alwar, Rajasthan 301019 A-784, Phase-2, Bhiwadi Industrial Area Near Alwar Rajasthan 301019 Khasra No. 86 to 94 & 98 to 101 Chopanki, Distt. Khairthal,Tijara,Vill Jodiay Mav Bhiwadi, Alwar,Rajashtan 301019 b) Working Capital facility from Bank aggregating to Rs. 139.72 million (March 31, 2024 Rs. NIL, March 31, 2023 Rs. NIL) alongwith PCFC Loan of Rs. 144.71 million (March 31, 2024 49.63 million, March 31, 2023 Nil) are secured by: i) Stock And Book Debts ii) Movable Fixed Assets iii) Plot No. SP – 145 (F-I) A and A-145-J, Riico Industrial Area, Bhiwadi, Rajasthan, India, 301019 iv) A-784, Phase-2, Bhiwadi Industrial Area Near Alwar Rajasthan 301019 v) Plot no- D-8, Ashok Vihar, Phase-1, Delhi 110052, Second Floor, Wazirpur Residential Scheme Near Ram Mandir, Delhi 110054 vi) Personal Guarantee of Director vii) Cash Margin of 10% for usance of LC, Sight LC and Bank Guarantee viii) Demand Promissory Note and letter of continuity c) Working Capital facility from Bank aggregating to Rs. 72.64 million (March 31, 2024 Rs. NIL, March 31, 2023 Rs. NIL) are secured by: i) Plot No- SP-145, Samtal, I to IV, Ph. Ghatal, Samtal Alwar, Rajasthan 301019 ii) A-784, Phase-2, Bhiwadi Industrial Area Near Alwar Rajasthan 301019 iii) property Bearing No-8, Second Floor Without Roof Right, Block-D Ashok Vihar, Govt School, Delhi 110052 iv) Current Assets v) Movable Fixed Assets 305ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 25 Trade Payables As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 total outstanding dues of micro enterprises and small enterprises ; and* 189.88 53.94 86.98 1,010.99 1,114.22 947.24 total outstanding dues of creditors other than micro enterprises and small enterprises. Total 1 ,200.87 1 ,168.16 1 ,034.22 *Refer Note no. 41 Additional Information Trade Payables ageing schedule as at March 31, 2025 Outstanding for following periods from due date Particulars Unbilled Payables Not Due Less than 1 year 1-2 yeaorfs payment# 2-3 years More than 3 years Total (i) MSME 2.03 146.54 4 1.30 - - - 1 89.87 (ii) Others 4 4.26 716.63 224.42 0.04 0.08 0.36 9 85.79 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - - 0.32 24.89 25.21 Total 4 6.29 863.17 265.72 0.04 0.40 2 5.25 1 ,200.87 Trade Payables ageing schedule as at March 31, 2024 Outstanding for following periods from due date Particulars Unbilled Payables Not Due of payment# Total Less than 1 year 1-2 years 2-3 years More than 3 years (i) MSME 1.56 4 5.11 3.99 0.27 - 3.01 53.94 (ii) Others 3 0.62 943.37 113.90 0.76 0.01 0.35 1,089.01 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - - 6.36 18.85 - 25.21 Total 3 2.18 988.48 117.89 7.39 1 8.86 3.36 1 ,168.16 Trade Payables ageing schedule as at March 31, 2023 Outstanding for following periods from due date Particulars Unbilled Payables Not Due of payment# Total Less than 1 year 1-2 years 2-3 years More than 3 years (i) MSME - 5 1.97 3 0.91 0.64 3.46 - 86.98 (ii) Others - 218.00 700.49 3.09 0.45 - 9 22.03 (iii) Disputed dues - MSME - - - - - - - (iv) Disputed dues - Others - - 0.32 6.04 - 1 8.85 25.21 Total - 269.97 731.72 9.77 3.91 1 8.85 1 ,034.22 26 Current Financial Liabilities - Others As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Interest Accrued but not Due 1.85 7.47 4.72 Creditors for Capital Goods 6.55 1.39 - Other Payables - Salaries & Wages Payable 20.64 11.44 8.07 - Bonus Payable 3.42 2.88 2.24 - Employees Payable 2.08 0.11 0.07 - Expenses Payable 9.51 15.51 29.64 - Interest Payable on MSMED Act, 2006 0.78 1.99 - - Other Payable 0.61 1.59 0.24 Total 4 5.44 4 2.38 4 4.98 306ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 27 Others Current Liabilities As at As at Particulars As at March 31, 2024 March 31, 2023 March 31, 2025 Advance from Customers 17.07 10.91 6.74 Statutory Dues Payable 11.91 7.43 5.91 Total 2 8.98 1 8.34 1 2.65 28 Current Liabilities - Provision As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Provision for Employee Benefits* Gratuity 1.96 1.16 0.72 Total 1 .96 1 .16 0 .72 * Refer note no. 40 for movement of provision towards employee benefit (as per Actuarial Certificate) 29 Current Tax Liabilities (Net) As at As at As at Particulars March 31, 2024 March 31, 2023 March 31, 2025 Income Tax Provision (net of Advance Income Tax / TDS) 9.19 46.74 - Total 9 .19 4 6.74 - 307ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 30 Revenue from operations For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Sale of Products 8 ,249.58 6 ,577.67 5 ,436.78 Total 8 ,249.58 6 ,577.67 5 ,436.78 31 Other Income For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Interest Income From Fixed Deposits / Margin Money with Banks 3 .47 9 .22 4 .75 From Security Deposit - - 0 .36 Gain on foreign currency transaction and translation (net) 3 6.00 3 5.15 6 .28 Gain on fair valuation of Security Deposit 0 .20 0 .11 0 .11 Gain on Lease Termination 0 .37 - - Gain/(Loss) on Fair Valuation of Financial Instrument at FVTPL 6 .03 3 .74 0 .09 Incentive on Export Received 2 1.35 2 3.87 1 2.52 Profit on Sale of Investment 0 .08 - - Miscellaneous Income 0 .53 0 .03 0 .05 Gain on Discard of PPE 1 .02 - - Total 6 9.05 7 2.12 2 4.16 32 Cost of Material Consumed For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening Stock 265.41 289.14 149.34 Add : Purchases During the Year 6,760.99 5,220.57 4,259.17 7 ,026.40 5 ,509.71 4 ,408.51 Less : Closing Stock 467.38 265.41 289.14 Total 6 ,559.02 5 ,244.30 4 ,119.37 33 Changes in inventories of finished goods, Stock-in -Trade and Work-in-Progress For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening Stock Finished Goods 1 01.30 3 9.72 4 4.75 Work-in-Progress 2 3.56 - 1 30.65 1 24.86 3 9.72 1 75.40 Closing Stock Finished Goods 1 89.40 1 01.30 3 9.72 Work-in-Progress 4 9.04 2 3.56 - 2 38.44 1 24.86 3 9.72 (113.58) ( 85.14) 1 35.68 34 Employee benefits expense For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Salaries, Bonus and other allowances 4 12.63 2 95.18 2 33.36 Contribution to Provident and Other Funds 1 0.04 7 .82 7 .18 Staff Welfare Expenses 6 .47 5 .17 5 .22 Employee's Recruitment Expenses 0 .18 0 .38 0 .00 Total 4 29.32 3 08.55 2 45.76 35 Finance costs For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Interest to Banks 4 5.11 1 4.28 1 2.59 Interest to Others 7 7.68 4 0.39 4 2.05 Interest on Lease Liabilities 1 .28 0 .44 0 .94 Interest on TDS 0 .19 0 .07 0 .04 Interest -Others 0 .71 0 .49 0 .39 Total 1 24.97 5 5.67 5 6.01 36 Depreciation and amortization expenses For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Depreciation on property, plant and equipment (refer note no. 5) 60.21 56.35 47.46 Amortization of intangible assets (refer note no. 8) 0.33 0.33 0.19 Depreciation on Right of use assets (refer note no. 7) 5.02 4.42 5.13 Total 6 5.56 6 1.10 5 2.78 308ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 37 Other Expenses For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Consumption of Stores and Spare Parts 2 01.71 2 01.22 2 37.13 Power & Fuel, Water Charges 1 14.61 8 9.85 8 2.17 Freight & Forwarding Charges 6 6.98 7 3.99 7 3.14 Legal & Professional Charges 2 7.15 2 2.47 6 .33 Commission Charges 5 .42 4 7.89 4 8.61 Travelling, Conveyance and Vehicle Expenses 8 .85 1 5.79 8 .40 Bank Charges 2 4.10 1 3.09 1 4.87 Rent 1 0.52 2 .94 0 .60 Repairs & Maintenance - P&M 7 .18 5 .83 3 .71 Repairs & Maintenance - Building 5 .38 3 .31 0 .63 Repairs & Maintenance - Other 4 .91 2 .16 1 .78 Insurance Expenses 4 .53 4 .70 1 .36 Calibration and Testing Charges 6 .96 6 .04 3 .64 Business Promotion Expenses 1 .31 1 .98 4 .84 Marketing Expenses 1 8.58 - - Rates & Taxes 2 .44 2 .35 4 .17 Printing & Stationery 0 .17 0 .12 0 .18 Vehicle Running & Maintenance Expense 0 .72 - - Membership & Subscription 0 .67 0 .53 0 .58 Telephone & Internet Expenses 0 .64 0 .76 0 .60 Interest/Penalty on Statutory Dues 0 .72 0 .75 0 .11 Sundry Balance Written off (net) 0 .62 1 .61 0 .32 Impairment allowance for trade receivables considered doubtful 2 .35 7 .95 Bad Debts Written off - 1 .24 1 .29 Training development exp 0 .06 - - Loss on Discard of PPE - 1 .39 - CSR Expenditure 8 .00 5 .37 3 .93 Payments to the Auditor Audit Fees 1 .20 1 .20 0 .10 Taxation Matters 0 .30 0 .30 - Other Services 0 .09 - - Out of Pocket Expenses 0 .33 - - Miscellaneous Expenses 9 .74 6 .89 4 .14 Total 5 36.24 5 21.72 5 02.63 38 Earning per Share (EPS) - In accordance with the Indian Accounting Standard (Ind AS-33) For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Basic Earnings Per Share Profit /(Loss) After Tax 532.91 400.69 259.59 Profit Attributable to Ordinary Shareholders 532.91 400.69 259.59 Weighted Average Number of Ordinary Shares 1 02,035,000 1 02,035,000 1 02,035,000 Nominal Value of Ordinary Equity Share Rs. 1/- Rs. 1/- Rs. 1/- Earnings Per Share - Basic (In Rs.)* 5.22 3.93 2.54 Diluted Earnings Per Share Profit /(Loss) After Tax 532.91 400.69 259.59 Profit Attributable to Ordinary Shareholders 532.91 400.69 259.59 Weighted Average Number of Ordinary Shares 1 02,035,000 1 02,035,000 1 02,035,000 Nominal Value of Ordinary Equity Share Rs. 1/- Rs. 1/- Rs. 1/- Earnings Per Share - Diluted (In Rs.)* 5.22 3.93 2.54 *As required under Ind AS 33 "Earnings per share" the effect of sub-division and bonus issue has been adjusted retrospectively for the purpose of computing earnings per share for all the periods presented. {Refer Note No. 19 (i), 19 (ii) and 19 (b)}. 309ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 39 Critical accounting estimates and judgments The estimates and judgements used in the preparation of the said restated financial statements are continuously evaluated by the Company, and are based on historical experience and various other assumptions and factors (including expectations of future events), that the Company believes to be reasonable under the existing circumstances. The said estimates and judgements are based on the facts and events, that existed as at the reporting date, or that occurred after that date but provide additional evidence about conditions existing as at the reporting date. Although the Company regularly assesses these estimates, actual results could differ materially from these estimates – even if the assumptions under-lying such estimates were reasonable when made, if these results differ from historical experience or other assumptions do not turn out to be substantially accurate. The changes in estimates are recognised in the financial statements in the period in which they become known. The areas involving critical estimates or judgments are: 1. Useful lives of property, plant and equipments Note No. 4.1 & 5 2. Measurement of Lease liabilities and Right of Use Asset Note No. 4.12& 7 3. Useful life of intangible asset Note No. 4.2 & 8 4. Taxes Note No. 4.9, 17, 23 & 29 5. Measurement defined benefit obligation Note No. 4.11 & 40 6. Measurement of Fair Values and Expected Credit Loss (ECL) Note No. 4.3 & 12 and 13. 7. Estimation of Provisions & Contingent liabilities Note No. 4.16 & 42 40 During the year, Company has recognised the following amounts in the restated financial statements as per Ind AS - 19 "Employees Benefits" a) Defined Contribution Plan Contribution to Defined Contribution Plan, maintained under the Employees Provident Fund Scheme by the Central Government, is charged to Profit and Loss Account as under: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Employer's Contribution to Provident Fund and Other Funds 8 .48 6 .36 5.70 b) Defined Benefit Plan The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Liability for leave encashment is being accounted on lodging of claim and no provision for any leave encashment is made in the books. Gratuity Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Mortality 100% of IALM (2012-14) 100% of IALM (2012-14) 100% of IALM (2012-14) Discount rate 6.99% 7.22% 7.36% Salary Increase Rate 8.00% 8.00% 6.00% Table showing changes in present value of obligations : Present value of the obligation as at the beginning of the year 9 .88 6 .66 5 .39 Interest Cost 0 .72 0 .49 0 .39 Current Service Cost 2 .94 2 .05 1 .47 Benefits paid ( 0.32) ( 0.44) ( 0.54) Actuarial (gain)/ loss on obligations 2 .12 1 .12 ( 0.05) Present value of obligation as at the end of the year 1 5.34 9 .88 6 .66 Other Comprehensive Income Actuarial gain / (loss) for the year on PBO 2 .12 1 .12 ( 0.05) Actuarial gain /(loss) for the year on Asset - - - Unrecognized actuarial gain/(loss) for the year - - - The amounts to be recognized in Balance Sheet : Present value of obligation at the end of the year 15.34 9 .88 6.66 Fair value of plan assets at the end of the year - - - Unfunded Liability/provision in Balance Sheet ( 15.34) ( 9.88) ( 6.66) Unfunded liability recognised in the balance sheet ( 15.34) (9.88) ( 6.66) Expenses recognised in Statement of Profit and Loss : Current service cost 2 .94 2 .05 1 .47 Interest cost 0 .72 0 .49 0 .39 Net actuarial (gain) / loss recognised in the year 2 .12 1 .12 ( 0.05) Past Service Cost including curtailment Gains/Losses Expenses recognized in the profit & loss 3 .66 2 .54 1 .86 Maturity profile of defined benefit obligation 0 to 1 Year 1 .96 1 .16 0 .72 1 to 2 Year 1 .67 1 .08 0 .90 2 to 3 Year 1 .55 1 .00 0 .63 3 to 4 Year 1 .42 0 .91 0 .58 4 to 5 Year 1 .96 0 .82 0 .53 5 to 6 Year 0 .92 0 .95 0 .45 6 Year onwards 5 .87 3 .97 2 .85 Sensitivity Analysis (i) Impact of the change in discount rate Present Value of Obligation at the end of the year 15.34 9.88 6.66 Impact due to increase of 0.50 % ( 0.43) ( 0.33) ( 0.18) Impact due to decrease of 0.50 % 0 .45 0 .26 0 .19 (ii) Impact of the change in salary increase Present Value of Obligation at the end of the year 15.34 9.88 6.66 Impact due to increase of 0.50 % 0 .40 0 .26 0 .19 Impact due to decrease of 0.50 % ( 0.38) ( 0.33) ( 0.18) Sensitivities due to mortality & withdrawals are not material & hence impact of change due to these not calculated. Sensitivities as rate of increase of pensions in payment, rate of increase of pensions before retirement & life expectancy are not applicable. 310ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 41 Disclosure required under Micro, Small and Medium Enterprises Development Act, 2006 (the Act) are given as follows : As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 a. The principal amount remaining unpaid to any supplier at the end of each accounting year^ 1 89.88 5 5.33 8 6.98 b. Interest due thereon remaining unpaid to any supplier as at the end of the accounting year 0 .78 1 .99 - c. The amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises 3 .10 - - Development Act, 2006 (27 of 2006), along with the amount of the payment made to the supplier beyond the appointed day d. The amount of interest due and payable for the period of delay in making payment (which has been paid but - - - beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006 e. The amount of interest accrued and remaining unpaid at the end of each accounting year 0 .78 1 .99 - f. 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 expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006 ^ includes Creditors for Capital Goods of Rs. NIL (PY 2023-24 of Rs 1.39 million, PY 2022-23 Rs. Nil) Note: The above information and that is given in ‘Note-25’ Trade Payables regarding Micro and Small Enterprises has been determined on the basis of information/confirmation available with the Company and has been relied upon by the auditors. 42 Commitments and Contingencies (a) Contingent Liabilities not provided for in respect of : As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 (i) Guarantees issued by Banks 27.68 36.68 4.75 (ii) Letter of credit given by the bank on behalf of the Company (Margin Money for LC & BGs kept by way of fixed deposits Rs. 93.95 million (March 31, 2024: Rs. 86.93 million, March 31,2023: Rs. 118.04 million) 1,020.14 6 91.29 118.04 a. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, wherever required and disclosed the contingent liabilities, wherever applicable, in its restated financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position. b The Company periodically reviews all its long term contracts to assess for any material foreseeable losses. Based on such review wherever applicable, the Company has made adequate provisions for these long term contracts in the books of account as required under any applicable law/accounting standard. c As at March 31, 2025 the Company did not have any outstanding long term derivative contracts. (b) Capital Commitments As at As at Particulars As at March 31, 2024 March 31, 2023 March 31, 2025 (i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 2 42.31 56.43 - 43 In the opinion of the Board and of the best of their knowledge and belief, the value of realization in respect of the Current Assets, Loans and advances in the ordinary course of business would not be less than the amount at which they are stated in the Balance Sheet and the provision for all known and determined liabilities is adequate and not in excess of amount reasonably required. 44 Segmental Reporting (a) Primary Segment Information The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Accordingly segments have been identified in line with Indian Accounting Standard on Segment Reporting 'Ind AS-108'. The Company is mainly engaged in the business of manufacturing of extensive range of cables including Networking Cables, power Cable, Optical Fiber Cables and Other Allied Products etc. There are no reportable business segment taking into account all the factors ,viz., the nature of product and services ,identical risks and return ,the organization structure and the internal financial reporting system. (b) Geographical information Geographical revenue is allocated based on the location of the customers and non current assets are also allocated based on the location of the assets. The information regarding geographical revenue and non-current assets are as follows: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Revenue from External Customers In India 7,359.15 5,712.41 4 ,696.92 Outside India 8 90.43 8 65.26 739.86 Total revenue as per statement of profit and loss 8 ,249.58 6 ,577.67 5,436.78 As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Non Current Assets Within India (excluding financial assets & deferred tax assets) 1,585.17 8 25.85 535.09 Outside India - - - Total 1 ,585.17 825.85 5 35.09 311ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) 45 Disaggregation of Revenue TheoperationsoftheCompanyarelimitedtobusinessofmanufacturingofextensiverangeofcablesincludingNetworkingCables,powerCable,OpticalFiberCablesandOtherAlliedProducts etc.Revenuefromcontractwithcustomersisfromsaleofmanufacturedgoods.Saleofgoodsaremadeatapointintimeandrevenueisrecogniseduponsatisfactionoftheperformance obligationswhichistypicallyupondispatch/delivery.TheCompanyhasacreditevaluationpolicybasedonwhichthecreditlimitsforthetradereceivablesareestablished.Thereisno significant financing component as the credit period provided by the Company is not significant. Reconciliation of revenue as recognised in the Statement of Profit and Loss with the contracted price For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Revenue as per contracted price 8,263.28 6,592.86 5 ,438.25 Less: Trade Discount, Rebate, variable considration etc: - - - Sale Return 13.70 15.19 1.47 Sale of Products as per Statement of Profit & Loss (Ind AS-115) 8 ,249.58 6 ,577.67 5,436.78 Disaggregated revenue recognised in the Statement of Profit and Loss: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Networking Cables and Solutions 7,250.58 5,490.58 4 ,663.41 Specialty Power, Optical Fibre Cables and Solutions 9 80.91 1,087.09 773.37 Other Allied Products 18.09 - - Total 8 ,249.58 6 ,577.67 5,436.78 Primary Geographical Markets in respect of revenue as recognised in the Statement of Profit and Loss: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 In India 7,359.15 5,712.41 4 ,696.92 Outside India 8 90.43 8 65.26 739.86 Total 8 ,249.58 6 ,577.67 5,436.78 Disaggregated revenue recognised in the Statement of Profit and Loss : For the year ended For the year ended For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 Related Party 3 .42 - - External Customer 8,246.16 6,577.67 5 ,436.78 Total 8 ,249.58 6 ,577.67 5,436.78 Contract Balances The following table provides information about receivables and contract liabilities from contract with customers: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Contract liabilities Advance from Customers 17.07 10.91 6.74 Total 17.07 10.91 6.74 Receivables Trade Receivables 1,631.98 1,372.04 1 ,180.56 Less : Impairment allowance for trade receivables 10.30 7 .95 - Total 1 ,621.68 1 ,364.09 1,180.56 Significant changes in the contract liabilities balances during the year are as follows: As at As at As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 Opening Balance 10.91 6 .73 5.35 Addition during the year 12.62 7 .40 3.62 Revenue recognised during the year 6 .46 3 .22 2.24 Closing Balance 17.07 10.91 6.73 Information about major customers More than 10% of the Revenues is from Two customers aggregating to Rs. 3,1,39.60 million representing approximately 38.06 % of the Company’s revenue from operations for the year ended March 31, 2025. More than 10% of the Revenues is from Two customer aggregating to Rs. 1,993.41 million representing approximately 30.31 % of the Company’s revenue from operations for the year ended March 31, 2024. More than 10% of the Revenues is from one customer aggregating to Rs. 1,760.37 million representing approximately 32.38 % of the Company’s revenue from operations for the year ended March 31, 2023. 46 As required by Ind AS - 24 “Related Party Disclosures” a) Name and description of related parties.- Name Relationship Vipul Family Trust Garima Family Trust Bedrock Estates Private Limited Significant Influence Orient Networks Private Limited Orient International Mr. Vipul Nagpal (Managing Director) Ms Garima Nagpal (Whole Time Director) change in designation w.e.f January 06, 2025 Promoters being classified as Key Management Mr. Vardaan Nagpal (Director) w.e.f. October 25, 2024 Personnel (KMPs) Mr. Vardaan Nagpal (Whole Time Director) w.e.f. March 28, 2025 Mr. Darshan Lal Nagpal (Upto May 15, 2024) Ms. Prem Nagpal (Upto May 15, 2024) Mr. Rakesh Khurmi (Chief Financial Officer) w.e.f. October 01, 2024 Ms. Mona Kaushik (Company Secretary) w.e.f. June 03, 2024 Key Management Personnel (KMPs) Ms. Mona Kaushik (Company Secretary and Compliance officer) w.e.f. November 30, 2024 Mr. Rohit Himatsingka w.e.f. May 29, 2025 Ms. Garima Dhamija w.e.f. March 31, 2025 Independent Directors Mr. Anil Gupta w.e.f. March 31, 2025 Mr. Darshan Lal Nagpal Ms. Prem Nagpal Relative of KMP Mr. Kian Kuber Nagpal 312ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) b) Nature of transactions: -The transactions entered into with the related parties during the year along with outstanding balances as at respective years are as under: Amount Nature of Transactions F.Y 2024-25 F.Y. 2023-24 F.Y. 2022-23 F.Y. 2021-22 A) TRANSACTIONS DURING THE YEAR Sale of Goods Orient International* 3.42 - - Purchase of Goods Orient International* 17.98 - - - Purchase of Capex Orient International* 86.75 - - Rent Paid Mr. Vipul Nagpal 0.12 0.12 0.12 - Orient Networks Private Limited 4.40 - - - Interest on Loan Mr. Vipul Nagpal 0.21 1.12 2.08 1.52 Ms. Garima Nagpal 1.30 2.32 2.67 3.88 Mr. Darshan Lal Nagpal 0.17 0.23 0.22 0.22 Ms. Prem Nagpal 0.20 0.28 0.27 0.27 Remuneration paid Mr. Vipul Nagpal 5.91 2.40 2.40 2.20 Ms. Garima Nagpal 3.36 2.40 2.40 1.10 Mr. Vardaan Nagpal 0.92 0.67 0.42 0.42 Mr. Kian Kuber Nagpal 0.77 0.58 - - Mr. Rakesh Khurmi 7.43 - - Ms. Mona Kaushik 1.99 - - - Reimbursement of Expenses Mr.Vipul Nagpal 1.67 1.08 0.92 2.15 Ms. Garima Nagpal 0.60 4.37 - - Mr Vardaan Nagpal 0.10 - - Mr. Rakesh Khurmi 0.27 - - Ms. Mona Kaushik 0.26 - - Orient International* 0.17 - - Security Paid Orient Networks Private Limited 2.40 - - - Loan Taken Mr. Vipul Nagpal 33.27 34.87 4.12 7 2.85 Ms. Garima Nagpal 1.65 16.20 12.50 0.45 Loan Repaid Mr. Vipul Nagpal 45.66 79.15 12.96 5 7.43 Ms. Garima Nagpal 65.50 24.18 19.31 57.95 Mr. Darshan Lal Nagpal 6.85 - 0.02 1.13 Ms. Prem Nagpal 8.35 - 0.01 1.09 Advance Given Bedrock Estates Private Limited - - 0.04 B) BALANCES OUTSTANDING AS AT YEAR END Remuneration Payable Mr. Vipul Nagpal 0.91 0.20 0.20 0.30 Ms. Garima Nagpal 0.33 0.20 0.20 0.30 Mr. Vardaan Nagpal 0.16 0.06 0.04 0.04 Mr. Kian Kuber Nagpal 0.08 0.06 - - Mr. Rakesh Khurmi 3.09 - - Ms. Mona Kaushik 0.31 - - - Rent Payable Mr. Vipul Nagpal 0.04 0.12 0.12 - Orient Networks Private Limited 0.43 - - - Loan Payable Mr. Vipul Nagpal - 12.24 53.02 6 0.02 Ms. Garima Nagpal - 60.66 71.83 6 4.10 Mr. Darshan Lal Nagpal - 6.50 6.30 6.12 Ms. Prem Nagpal - 7.92 7.67 7.44 Interest Payable Mr. Vipul Nagpal - 1.01 1.87 1.37 Ms. Garima Nagpal - 2.09 2.40 3.49 Mr. Darshan Lal Nagpal - 0.20 0.20 0.20 Ms. Prem Nagpal - 0.25 0.24 0.24 Amount Receivable Bedrock Estates Private Limited - 0.04 0.04 - * The entity has ceased to exist with effect from March 31, 2025. KMP are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director, whether executive or otherwise. Remuneration to key management personnel were as follows: F.Y. 2024-25 Particulars Director Company Secretary CFO Short-term employee benefits 1 0.88 2.11 4.69 Performance linked incentive (‘PLI’) - 0.12 3.00 Post-employment benefit 0.49 0.02 0.01 Share-based payment - - - Dividend paid - - - Commission paid - - - 313ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) F.Y. 2023-24 Particulars Director Company Secretary Short-term employee benefits 4.80 - Performance linked incentive (‘PLI’) - - Post-employment benefit 0.58 - Share-based payment - - Dividend paid - - Commission paid - - F.Y. 2022-23 Particulars Director Company Secretary Short-term employee benefits 4.80 - Performance linked incentive (‘PLI’) - - Post-employment benefit 0.58 - Share-based payment - - Dividend paid - - Commission paid - - As the liabilities for the gratuity are provided on an actuarial basis, and calculated for the Company as a whole rather than each of the individual employees, the said liabilities pertaining specifically to KMP are not known and hence, not included in the above table. 47 The Code on Social Security, 2020 (Code) relating to employee benefits during employment and post-employment benefits has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. However, the date on which the Code comes into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. 48 Financial Risk Management Objectives and Policies The Company’s principal financial liabilities comprise trade and other payables, lease liabilities.The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets include cash and cash equivalents that derive directly from its operations. The Company’s business activities expose it to a variety of financial risks, namely liquidity risk, market risks and credit risk. The Company's senior management has the overall responsibility for the establishment and oversight of the Company's risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. Management of Liquidity Risk Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. The following table shows the maturity analysis of the Company's financial liabilities based on contractually agreed undiscounted cash flows as at the Balance Sheet date. Particulars Notes Nos. Less than 12 months 1 to 5 Years Above 5 Years Total As at March 31, 2025 Trade payables 25 1,200.86 - - 1,200.86 Borrowings 21,24 860.01 274.49 - 1,134.50 Lease Liabilities 7 7.26 10.93 - 18.19 Other liabilities 26 45.44 - - 45.44 As at March 31, 2024 Trade payables 25 1,168.16 - - 1,168.16 Borrowings 21,24 333.66 33.65 - 367.31 Lease Liabilities 7 0.88 1.53 - 2.41 Other liabilities 26 42.38 - - 42.38 As at March 31, 2023 Trade payables 25 1,034.22 - - 1,034.22 Borrowings 21,24 314.70 58.27 - 372.97 Lease Liabilities 7 4.44 2.41 - 6.85 Other liabilities 26 44.98 - - 44.98 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, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and investments. 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 Company is exposed to credit risk from its financing activities, including deposits with banks and financial institutions and other financial instruments. Trade Receivables TheCompanytradeswithrecognizedandcreditworthythirdparties.ItistheCompany’spolicythatallcustomerswhowishtotradeoncredittermsaresubjecttocreditverification procedures.Inaddition,receivablebalancesaremonitoredonanon-goingbasiswiththeresultthattheCompany’sexposuretobaddebtsisnotsignificant. AtMarch31,2025theCompany hadtop10customersthatowedtheCompanymorethanRs.1,145.03million(March31,2024:Rs.925.87million,March31,2023:Rs.857.29million)andaccountedforapproximately63.98% (March 31, 2024: 67.48%, March 31, 2023: 72.62%) of all the receivables outstanding. ThemaximumexposuretocreditriskatthereportingdateisthecarryingvalueofeachclassoffinancialassetsdisclosedinNoteno.13.TheCompanydoesnotholdcollateralassecurity.The Companyisexposedtocreditriskintheeventofnon-paymentbycustomers.CreditriskconcentrationwithrespecttotradereceivablesismitigatedbytheCompany’slargecustomerbase. Adequateexpectedcreditlossesarerecognizedaspertheassessments.TheCompanyevaluatestheconcentrationofriskwithrespecttotradereceivablesaslow,asitscustomersarelocated in several jurisdictions and industries and operate in largely independent markets. 314ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) Financial Instruments and Cash Deposits CreditriskfrombalanceswithbanksandfinancialinstitutionsismanagedbythemanagementinaccordancewiththeCompany’spolicy.TheCompanymaintainsitsCashandcashequivalents andBankdepositswithreputedandhighlyratedbanksHence,thereisnosignificantcreditriskonsuchdepositsCounterpartycreditlimitsarereviewedbythemanagementonanannual basis,andmaybeupdatedthroughouttheyear.Thelimitsaresettominimisetheconcentrationofrisksandthereforemitigatefinanciallossthroughcounterparty’spotentialfailuretomake payments. TheCompany’smaximumexposuretocreditriskforthecomponentsofthebalancesheetatMarch31,2025,March31,2024andMarch31,2023isthecarryingamountsasillustratedinNote no. 9, 12, 15 & 16. Capital Management Capital includes issued equity capital and Securities premium and all other equity reserves attributable to the equity holders. The primary objective of the Company’s capital management is to to ensure the Company’s ability to continue as a going concern and maximize the shareholder value. Particulars Note No. As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 Borrowings* 21,24, 7 1 ,152.69 3 69.72 3 79.82 Less : Cash and Cash equivalents 14 ( 14.53) ( 79.51) ( 45.59) Net Debt 1 ,138.16 2 90.21 3 34.23 Total Equity 1 ,806.72 1 ,275.43 8 75.58 Net Debt to Equity 0 .63 0 .23 0 .38 *Borrowing include Lease Liabilities No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2025, March 31, 2024 and March 31, 2023. 49 Financial Instruments by category Particulars FVTPL FVTOCI As at M Aa mr och rt 3 is1 e, d 2 C0 o2 s5 t Total Carrying Value Total Fair Value 1) Financial Assets I) Cash and Cash equivalents (Note No. 14) - - 1 4.53 1 4.53 14.53 II) Other Bank Balances (Note No. 15) - - 0.83 0.83 0 .83 III) Trade Receivables (Note No. 13) - - 1 ,621.68 1 ,621.68 1,621.68 IV) Investments (Note No. 12) 74.86 - - 7 4.86 74.86 V) Other Receivables (Note No. 9, 16) - - 167.76 167.76 1 67.76 Total financial assets 74.86 - 1,804.80 1,879.66 1 ,879.66 2) Financial liabilities I) Trade payables (Note No. 25) - - 1 ,200.86 1 ,200.86 1,200.86 II) Borrowings (Note No. 21,24) - - 1 ,134.50 1 ,134.50 1,134.50 III) Lease Liabilities (Note No. 7) - - 1 8.19 1 8.19 18.19 IV) Other Liabilities (Note No. 26) - - 4 5.44 4 5.44 45.44 Total Financial liabilities - - 2,398.99 2,398.99 2 ,398.99 Particulars FVTPL FVTOCI As at M Aa mr och rt 3 is1 e, d 2 C0 o2 s4 t Total Carrying Value Total Fair Value 1) Financial Assets I) Cash and Cash equivalents (Note No. 14) - - 7 9.51 7 9.51 79.51 II) Other Bank Balances (Note No. 15) - - 7 0.61 7 0.61 70.61 III) Trade Receivables (Note No. 13) - - 1 ,364.09 1 ,364.09 1,364.09 IV) Investments (Note No. 12) 68.83 - - 6 8.83 68.83 V) Other Receivables (Note No. 9, 16) - - 5 3.06 5 3.06 53.06 Total financial assets 68.83 - 1,567.27 1,636.10 1 ,636.10 2) Financial liabilities I) Trade payables (Note No. 25) - - 1 ,168.16 1 ,168.16 1,168.16 II) Borrowings (Note No. 21,24) - - 367.31 367.31 3 67.31 III) Lease Liabilities (Note No. 7) - - 2.41 2.41 2 .41 IV) Other Liabilities (Note No. 26) - - 4 2.38 4 2.38 42.38 Total Financial liabilities - - 1,580.26 1,580.26 1 ,580.26 Particulars FVTPL FVTOCI As at M Aa mr och rt 3 is1 e, d 2 C0 o2 s3 t Total Carrying Value Total Fair Value 1) Financial Assets I) Cash and Cash equivalents (Note No. 14) - - 4 5.59 4 5.59 45.59 II) Other Bank Balances (Note No. 15) - - 117.27 117.27 1 17.27 III) Trade Receivables (Note No. 13) - - 1 ,180.56 1 ,180.56 1,180.56 IV) Investments (Note No. 12) 30.09 - - 3 0.09 30.09 V) Other Receivables (Note No. 9, 16) - - 1 3.59 1 3.59 13.59 Total financial assets 30.09 - 1,357.01 1,387.10 1 ,387.10 2) Financial liabilities I) Trade payables (Note No. 25) - - 1 ,034.22 1 ,034.22 1,034.22 II) Borrowings (Note No. 21,24) - - 372.97 372.97 3 72.97 III) Lease Liabilities (Note No. 7) - - 6.85 6.85 6 .85 IV) Other Liabilities (Note No. 26) - - 4 4.98 4 4.98 44.98 Total Financial liabilities - - 1,459.02 1,459.02 1 ,459.02 Management has assessed that Cash and cash equivalents, Other balances with banks, Loans, Trade receivables, Other financial assets, Borrowings, Lease liabilities, Trade payables and Other financial liabilities carried at amortized cost (Level 3) approximate their carrying amounts largely due to the short-term maturities of these instruments. Fair value hierarchy : The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below: Level 1: Quoted prices (unadjusted) in active markets for identical assets or Level 2: Inputs other than the quoted prices included within Level 1 that are Level 3: If one or more of the significant inputs is not based on observable market 315ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) Valuation Methodology All financial instruments are initially recognized and subsequently re-measured at fair value as described below : (a) Trade receivables, cash and cash equivalents, borrowings, trade payables and other financial assets and liabilities approximate the carrying value due to their short term maturities. Fair value is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in forced or liquidation sale. (b) The fair value of financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period. (c) Fair value of the remaining financial instruments is determined using discounted cash flow analysis, unless the carrying value is considered to approximate to fair value. There have been no transfers among Level 1, Level 2 and Level 3 during the year. 50 Foreign Currency Exposure a) The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations will arise. b) Details of outstanding hedging contracts relating to foreign exposure - Nil c) Foreign Currency Exposure The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows: Particulars Currency As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Foreign Currency Equivalent Foreign Currency Equivalent Foreign Currency Equivalent (Rs. in million) (Rs. in million) (Rs. in million) Trade Receivables USD/Rs. 3,048,037.35 260.52 2,322,658.33 193.65 2,589,295.62 211.58 Trade Payables USD/Rs. 758,513.31 64.84 1,887,830.72 157.40 2,002,380.88 166.99 Advance from Customers USD/Rs. 55,085.90 4.57 30,565.46 2.55 52,597.58 4.14 Advance to Suppliers USD/Rs. 48,196.46 4.15 388,138.88 32.36 237,269.58 18.96 EURO/Rs. - - 16,701.60 1.51 - - PCFC Loan (Foreign Currency) USD/Rs. 162,944.60 1 3.93 595,263.88 49.63 Foreign currency sensitivity analysis The following details are demonstrate the Company’s sensitivity to a 5% increase and decrease in the Rs. against the relevant foreign currencies. The sensitivity analysis includes only outstanding foreign currency denominated monetary items as tabulated above and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates an increase in profit or equity and vice-versa. Impact on profit or loss for the As at March 31, 2025 As at March 31, 2024 As at March 31, 2023 Rupee Rupee weakens by Rupee weakens by Rupee strengthens strengthens by 5% Rupee strengthens 5% by 5% Rupee weakens by 5% 5% by 5% USD ( 9.76) 9 .76 ( 3.30) 3 .30 ( 2.97) 2 .97 EURO - - 0 .08 ( 0.08) - - 51 Details of loans given, investments made and guarantee given under section 186(4) of the Companies Act, 2013 Particulars Amount outstanding as Amount outstanding as Amount outstanding as at March 31, 2025 at March 31, 2024 at March 31, 2023 Investment Made (Refer note no. 12) 74.86 68.83 3 0.09 52 Tax Reconciliation Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Net Profit as per Profit and Loss Account (before tax) 7 17.10 5 43.59 348.71 Current Tax rate 25.17% 25.17% 25.17% Current Tax 1 80.48 1 36.81 8 7.77 Adjustment: Other Adjustments (6.08) 11.83 1.14 Interest on Income Tax 0.13 3.64 - Ind AS Impact (2.02) 0.75 ( 0.49) Tax Provision as per Books 1 72.51 153.03 8 8.42 53 Corporate Social Responsibility expenses Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 Gross amount to be spent by Company during the year 7.84 5.37 3 .93 Amount approved by the board to be spent during the year 8 .00 5 .37 3.93 Unspent amount of previous year 7.30 5.51 3.82 Total 15.31 10.88 7.75 Amount spent during the year Contribution on acquisition of assets - - - On other purpose 15.31 3 .58 2.24 Amount remaining unspent/(overspent) - 7.30 5 .51 Shortfall at the end of the year - 7 .30 5 .51 Total of previous year shortfall - 1 .93 1 .57 Reason for shortfall Note 1 Note 1 Nature of CSR Activities Note 2 Note 2 Note 2 Detail of related party transactions in relation to CSR expenditure as per Ind AS 24, Related Party Disclosures Nil Nil Nil Note 1 : Lack of Available Expertise and Sudden shifts in priority and emergency situations due to COVID-19 Note 2 : Nature of CSR activity includes promoting primary school education, career education & development, skill education & empowerment and food to beggars etc. Year Opening Balance Amount spent during the year Closing Balance Amount required to In Separate In Separate CSR From Company’s bank From Separate CSR With Company be spent during the With Company CSR Unspent Unspent A/c A/c Unspent A/c year A/c 2024-25 3.56 3.74 - - 7.30 - - 2023-24 5.33 0.17 5.38 1.66 1.92 3.56 3.74 2022-23 3.82 - 3.93 1.84 0.41 5.33 0.17 FY 2024-25: Rs. 3.56 million & Rs 0.04 million was transferred to the separate CSR account on September 20, 2024 and March 28, 2025 respectively. 316ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) Details of CSR expenditure under Section 135(5) of the Act in respect of unspent amount other than ongoing projects Amount deposited in Opening Amount required to Specified Fund of Amount spent during Closing Balance Year Balance be spent during the Schedule VII of the Act the year unspent unspent year within 6 months 2024-25 - 7.84 8.00 - 2023-24 - - - - - 2022-23 - - - - - 54 Analytical Ratios (as required by Schedule III of the Companies Act, 2013) S. No. Ratio Numerator Denominator As at As at As at March 31, 2025 March 31, 2024 March 31, 2023 1 Current ratio (in times) Total current assets Total current liabilities 1 .20 1 .30 1 .30 2 Debt-Equity ratio (in times) Debt consists of borrowings and Total equity 0 .64 0 .29 0 .43 lease liabilities 3 Debt service coverage ratio (in times) Earning for Debt Service = Net Profit Debt service = Interest and 4 .24 6 .11 8 .72 after taxes + Non-cash operating lease payments + Principal expenses + Interest + Other non- repayment cash adjustment 4 Return on equity ratio (in %) Net Profit After Tax Average Shareholder’s equity 34.58% 37.26% 34.81% 5 Inventory turnover ratio (in times) Revenue from operations Average Inventory 1 4.59 1 7.59 1 5.81 6 Trade receivables turnover ratio (in Revenue from operations Average trade receivables 5 .53 5 .17 5 .43 times) 7 Trade payables turnover ratio (in times) Net Credit Purchase Average trade payables 5 .71 4 .74 4 .67 8 Net capital turnover ratio (in times) Revenue from operations Working capital (i.e. Total 1 8.85 1 3.78 1 3.01 current assets less Total current liabilities) 9 Net profit ratio (in %) Profit/(Loss) after Tax for the year Revenue from operations 6.46% 6.09% 4.77% 10 Return on capital employed (in %) Profit before tax and finance cost Average Capital employed = 36.46% 41.13% 35.93% Net worth + Total Debt + Lease liabilities + Deferred tax liabilities 11 Return on investment (in%) Income generated from invested Average invested funds in funds treasury investments (a) Market Linked Investment Gain on fair valuation Average investment in Mutual 8.39% 7.57% 0.60% Funds (b) Fixed Income Investments Interest Income Average investment in Fixed 3.83% 9.03% 4.52% Income investments 55 Other Statutory Information i) The title deeds of immovable properties (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the Company. ii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current year or previous year. iii) The Company does not have any investment in properties. iv) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property. v) The Company has not advanced any loans or advances in the nature of loans to specified persons viz. promoters, directors, KMPs, related parties; which are repayable on demand or where the agreement does not specify any terms or period of repayment. vi) The Company has utilised funds raised from borrowings from banks for the specific purposes for which they were taken. vii) The Company has been sanctioned working capital limits from banks or financial institutions on the basis of security of current assets and the quarterly returns or statements filed by the company with such banks or financial institutions are in agreement with the books of account of the Company except as mentioned hereunder:. FY 2024-25 Qtr ending Bank Name Particulars Amo Bu on ot k a ss o p f e Ar c U con ua nu td si ted A rm i en to utu h rn net / qa su ts a ar tre etp meo r er ly nte t d Difference Reason for Discrepancies 33 00 -- SJu en p- -2 24 4 BH aD nF kC / IB Ca ICn Ik / BC aI nT kI T I T In nr rv va ae ed dn ne et t R Ro or re ey yc ce ei iv va ab bl le es s 1 2 , , 6 04 52 99 81 41 8. .. .5 51 41 12 1 1 2 , , 6 04 53 98 69 88 8. .. .8 37 31 97 1 ( 1 2 ( 8 32 0. .. .3 83 00 85 9) ) T ch ue si td n osi mutff h pe ee pr r e g l sin "r e oc r ae su ns "p d&a in r O "ge a v od d efu rv " he aa ent d ao cv de t a h f in r me c o e pc m h at oa ctn ig ne 31-Dec-24 Trade Receivables 1 ,916.19 1,907.64 8.55 valuation. FY 2023-24 Qtr ending Bank Name Particulars Amo Bu on ot k a ss o p f e Ar c U con ua nu td si ted A rm i en to u tu rhn net / qa su ts a ar tre etp meo r er ly nte t d Difference Reason for Discrepancies 30-Jun-23 T Inr va ed ne t R ore yceivables 1 , 2 30 77 3. .0 89 8 1 , 1 37 86 8. .5 67 3 ( 1 3 40 .7.5 52 ) The differences are due to the change 30-Sep-23 T Inr va ed ne t R ore yceivables 1 , 3 32 80 6. .9 12 7 1 , 3 32 78 9. .2 24 2 ( 7 6. .3 92 5) i sn u pth pe li g err so "u &pi "n ag d o vf a " na cd ev fa rn oc me to Trade Receivables 1 ,493.94 1,489.84 4.10 customers" and valuation & 31-Dec-23 c sl ta as tesi mfic ea nt ti so fn il o edf i wnv ite hn t to hr ey l, e i nn d t eh re s . HDFC Bank/CITI Inventory 344.38 344.38 - Bank/ICICI Bank Revenue reversed as per Ind AS 115 accordingly Trade receivables Trade Receivables 1 ,372.04 1,509.43 (137.39)decreased due to sale reversal 31-Mar-24 Revenue reversed as per Ind AS 115 accordingly inventory increased which was shown as Goods in transit and Inventory 403.53 310.70 92.83 valuation impact 317ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) FY 2022-23 Amount as reported Qtr ending Bank Name Particulars Amount as per Unaudited in the quarterly Difference Reason for Discrepancies Books of Accounts return/statement 30-Jun-22 Trade Receivables 874.60 874.47 0.13 Inventory 350.47 350.47 - The differences are due to the change 30-Sep-22 HDFC Bank/CITI T Inr va ed ne t R ore yceivables 8 38 52 6. .9 10 0 8 37 41 1. .6 74 9 1 11 4. .2 36 1 i sn u pth pe li g err so "u &pi "n ag d o vf a " na cd ev fa rn oc me to 31-Dec-22 Bank/ICICI Bank T Inr va ed ne t R ore yceivables 9 49 09 2. .3 42 0 9 48 05 2. .3 97 5 1 (03 .. 59 55 ) c cu las st so im fice ar ts i" o n a on fd i nva vl eu na tt oio ryn , & in the 31-Mar-23 Trade Receivables 1 ,180.56 1,180.56 - statements filed with the lenders. Inventory 344.21 342.67 1.54 viii) The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting period but before the date when restated financial statements are approved. ix) The Company does not have any transactions with struck-off companies. x) The Company does not have any transaction which is not recorded in the books of accounts but has been surrendered or disclosed as income during the 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). xi) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year. xii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017. xiii) The Company does not have any charges or satisfaction which is yet to be registered with the Registrar of Companies (ROC) beyond the statutory period except mentioned hereunder in: Description of the charge not registered as on March 31, 2025 the period (in days or RD eu ge i sD tra at te i oo nf D Ra et ge i o stf r A ac tt iou nal L Ro eca gt isio trn a o rf mon chth as r) g eb y h aw dh tic oh b s eu ch Reason for Delay Type Charge Holder Name Amount Involved ROC registered Vehicle Loan M Se er rc ve icd ee ss - IB ne dn iaz PF vin t.a n Lc tdia .l 5.50 Delhi 13-Mar-22 NA Delhi 30 Days mT ii snh sa ee d d f vo ter orm t be enw t fa l iy ls e d Description of the charge not registered as on March 31, 2024 the period (in days or RD eu ge i sD tra at te i oo nf D Ra et ge i o stf r A ac tt iou nal L Ro eca gt isio trn a o rf mon chth as r) g eb y h aw dh tic oh b s eu ch Reason for Delay Type Charge Holder Name Amount Involved ROC registered Vehicle Loan M Se er rc ve icd ee ss - IB ne dn iaz PF vin t.a n Lc tdia .l 5.50 Delhi 13-Mar-22 NA Delhi 30 Days mT ii snh sa ee d d f vo ter orm t be enw t fa l iy ls e d Description of the charge not registered as on March 31, 2023 RD eu ge i sD tra at te i oo nf D Ra et ge i o stf r A ac tt iou nal L Ro eca gt isio trn a o rf mth oe n c hp th ae s rr ) gi o ebd y h ( awi dn h tid c oa h by s es u o cr h Reason for Delay Type Charge Holder Name Amount Involved ROC registered Vehicle Loan M Se er rc ve icd ee ss - IB ne dn iaz PF vin t.a n Lc tdia .l 5.50 Delhi 13-Mar-22 NA Delhi 30 Days mT ii snh sa ee d d f vo ter orm t be enw t fa l iy ls e d 318ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) ANNEXURE VI - NOTES TO RESTATED FINANCIAL INFORMATION (All amounts are in INR millions, unless otherwise stated) xiv) The Company has not filed any scheme of arrangements in terms of section 230 to 237 of the Companies Act, 2013 during the year xv) The Company has 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. xvi) The Company has 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 Company 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. 56 Basis of Transition to Ind - AS AsstatedinNote3,thesefinancialstatementsforyearendedMarch31,2024arethefirstfinancialstatementspreparedinaccordancewithIndAS.Forperiodsuptoandincludingtheyear endedMarch31,2023,theCompanyprepareditsfinancialstatementsinaccordancewithaccountingstandardsnotifiedundersection133oftheCompaniesAct,2013andotherprovisionsof the Act (Previous GAAP). Accordingly,theCompanyhaspreparedfinancialstatementswhichcomplywithIndASapplicableforyearendedMarch31,2023,togetherwiththecomparativeperioddataasatandforthe year ended March 31, 2022, as described in the summary of material accounting policies. In preparing these financial statements, the Company's opening balance sheet was prepared as at April 01, 2021, the Company's date of transition to Ind AS. TherestatedfinancialinformationasatandfortheyearendedMarch31,2022havebeenpreparedafterincorporatingIndASadjustments(bothre-measurementsandreclassifications)tobe madeinaccountingheadsfromtheirAccountingStandardsvaluesasonthedateoftransition(i.e.April01,2021)followingaccountingpolicies(bothmandatoryexceptionsandoptional exemptions availed as per Ind AS 101) consistent with that used at the date of transition to Ind AS. This is in accordance with requirements of SEBI Circular No.- SEBI/HO/CFD/DIL/CIR/P/2016/47datedMarch31,2016andGuidanceNoteOnReportsinCompanyProspectusesissuedbyICAI,asamended/revised.Alsorefernotebelowwhichexplains exemptionsavailedbytheCompanyinrestatingitsPreviousGAAPfinancialstatements,includingthebalancesheetasatApril01,2021andthefinancialstatementsasatandfortheyear ended March 31, 2022 and March 31, 2023. Ind- AS Optional Exemptions 1. Deemed Cost Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 'Intangible Assets' . Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value. 2. Business Combinations Ind AS 101 provides the option to apply Ind AS 103 prospectively from the transition date or from a specific date prior to the transition date. This provides relief from full retrospective application that would require restatement of all business combinations prior to the transition date. The Company elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occurring prior to the transition date have not been restated instead have been accounted as per previous GAAP. 3. Leases The Company has adopted Ind AS -116 by applying exemption provided under Ind AS-101. Following approach has been followed on transition date i.e. April 01, 2022 when applying Ind AS - 116 initially: (i) Lease liability is recognised, for leases which were previously classified as operating leases, by measuring the present value of remaining lease payments, discounted using the incremental borrowing rate at the date of initial application. (ii) a right of use assets is recognised at an amount equal to lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the statement of assets and liabilities immediately before the date of initial application. The Company, also applied the available practical expedients wherein it: (a) used a single discount rate to a portfolio of leases with reasonably similar characteristics. (b) applied the short-term lease exemptions to leases which lease term that ends within 12 months at the date of initial application. (c) excluded the initial direct costs from the measurement of right of use assets at the date of initial application. Ind-AS Mandatory Exceptions 1. Estimates An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made in for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April 01, 2022 are consistent with the estimates as at the same date made in conformity with previous GAAP. Key estimates considered in preparation of financial statements that were not required under the previous GAAP are listed below: - fair valuation of financial instrument carried at FVTPL - Impairment of financial assets based on the expected credit loss model 2. Classification and measurement of financial assets Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS. Accordingly, classification and measurement of financial asset has been based on the facts and circumstances that exist at the date of transition to Ind AS, if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on the facts and circumstances that exist at the date of transition to Ind AS. Measurement of financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable. 3. Impairment of financial assets The Company has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial instruments were initially recognized in order to compare it with the credit risk at the transition date. Further, the Company has not undertaken an exhaustive search for information when determining, at the date of transition to Ind ASs, whether there have been significant increases in credit risk since initial recognition, as permitted by Ind AS 101. 4. De-recognition of financial assets and financial liabilities The Company has elected to apply the de-recognition requirements for financial assets and financial liabilities in Ind AS 109 prospectively for transactions occurring on or after date of transition to Ind AS. 57 Reconciliation from previous GAAP The following reconciliations provide a quantification of the effect of differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS 101 whereas the notes explain the significant differences thereto a. Reconciliation of Total Equity b. Reconciliation of Profits as previously reported under IGAAP to Ind AS c. Reconciliation of Cash Flow for the year ended March 31, 2023 c-1. Reconciliation of Balance Sheet as at March 31, 2023 d. Reconciliation of Statement of Profit and Loss for the year ended March 31, 2023 e. Notes to the above reconciliations 319ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) (All amounts are in INR millions, unless otherwise stated) 57 Reconciliation of IGAAP with Ind AS Financial Statement a Reconciliation of Total Equity as at March 31, 2023 and April 1, 2022 Note No. As at March As at March Particulars 31,2023 31,2022 A Total equity under previous GAAP 878.84 620.97 Less: Restatement adjustment - prior period expenses 3 - 3.84 878.84 617.13 Adjustments: Ind AS 116 Adjustments 4 ( 0.49) (0.00) Remesurement of Provision for Gratuity 1 ( 3.49) (2.03) Gain/Loss on Fair Valuation of Financial Instrument at FVTPL 5 0.09 - Recognition of Deferred Tax Assets 2 1.79 1 .36 D Total adjustment to equity ( 2.10) (0.67) Total equity under Ind AS 876.73 616.46 b Reconciliation of total comprehensive income for the year ended March 31, 2023 and March 31, 2022 Note No. For the year For the year Particulars ended ended March 31, 2023 March 31, 2022 Net Profit as per IGAAP 258.39 206.15 Restatement adjustment - prior period expenses 3.84 (1.87) Adjustments During the year: Recognition of Deferred Tax Assets 2 0.43 0.33 Remesurement of Provision for Gratuity 1 ( 1.46) (0.85) Actuarial (gain)/loss on employee defined benefit fund 1 ( 0.08) 0 .06 recognised in other comprehensive income Gain/Loss on Fair Valuation of Financial Instrument at FVTPL 5 0.09 - Income Tax for Earlier Years 3 ( 1.14) (0.53) Ind AS 116 Adjustments 4 ( 0.49) 0.05 Total adjustment to equity 1.19 (2.81) Net Profit as per Ind-AS 259.58 2 03.35 Other Comprehensive Incomes A.) Items that will not be reclassified to profit or loss (i) remeasurement of defined benefit plans; 1 0.08 0 .07 B.) Items that will be reclassified to profit or loss; - - Total of Other Comprehensive Income 0.08 0 .07 Total Comprehensive Income as per Ind-AS 259.65 2 03.42 c Reconciliation of cash flows for the year ended March 31, 2023 Effect of Particulars IGAAP transition to Ind Ind AS AS* Net cash generated from/(used in) operating activities 239.48 (41.50) 197.98 Net cash generated from/(used in) investing activities ( 185.73) (2.55) ( 188.28) Net cash generated from/(used in) financing activities (53.38) 18.20 (35.18) Net increase/(decrease) in cash and cash equivalents 0.37 (25.85) ( 25.48) Cash and cash equivalents at the start of the year 164.42 (93.35) 71.07 Cash and cash equivalents at the end of the year 1 64.79 (119.20) 45.59 * The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities. However, for the purpose of the Statement of Cash Flows, cash and cash equivalent comprise of cash at bank and on hand, short term deposits with an original maturity of three months or less and is net of outstanding bank overdraft as the same is considered an integral part of Company's cash management. 320ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) (All amounts are in INR millions, unless otherwise stated) 57. c-1 Reconciliation of Balance Sheet as at March 31, 2023 Re Particulars Previous GAAP* classification/Ind Ind AS AS Adjustment ASSETS Non-current Assets (a) Property, Plant and Equipment 4 53.42 ( 0.00) 4 53.41 (b) Capital Work In Progress 7 2.77 - 72.77 (c) Right-of-Use Assets - 6.53 6 .53 (d) Intangible Assets 2 .37 - 2 .37 (e) Financial Assets (i) Others 11.64 (10.50) 1 .14 (f) Other Non-Current Assets 63.72 (63.72) - Total Non-Current Assets 603.92 (67.69) 536.23 Current Assets (a) Inventories 3 42.67 1.53 3 44.21 (b) Financial Assets (i) Investments - 30.09 30.09 (ii) Trade Receivables 1,180.56 - 1,180.56 (iii) Cash and Cash Equivalents 1 63.64 ( 118.05) 45.59 (iv) Bank Balances other than (ii) above - 117.27 1 17.27 (v) Others - 12.45 12.45 (c) Current Tax Assets (Net) - 1.71 1 .71 (d) Other Current Assets 1 56.45 (57.57) 98.87 Total Current Assets 1 ,843.32 (12.57) 1 ,830.75 Total Assets 2 ,447.24 (80.26) 2 ,366.98 EQUITY AND LIABILITIES Equity (a) Equity Share Capital 10.20 - 10.20 (b) Other Equity 8 68.64 ( 2.11) 8 66.53 Total Equity 878.84 ( 2.11) 876.73 LIABILITIES Non-current Liabilities (a) Financial Liabilities (i) Borrowings 2 44.64 ( 186.36) 58.27 (ii) Lease Liabilities - 2.41 2 .41 (b) Provisions - 5.94 5 .94 (c) Deferred Tax Liabilities (Net) 1 3.71 ( 1.79) 11.92 (d) Other Liabilities (Net) 6.74 ( 6.74) - Total Non-Current Liabilities 265.09 (186.54) 78.55 Current Liabilities (a) Financial Liabilities (i) Borrowings 1 33.01 181.69 3 14.70 (ii) Trade Payables (A) total outstanding dues of micro enterprises and small enterprises ; and 86.98 - 86.98 (B) total outstanding dues of creditors other than micro enterprises and small enterprises. 9 47.24 - 9 47.24 (iii) Lease Liabilities - 4.44 4 .44 (iv) Others - 44.98 44.98 (b) Other Current Liabilities 35.28 (22.63) 12.65 (c) Provisions 1 00.80 ( 100.08) 0 .72 (d) Current Tax Liabilities (Net) - - - Total Current Liabilities 1 ,303.31 1 08.39 1 ,411.70 Total Equity and liabilities 2 ,447.24 (80.26) 2 ,366.98 * The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note. 321ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) (All amounts are in INR millions, unless otherwise stated) 57. d (i) Reconciliation of Statement of Profit & Loss for the year ended March 31, 2023 Re Particulars Previous GAAP* classification/Ind Ind - AS AS Adjustment Income I Revenue from Operation 5 ,436.78 - 5,436.78 II Other Income 17.36 7.20 2 4.16 III Total Income (I+II) 5,454.14 7.20 5,460.94 IV Expenses Cost of Material Consumed 4 ,110.55 8.82 4,119.37 Changes in inventories of finished goods, Stock-in -Trade and Work-in-Progress 135.68 - 135.68 Employee Benefits Expense 244.64 1.12 245.76 Finance Costs 69.52 ( 13.51) 5 6.01 Depreciation and amortization expenses 47.64 5.14 5 2.78 Other Expenses 499.34 3.30 502.63 Total Expenses (IV) 5,107.37 4.86 5,112.23 V Profit / (Loss) before exceptional items 346.77 2.34 3 48.71 and tax (III-IV) VI Exceptional Items - - - VII Profit / (loss) before tax (V-VI) 3 46.77 2 .34 3 48.71 VIII Tax expense (1) Current Tax 87.28 - 8 7.28 (2) Deferred Tax 1.09 (0.39) 0.70 (3) Income Tax for Earlier Years - 1.14 1.14 Profit/(loss) for the year 258.39 1.58 2 59.58 Other Comprehensive Income A.) Items that will not be reclassified to profit or loss (i) remeasurement of defined benefit plans; - 0.05 0.05 Tax impact on above Item 0.01 0.01 B.) Items that will be reclassified to profit or - - - loss Other comprehensive income for the year after tax - 0.06 0.06 Total comprehensive income for the year 258.39 1.65 2 59.65 * The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note. 322ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} (CIN: U31300DL2005PLC140809) (All amounts are in INR millions, unless otherwise stated) 57 e Notes to the Reconciliation Statements 1 Actuarial valuation impact on employee benefits UptotheyearendedMarch31,2022theCompanydidn'tmakeprovisionforgratuityinaccordancewiththerequirementofapplicableaccounting standard.Accordingly,ProvisionforgratuityhasbeenrestatedbytheCompanyasatApril01,2022andfortheyearendedMarch31,2023inaccordance withIndAS-19.Further,provisionforgratuityuptoyearendedMarch31,2022whichwerenotbookedearlierasperapplicableaccountingstandard,is debited to retained earnings as at April 01, 2022. UnderpreviousGAAP,actuarialgainsandlossesrelatedtothedefinedbenefitschemesforgratuitywererecognisedinprofitorloss.UnderIndAS,the actuarialgainsandlossesformpartofRemeasurementofthenetdefinedbenefitliability/assetwhichisrecognisedinOthercomprehensiveincome(OCI). Consequently, the tax effect of the same has also been recognised in OCI instead of profit or loss. 2 Deferred Tax UnderpreviousGAAP,deferredtaxeswererecognisedforthetaxeffectoftimingdifferencesbetweentaxableprofitsandaccountingprofitsfortheyear usingtheIncomestatementapproach. IndAS-12requiresentitiestoaccountfordeferredtaxesusingthebalancesheetapproach,whichfocuseson temporarydifferencesbetweenthecarryingamountofanassetorliabilityinthebalancesheetanditstaxbase.Italsoincludesimpactofdeferredtax arising on account of transition to Ind AS. 3 Prior Period Expenses Priorperioderrorshavebeencorrectedretrospectivelybyrestatingthecomparativeamountsforpriorperiodspresentedinwhichtheerroroccurredorif the error occurred before the earliest period presented, by restating the retained earnings as at April 01, 2022 4 Leases UnderpreviousGAAP,lesseeclassifiedaleaseasanoperatingorafinanceleaseonwhetherornottheleasetransferredsubstantiallyallriskandrewards incidenttotheownershipofanasset.Operatingleasewereexpensedinthestatementofprofitandloss.IndAS-116setsouttheprinciplesforthe recognition, measurement, presentation and disclosure of leasesforboth partiestoa contract i.e.,the lessee and the lessor.UnderInd AS-116, all arrangementthatfallunderthedefinitionofleaseexceptthoseforwhichshort-termleaseexemptionorlowvalueexemptionisapplied.theOntransition, TheadoptionoftheIndAS-116,resultedinrecognitionof'RightofUse'assetandaleaseliabilityofsimilaramount.Rightofuseassetsisamortisedover the lease term on a straight line basis and lease liability is measured at amortised cost at the present value of future lease payments. Theleaseexpenses,whichwererecognisedasasingleamount(operatingexpenses),willconsistoftwoelements:depreciationandinterestexpenses.The CompanyhasassessedtheimpactofapplicationofIndAS116onCompany’sfinancialstatementsandprovidednecessarytreatmentsanddisclosuresas required by the standard. Theeffectofthisadoptionisinsignificantontheprofitbeforetaxandearningspershare.IndAS116willresultinanincreaseincashinflowsfrom operating activities and an increase in cash outflows from financing activities on account of lease payments 5 Fair valuation of investments in mutual funds UnderpreviousGAAP,currentinvestmentssuchasmutualfundsweremeasuredatlowerofcostorfairvalue.UnderIndAS,theseinvestmentsare requiredtobemeasuredatfairvalue.TheresultingfairvaluechangesoftheseinvestmentshavebeenrecognisedinthestatementofProfitandlossforthe year ended March 31, 2023. 6 Effect of transition to Ind AS on cash flow statement for the year ended March 31, 2023 IndASadjustmentsareeithernoncashadjustmentsorareregroupingamongthecashflowsfromoperating,investingandfinancingactivitiesandhasno impact on the net cash flow for the year ended March 31, 2023 as compared with the previous GAAP. 7 Retained Earnings Retained Earnings as at April 01, 2022 has been adjusted consequent to the above Ind AS transition adjustments. 32358 Intial Public Offer TheCompanyisinprocessofInitialPublicOffer(IPO)toraisefundthroughfreshissueofequitysharesandofferforsale. DuringtheyearendedMarch 31,2025theCompanyhadpaidRs.27.91millionasadvanceforIPOrelatedexpenses.SuchamountswereshownasotheradvancesunderNote16and theseIPOexpenseswillbeadjustedagainstsecuritiespremiumaccountinaccordancewithsection52oftheCompaniesAct,2013uponthesharesbeing issued. 59 PursuanttotheBoardResolutiondatedMarch28,2025,OrientCables(India)LimitedhasincorporatedaSubsidiaryOCLGreentechPrivateLimitedon May05,2025andMrVipulNagpal,ManagingDirectorandVardaanNagpal,WholeTimeDirectoroftheOrientCables(India)Limitedhavebeenappointed asthedirectorsoftheaforementionedSubsidiary.HowevergiventhatOCLGreentechPrivateLimitedhasbeenincorporatedpostFiscal2025,ithasnot been consolidated in the Restated Financial Information for Fiscal 2025, 2024 and 2023. 60 AttherecommendationofNominationandremunerationcommitteeandpursuanttotheresolutionpassedbytheBoardofDirectorsintheirmeetingheld onJune12,2025,andapprovedbytheShareholderattheirannualgeneralmeetingheldonJune13,2025 theCompanyhasannouncedtheOCLEmployee StockOptionScheme2025(“OCLESOPScheme2025”)forissueofoptionstotheeligibleemployeeswhichmayresultinissueofEquitySharesnot exceeding4,000,000EquityShares.TheOCLESOPScheme2025hasbeenframedincompliancewiththeSecuritiesandExchangeBoardofIndia(Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 61 PursuanttoapprovalbytheShareholdersattheirannualgeneralmeeting heldonJune13,2025,theCompanyhasincreaseditsauthorisedsharecapital fromRs.115.00milliondividedinto11,50,00,000equitysharesofRs.1/-eachtoRs.130.00milliondividedinto13,00,00,000equitysharesofRs.1/-each by the creation of additional 1,50,00,000 equity shares of Rs. 1/- each. 62 (i) Previous year's figures have been regrouped and reclassified wherever necessary to confirm current year classification / presentation. (ii) Figures represnting 0.00 miilion are below Rs. 5,000/- As per our report of even date For Khandelwal Jain & Co. For and on behalf of the Board of Orient Cables (India) Limited Chartered Accountants Firm Registration No. 105049W Vipul Nagpal Garima Nagpal Chairman and Managing Director Whole Time Director Ravi Dakliya DIN: 00469000 DIN: 01886696 Partner Membership No. 304534 Mona Kaushik Rakesh Khurmi Place: Bhiwadi Company Secretary and compliance officer Chief Financial Officer Date: July 10, 2025 M.No. ACS 25230 PAN : AFFPK3422G 324ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} Reg. Office: Second floor, House No. 8, Block D, Ashok Vihar Phase-1 New Delhi 110052 (CIN: U31300DL2005PLC140809) ANNEXURE VII - STATEMENT OF ADJUSTMENTS TO THE RESTATED FINANCIAL INFORMATION (All amounts are in INR miilions, unless otherwise stated) Summarized below are the restatement adjustments made to equity as at March 31, 2025, March 31, 2024 and March 31, 2023 , and their consequential impact on the equity of the Company: As at Particulars March 31, 2025 March 31, 2024 March 31, 2023 A. Total Equity as per Statutory Ind AS Financial Statements and Statutory IGAAP Financial Statemnets 1,806.72 1 ,275.70 8 78.84 B. Adjustement : Material restatement adjustments (i) Audit qualification - - - (ii) Adjustments due to prior period items / other adjustments - Income tax expenses for earlier years - ( 0.27) ( 1.14) - Difference on account of Prior period expenses - - 0 .27 - Difference on account of Ind AS 116 (Leases) - - ( 0.40) - Difference on account of Ind AS 19 (Employee Benefit Expenses) - - ( 2.06) - Difference on account of Ind AS 19 (Finance Costs) - - ( 0.84) - Difference on account of Ind AS 19 (OCI) - - ( 0.21) (iii) Deferred tax impact on adjustment (i) and (ii), as applicable - - 1 .12 C . Total impact of adjustments in (i+ii) - ( 0.27) ( 3.26) D. Total Equity as per restated financial information (A+C) 1 ,806.72 1 ,275.43 8 75.58 Summarized below are the restatement adjustments made to the net profit after tax for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and their impact on the profit / (loss) of the Company: For the year ended Particulars March 31, 2025 March 31, 2024 March 31, 2023 A. Net profit after tax as per Statutory Ind AS Financial Statements and Statutory IGAAP Financial Statemnets 531.01 3 98.98 2 58.39 B. Adjustement : Material restatement adjustments (i) Audit qualification - - - (ii) Adjustments due to prior period items / other adjustments - Income tax expenses for earlier years 0.27 0.87 ( 1.14) - Difference on account of Prior period expenses - - 3 .84 - Difference on account of Ind AS 116 (Leases) - - ( 0.39) - Difference on account of Ind AS 19 (Employee Benefit Expenses) - - ( 1.11) - Difference on account of Ind AS 19 (Finance Costs) - - ( 0.39) - Difference on account of Ind AS 19 (OCI) - - 0 .05 (iii) Deferred tax impact on adjustment (i) and (ii), as applicable - - 0 .41 C . Total impact of adjustments in (i+ii) 0.27 0.87 1.26 D. Net Profit after tax as per restated financial information (A+C) 5 31.28 3 99.85 2 59.65 Note to adjustment: 1. Adjustments for audit qualification: None 2. Material regrouping Appropriateadjustmentshavebeenmadeintherestatedfinancialinformation,whereverrequired,byaresclassificationofthecorrespondingitemsofincome,expenses, assets,liabilitiesandcashflowsinordertobringtheminlinewiththegroupingsaspertheDivisionIIofIndASScheduleIIIoftheCompaniesAct,2013('theAct')andthe requirementsoftheSecuritiesandExchangeBoardofIndia(IssueofCapital&DisclosureRequirements)Regulations,2018(asamended).Accordingly,theCompanyhas presentedtheRestatedfinancialinformationasatandfortheyearendedMarch31,2025,March31,2024andMarch31,2023followingtherequirementsofScheduleIIIof the Act. 3. Material restatement adjustments Difference on account of change in Income tax expenses for earlier years. 325ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} Reg. Office: Second floor, House No. 8, Block D, Ashok Vihar Phase-1 New Delhi 110052 (CIN: U31300DL2005PLC140809) ANNEXURE VII - STATEMENT OF ADJUSTMENTS TO THE RESTATED FINANCIAL INFORMATION (All amounts are in INR miilions, unless otherwise stated) 4. Non-Adjusting Items: a. Qualifications and Emphasis of Matters in the Auditors’ report which do not require any corrective adjustments in the Restated Financial Information There are no audit qualification in Auditor's reports on the financial statements for year ended March 31, 2025 and financial years ended March 31, 2024 and March 31, 2023. b. Emphasis of Matters for the respective years, which do not require any adjustments in the Restated Summary Statements are as follows: Other Matter I. As at and for the year ended March 31, 2024 The comparative financial statements of the Company for the year ended March 31, 2023 were audited by predecessor auditor. The report of the predecessor auditor on comparative financial statements for the year ended March 31, 2023 dated September 04, 2023 expressed an unmodified opinion II. As at and for the year ended March 31, 2023 The statutory audit of financial statements of the Company as at and for the year ended March 31, 2023 which were prepared in accordance with the Indian GAAP and approved by the Board of Directors in their meeting held on September 04, 2023, was conducted by M/s V M Gupta & Associates who have expressed an unmodified opinion thereon vide their report dated September 04, 2023. The company appointed S K Agarwal & Associates holding a valid peer review certificate issued by the “Peer Review Board” of the ICAI, who carried out an audit of the Special Purpose Ind AS Financial Statements for the limited purpose of complying with the requirement under the SEBI ICDR Regulations in respect of the financial statements . c. Auditor's comments in Annexure to Auditors’ Report, which do not require any corrective adjustments in the Restated Financial Information In addition to the audit opinion on the financial statements, the auditors are required to comment upon the matters included in the Companies (Auditor’s Report) Order, 2016 ('CARO') issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Companies Act, 2013 for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Certain statements/comments included in the annexure to the Auditors' report on the financial statements (i.e. CARO), which do not require any adjustments in the Restated Financial Information are reproduced below in respect of the financial statements presented Financial Year 2024-25 Clause (ii)(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks or financial institutions on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and statements filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the Company, of the respective quarters, except for the following: Amount as per Amount as reported in the Qtr ending Particulars Unaudited Books of Difference quarterly return/statement Accounts Trade Receivables 1,621.51 1,639.81 (18.30) 30-Jun-24 Inventory 4 91.12 488.77 2.35 Trade Receivables 2,094.51 2,098.39 (3.88) 30-Sep-24 Inventory 5 88.41 568.31 20.09 31-Dec-24 Trade Receivables 1,916.19 1,907.64 8.55 Financial Year 2023-24 Clause (ii)(b) According to the information and explanations given to us, the Company has been sanctioned working capital limits in excess of Rs. 5 crores, in aggregate, at points of time during the year, from banks or financial institutions on the basis of security of current assets. In our opinion and according to the information and explanations given to us, the quarterly returns and statements filed by the Company with such banks or financial institutions are in agreement with the unaudited books of account of the Company, of the respective quarters, except for the following: (Rs. in miilion) Amount as per Amount as reported in the Qtr ending Particulars Unaudited Books of Difference quarterly return/statement Accounts Trade Receivables 1,207.09 1,176.57 30.52 30-Jun-23 Inventory 3 73.88 388.63 (14.75) Trade Receivables 1,320.92 1,328.24 (7.32) 30-Sep-23 Inventory 3 86.17 379.22 6.95 Trade Receivables 1,493.94 1,489.84 4.10 31-Dec-23 Inventory 3 44.38 344.38 - Trade Receivables 1,372.04 1,509.43 (137.39) 31-Mar-24 Inventory 4 03.53 310.70 92.83 326ORIENT CABLES (INDIA) LIMITED {Formerly known as Orient Cables (India) Private Limited} Reg. Office: Second floor, House No. 8, Block D, Ashok Vihar Phase-1 New Delhi 110052 (CIN: U31300DL2005PLC140809) ANNEXURE VII - STATEMENT OF ADJUSTMENTS TO THE RESTATED FINANCIAL INFORMATION (All amounts are in INR miilions, unless otherwise stated) Clause (vii)(a) According to information and explanation given to us, and as per the records examined by us, no undisputed arrears of statutory dues outstanding as at March 31, 2024 for a period of more than six months from the date they became payable except: (Rs. in miilion) Period to which the amount Name of the Statute Nature of the Dues Amount Due Date Date of Payment Remarks relates Income Tax Act, 1961 Tax Deducted at source 0.06 F.Y. 2022-23 Various Dates 07-Jul-24 - Income Tax Act, 1961 Tax Deducted at source 0.04 F.Y. 2023-24 Various Dates 07-Jul-24 - Clause (xx)(b) In our opinion and according to the information and explanations given to us, in respect of ongoing projects, the Company has transferred unspent Corporate Social Responsibility (CSR) amount, to a Special account within a period of 30 days from the end of the respective financial year in compliance with the provision of section 135(6) of the Act except in respect of the following: (Rs. in miilion) Amount Transferred to Amount unspent on Corporate Special Account within Amount Transferred after the Financial Year Social Responsibility activities 30 days from the end of due date for “Ongoing Projects” the Financial Year 3.56 2023-24 5.37 1.81* (Rs. 3.56 miilion transferred on September 20, 2024 .) 1.93 (Rs. 0.18 miilion & Rs. 1.75 2022-23 1.93 - miilion transferred on March 22, 2024 and March 29, 2024 respectively) * transferred on March 29, 2024 327OTHER FINANCIAL INFORMATION In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 together with all the annexures, schedules and notes thereto (“Audited Financial Statements”) are available on our website at https://orientcables.in/financials/. Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring 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 Audited Financial Statements should not be considered as part of information that any investor should consider to subscribe for or purchase any securities of our Company, its Subsidiary or any entity in which it or its shareholders may have significant influence and should not be relied upon or used as a basis for any investment decision. Neither the Company or any of its advisors, nor any of the Book Running Lead Managers or the Promoter 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 Audited Financial Statements, or the opinions expressed therein. The details of accounting ratios derived from Restated Financial Information and other non-GAAP information required to be disclosed under the SEBI ICDR Regulations are set forth below: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Earnings per Equity Share - Basic earnings per equity share (in ₹/share) 5.22 3.93 2.54 - Diluted earnings per equity share (in ₹/share) 5.22 3.93 2.54 Return on Net Worth (“RoNW”) (in %) 34.58% 37.26% 34.81% Net Asset Value per share (in ₹/share) 17.71 12.50 8.58 EBITDA (in ₹ million) 838.58 588.24 433.34 Notes: (1) Basic and diluted EPS are based on the Restated Financial Information. (2) Basic earnings per share (₹) = Restated profit for the year attributable to equity holders, divided by weighted average number of equity shares outstanding during the year. (3) Diluted Earnings per equity share (₹) = Restated profit for the year attributable to equity holders, as divided by weighted average number of equity shares (as adjusted for the effects of all dilutive potential Equity Shares outstanding at the year end) outstanding during the year. (4) Earnings per share (EPS) calculations are in accordance with the notified Indian Accounting Standard 33 ‘Earnings per share’ (5) RoNW (%) = Net Profit after tax for the year, as restated, divided by average restated net worth. (6) Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. (7) Net profit after tax, equity share capital, and other equity numbers are based on the Restated Financial Information. (8) Net asset value per equity share represents total Net Worth as at the end of the fiscal year, as restated, divided by the number of Equity Shares outstanding at the end of the year. Net worth means equity share capital plus other equity. (9) Pursuant to resolutions passed by the Board at their meeting held on December 16, 2024 and the Shareholders at their EGM held on December 17, 2024, the Company has sub-divided 10,20,350 equity shares of face value of ₹10 each to 1,02,03,500 Equity Shares of face value of ₹1 each and issue of bonus equity shares of face value of ₹ 1 each in the ratio of 9:1 (i.e. Nine Bonus Shares for every one Equity Share), which were allotted to the shareholders on January 06, 2025 ((refer note no. 19) of Restated Financial Information). The effect of such sub-division and bonus issue has been adjusted retrospectively for the purpose of computing earnings per share and net assets value per equity shares for all the periods presented. Reconciliation of restated profit for the year to EBITDA and EBITDA Margin for the year (in ₹ million, except percentage) Particulars For the financial year ended March 31, 2025 2024 2023 Total Income (A) 8,318.63 6,649.79 5,460.94 Revenue from operations (B) 8,249.58 6,577.67 5,436.78 Profit before tax (C) 717.10 543.59 348.71 Add: Finance cost (D) 124.97 55.67 56.01 Add: Depreciation & amortization expense (E) 65.56 61.10 52.78 Less: Other Income (F) 69.05 72.12 24.16 EBITDA (G=C+D+E-F) 838.58 588.24 433.34 EBITDA Margin (H=G/B) 10.17% 8.94% 7.97% 328Reconciliation of Net Asset Value (per Equity Share) (in ₹ million, except no. of shares and percentage) Particulars For the financial year ended March 31, 2025 2024 2023 Profit after tax 532.91 400.69 259.59 Net worth* 1,806.72 1,275.43 875.58 Return on Net Worth (%)** 34.58% 37.26% 34.81% Net Asset Value 1,806.72 1,275.43 875.58 Weighted average number of equity shares outstanding at the end of the 10,20,35,000 10,20,35,000 10,20,35,000 year adjusted for the issue of Bonus Equity Shares for all year, in accordance with principles of Ind AS 33 Net Asset Value per share 17.71 12.50 8.58 * Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. ** RoNW (%) = Net Profit after tax for the year, as restated, divided by average restated net worth. 329CAPITALISATION STATEMENT The following table sets out our Company’s capitalization for the financial year ended March 2025, as derived from our Restated Financial Information. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Information” and “Risk Factors” beginning on pages 334, 267 and 30, respectively. (in ₹ million) Particulars Pre-Offer as at March As adjusted for the 31, 2025 proposed Offer# Total Equity Equity share capital* 102.04 [●] Other equity* 1,704.68 [●] Total Equity (A) 1,806.72 [●] Total Borrowings Current borrowings* 800.60 [●] Non-current borrowings (including current maturity and interest accrued and due on 333.90 [●] borrowings) * (C) Total Borrowings (B) 1,134.50 [●] Total (A+B) 2,941.22 [●] Non-current borrowings (including current maturity and interest accrued and due on 0.18 [●] borrowings)/Total Equity (in times) (C/A) Total Borrowings / Total equity (in times) (B/A) 0.63 [●] # To be updated upon finalization of the Offer Price. * These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended). 330FINANCIAL INDEBTEDNESS Our Company avails credit facilities in the ordinary course of business, primarily for meeting its working capital requirements and capital expenditure. For details regarding the borrowing powers of our Board, see “Our Management - Borrowing Powers of our Board” on page 242. Set out below is a brief summary of the aggregate borrowings by our Company as of April 30, 2025: (in ₹ million) Category of Borrowing Sanctioned Amount as on April 30, Outstanding amount as on April 2025 30, 2025 Secured Fund Based Working capital 1,350.00 1,015.46 Term Loans from Banks 1,015.00 544.51 Vehicle loan 19.25 15.59 Corporate Credit Card 2.50 0.10 Inland Bill discounted 150.00 72.59 Total Fund Based (A) 2,536.75 1,648.25 Non-Fund Based Bank Guarantees 1,170.00 850.38 Letter of Credit 29.48 Total Non-Fund Based (B) 1,170.00 879.86 Total Secured (C) = (A+B) 3,706.75 2,528.11 Unsecured Fund Based Loan From Body Corporates 25.00 6.00 Total Fund Based (D) 25.00 6.00 Total Unsecured (E) 25.00 6.00 Total (F) = (C)+(E) 3,731.75 2,534.11 * As certified by Khandelwal & Jain Co., Chartered Accountants, (FRN: 105049W) pursuant to their certificate dated July 10, 2025. Principal terms of the facilities sanctioned to our Company: 1. Interest: The interest rate & commission for a majority of the facilities typically varies from 8.41% to 10% per annum, 0.70% to 1.00% respectively. 2. Tenor: The tenor of the facilities typically varies from 90 days to 69 months. 3. Security: The facilities sanctioned are typically secured by way of hypothecation on our current assets, movable plant and machinery, machinery spares, tools and accessories, amounts due, received, or receivable by the Company, including book debts, cash flows, receivables, proceeds, cash-in-hand, fixed deposits and mortgage on specified properties of the Company, and personal guarantees of our Promoters, Vipul Nagpal and Garima Nagpal. Vehicle loans are secured by way of hypothecation of respective vehicles. The nature of securities described herein is indicative and there may be additional requirements for creation of security under the various borrowing arrangements entered into by the Company. 4. Pre-payment: Certain facilities allow for pre-payment of the outstanding amount by serving prior notice to the lender. Pre-payment may be subject to pre-payment penalties as may be prescribed. 5. Penal Interest: The terms of certain facilities availed by our Company prescribe penalties for default in the repayment obligations of the Company, delay in creation of the stipulated security or in case of events of default. The penalty typically ranges from 0.25% to 4% per annum. 6. Re-payment: Our Company may repay all amounts of the facilities on the due dates for payment. Certain of our loans are repayable on demand. 3317. Events of Default: Borrowing arrangements entered into by our Company contain standard events of default, including, inter alia: a) happening of any substantial change in the constitution or management without previous written consent of the lenders or upon the management of the Borrower ceasing to enjoy the confidence of the lender; b) default in payment of any monies in respect of the facilities on the due dates; c) winding up, insolvency/ bankruptcy or dissolution; and d) commencement of or existence of any legal proceedings/ investigations that may have a material adverse change/ effect. This is an indicative list and there may be additional terms that may amount to an event of default under the borrowing arrangements entered into by our Company. 8. Consequences of occurrence of events of default: In terms of our borrowing arrangements, the following, inter alia, are the consequences of occurrence of events of default, whereby the lenders may: a) declare the securities created, to be enforceable in terms of the transaction documents; b) take possession of the hypothecated assets, sell them, and apply the proceeds towards outstanding amounts; and c) the guarantors i.e. our Promoters become obligated to pay the outstanding amounts on demand. This is an indicative list and there may be additional terms that may require the consent of the relevant lender, the breach of which may amount to an event of default under various borrowing arrangements entered into by our Company, and the same may lead to consequences other than those stated above. 9. Restrictive Covenants: The facilities sanctioned to our Company contain certain restrictive covenants, which require prior written consent of the lender or prior intimation to be made to the lender, including: a) any changes in capital structure; b) amend or modify any of our constitutional documents, which have a material adverse effect; c) material change in the shareholding pattern; d) change in the directors or management set-up of our Company; e) dividend declaration; f) make any further borrowings or create a fresh charge on the assets of the Company subordination of all existing unsecured loans from promoters / associates; g) issue any guarantee of any kind; h) issue any Personal Guarantee; i) the terms of the Facilities being at least on par with all outstanding and future debt obligations of the Company; and j) no fund to be diverted to group company/related parties/others for non-business purposes. This is an indicative list and there may be such other additional terms under the borrowing arrangements entered into by our Company. We are also required to keep our lenders informed of any event likely to have a substantial effect on our business. Principal terms of the unsecured loans obtained by our Company: 1. Tenor: Repayable on demand 2. Rate of Interest charged: The interest rate is 10% per annum. 3323. Pre-payment clause if any: NA 4. Penal interest: NA 5. Repayment schedule: Repayable on demand For the purposes of the Offer, our Company has obtained the necessary consents from our lenders as required under the relevant borrowing arrangements for undertaking activities relating to the Offer, such as, inter alia, effecting changes to our capital structure. For further details, see “Risk Factors - We have indebtedness which requires cash flows to service and limits our ability to operate freely. Any breach of terms under our financing arrangements or our inability to comply with repayment and other covenants in the financing agreements could adversely affect our business, financial condition, cash flows and credit rating” on page 52. 333MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Some of the information in this section, including information with respect to our business plans and strategies, contain forward-looking statements that involve risks and uncertainties. Prospective investors should read “Forward-Looking Statements” beginning on page 28 for a discussion of the risks and uncertainties related to those statements along with “Risk Factors”, “Industry Overview”, “Restated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 30, 136, 267 and 334, 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. Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular fiscal year are to the 12 months period ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024 and Fiscal 2023, included herein is based on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see “Restated Financial Information” beginning on page 267. Please also refer to “Definitions and Abbreviations” on page 1 for certain terms used in this section. The Restated Financial Information is based on our audited financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects with IFRS and U.S. GAAP. For details, see “Risk Factors – Significant differences exist between Ind AS used to prepare our financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of our Company’s financial condition” on page 65. Unless the context otherwise requires, in this section, references to “we”, “us”, “our” “our Company” or “the Company” refers to Orient Cables (India) Limited. Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Wires and cables industry report” dated July 9, 2025 (the “1Lattice Report”, and the date of the 1Lattice Report, the “Report Date”) which is exclusively prepared for the purpose of the Offer and issued by Lattice Technologies Private Limited (“1Lattice”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection with the Offer. 1Lattice was appointed pursuant to an engagement letter entered into with our Company dated November 4, 2024. 1Lattice is not related to our Company. The data included herein includes excerpts from the 1Lattice Report and may have been re-ordered by us for the purposes of presentation. Further, the 1Lattice Report was prepared on the basis of information as of specific dates and opinions in the 1Lattice Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. 1Lattice has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the 1Lattice Report based on the information obtained by it from sources which it considers reliable. Unless otherwise indicated, financial, operational, industry and other related information derived from the 1Lattice Report and included herein with respect to any particular year refers to such information for the relevant calendar year. A copy of the 1Lattice Report will be available on the website of our Company from the date of the Red Herring Prospectus until the Bid/ Offer Closing Date. Further, the 1Lattice Report is not a recommendation to invest or disinvest in any company covered in the report. Prospective investors are advised not to unduly rely on the 1Lattice Report. The views expressed in the 1Lattice Report are that of 1Lattice. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this Draft Red Herring Prospectus contain information from the 1Lattice Report which we commissioned and purchased and any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 56. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 26. OVERVIEW We are a manufacturing company with a primary focus on networking cables and passive networking equipment, operating for nearly two decades and catering to high-growth industries including broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. For details in relation to the overview of our business, please see “Our Business” beginning on page 193. SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATION The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which may be beyond our control, including as discussed in “Our Business” and “Risk Factors”, beginning on pages 193 and 30. Set forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial condition and results of operations: 334Sustained demand amid macro-economic conditions and competitive landscape Our products cater to high-growth industries such as broadband, telecom, data centres, renewable energy, smart building automation/ security, system integration, FMEG and automotive. Our results of operations are influenced by various industry- specific and macroeconomic factors impacting the industries we serve, including overall demand trends, raw material price fluctuations, changes in trade policies, interest rates, and currency exchange rates. Broader economic conditions, such as inflation, infrastructure investment, and industrial growth also play a role in shaping customer spending patterns and project timelines. Additionally, regulatory developments and shifts in technology or market preferences may affect product demand, input costs, or competitive dynamics, thereby impacting our financial performance. We expect continued growth in demand for networking cables and related solutions, driven by increasing investments in digital infrastructure, broadband expansion, smart building technologies, and data center proliferation. The demand for our products is directly tied to the demand for the products of our customers and the growth of the sectors in which they operate. As per 1Lattice Report, the global broadband cables market is projected to increase at a CAGR of approximately 10.5% from approximately US $ 26.3 billion in calendar year 2024 to US $ 43.4 billion by calendar year 2029. Of this, the networking cables market was valued at approximately US$ 15.2 billion in calendar year 2024, accounting for approximately 58.0% of the global broadband cables market and is projected to grow to approximately US$ 23.8 billion in calendar year 2029 at a CAGR of approximately 9.3%. The growth drivers are the increasing demand for high-speed internet connectivity across both residential and commercial segments, advancements in network infrastructure, and the rollout of fibre-optics technologies. (Source: 1Lattice Report) Fibre-optic cables market was valued at approximately US$ 11.1 billion in calendar year 2024, accounting for approximately 42.0% of the global broadband cables market. It is projected to grow to approximately US$ 19.6 billion in calendar year 2029 at a CAGR of approximately 12.1%. (Source: 1Lattice Report) India’s broadband sector is experiencing significant growth, driven by rising data consumption and infrastructure investments. Government initiatives like BharatNet and the National Broadband Mission are expanding connectivity, particularly in rural areas, fostering economic growth and digital inclusion. (Source: 1Lattice Report) The shift toward premium broadband services, including fibre-to-the-home connections, is also fuelling growth. Consumers’ demand for faster speed and higher data limits is prompting telecom companies to upgrade their networks. (Source: 1Lattice Report) Affordable pricing and flexible plans further make broadband an appealing option, while government support continues to drive expansion, especially in rural and remote regions. (Source: 1Lattice Report) The broadband market in India, (with the fixed broadband market) having significant untapped potential is projected to grow at CAGR of 16.8% between Fiscal 2025 – 2030 from approximately ₹ 118.4 billion in Fiscal 2024 to ₹ 257.2 billion by Fiscal 2030. This key growth drivers for the industry are: Broadband market penetration: According to the 1Lattice Report, the penetration level of India in the fixed broadband industry has remained notably lower at less than 5%, as of calendar year 2023, lagging behind developed countries such as France (approximately 49%), Germany (approximately 46%), Canada (approximately 43%), the United Kingdom (approximately 41%), and the United States (approximately 38%). Even when compared to emerging economies like China (approximately 45%), Russia (approximately 25%), and Brazil (approximately 23%), India’s penetration level remained notably lower. Recently, the number of fixed broadband subscribers in India has increased from approximately 18.4 million in Fiscal 2019 to approximately 40.1 million in Fiscal 2024, registering a CAGR of approximately 16.9%. This number is projected to grow further to approximately 96–108 million subscribers by Fiscal 2030, reflecting a CAGR of approximately 19% to 22%. This 335expansion highlights the growing demand for reliable, high-speed internet connectivity across the country, driven by rising digital adoption, government-led initiatives, and the continued development of broadband infrastructure. Given the low fixed broadband penetration in India, there remains significant headroom for growth in digital infrastructure for companies including ours. This creates a strong demand outlook for supporting components such as networking cables and optical fibre. 5G and Fixed Wireless Access (FWA): According to the 1Lattice Report, innovative solutions like AirFiber 5G are addressing last-mile connectivity challenges, enabling faster deployment and reducing lead times compared to traditional fixed-line installations. FWA is accelerating the rollout of fixed broadband, particularly in underserved areas. According to the 1Lattice Report, 5G is revolutionising connectivity and transforming industries and is resulting in a faster rollout than fibre due to reduced physical cabling and is filling the demand gap in areas with poor fibre access. Growth in Indian data centre market: India’s data centre power capacity stood at approximately 0.3 GW in Fiscal 2019 and increased to approximately 1.3 GW in Fiscal 2025, reflecting a CAGR of approximately 28.1% during this period. This capacity is expected to further expand to approximately 4.7–5.7 GW by Fiscal 2030, indicating a robust CAGR of approximately 30.1% to approximately 35.1% over Fiscal 2025–2030. Given the significant growth potential in the networking cables and fixed broadband market, our results of operations are closely tied to the continued expansion of broadband penetration and growth in the networking cables market, the adoption of technologies like 5G and Fixed Wireless Access and the sustained growth in the data centre sector. Any slowdown in these underlying industry trends or delays in infrastructure rollout could materially impact the demand for our products. According to the 1Lattice Report, in India, fibre-optic cables have become the key enabler of the digital ecosystem. The fibre- optic cables market is at approximately ₹ 89.2 billion as of Fiscal 2025 and is projected to increase at a CAGR of approximately 15.8% from Fiscal 2024 – 2029 to reach approximately ₹185.5 billion by Fiscal 2030. According to the 1Lattice Report, the government has undertaken several key initiatives to drive the growth of fibre-optic cables in India, aiming to enhance broadband connectivity and support the nation’s digital transformation. Programs like BharatNet, Make in India, and the National Broadband Mission are pivotal in strengthening the fibre-optic infrastructure Our market is highly competitive, with several domestic and international players offering networking and optical fibre solutions. This competitive environment can influence pricing and margins, particularly in the case of large contracts. However, we believe our technical expertise, ability to offer customized products, and established industry relationships provide us with meaningful competitive advantages. While market dynamics may evolve, such as the entry of new players or changes in supply levels, we remain focused on delivering quality products and responsive service to meet customer requirements. Our continued emphasis on innovation, efficiency, and customer engagement positions us well to compete effectively and adapt to changing market conditions. Ability to maintain existing customers and to grow customer base A significant portion of our revenue is derived from our key customers. The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from contracts with customers of our largest customer and our top 10 customers, for Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Revenue As a Revenue As a Revenue As a contribution (in percentage of contribution (in percentage of contribution (in percentage of ₹ million) revenue from ₹ million) revenue from ₹ million) revenue from operations operations operations (%) (%) (%) Largest customer 2,416.18 29.29% 2,536.90 38.57% 2,070.85 38.09% Top 10 customers 6,166.60 74.75% 4,720.40 71.76% 3,813.06 70.13% * While more than 50% of our revenue from operations originates from our top 10 customers, names of the customers have not been included in the above table as consents for disclosure of certain customer names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 customers. A significant portion of our revenue is derived from our top 10 customers, reflecting the strength of our business relationships and the trust placed in us by key industry players. We focus on providing customised products to our customers while building strategic relationships. Over the past two decades, we have built enduring relationships with customers across the industries we serve. These relationships have been shaped by our ability to meet quality and technical standards, deliver products on time, and offer cost-effective solutions. While we are continuously working towards diversifying and growing our customer base, we anticipate continued reliance on these major customers in the foreseeable future, which enables better demand forecasting and operational efficiency. Any inability to retain these customers or secure commercially viable terms could negatively affect our business, financial condition, and results of operations. 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 address unidentified needs among our current and potential customers in a timely manner, is a significant factor in our ability to remain competitive. Our consistent performance has helped us deepen engagement with 336existing clients while also enabling us to onboard new customers in a sector characterized by high entry barriers. While the customer concentration enhances our ability to build strategic relationships and provide wide range of customised products to meet their specific requirements, it may also increase our exposure to demand fluctuations. We service our customers with our diversified portfolio across networking cables, optical fibre cables, specialty power cables, and allied passive networking epuipments, many of which are customized to meet specific customer requirements. This product breadth enables us to serve a wide variety of end-use applications while reducing reliance on any single product line. Our ability to tailor cable design—including raw materials, dimensions, performance specifications, and application-focused features has helped us deepen customer engagement and support complex infrastructure needs. In 2024, we expanded into allied products such as Keystone Jacks, Power Strips and Power Cords to strengthen our position as a one-stop shop for passive networking solutions. These diversification efforts not only improve margin potential but also allow us to cross-sell across product categories and customer segments. We believe this strategy supports long-term resilience and enhances our value proposition in a dynamic market. Our sales are primarily governed by purchase orders specifying prices and delivery schedules, cancellations, reductions, or delays in these orders or failure of anticipated orders to materialize could result in inventory build-up and margin pressure. Expansions and optimisation of manufacturing capabilities Our results of operations are directly affected by our sales volume, which in turn is a function of several factors, including our manufacturing capacity and market demand. We have two manufacturing facilities at Bhiwadi, Rajasthan for manufacturing networking cables, specialty power cables, optical fibre cables and other allied products with a combined installed capacity of 794,976 kms of cables and 5,040,000 pieces of keystone jacks as of March 31, 2025. In Fiscal 2025, we undertook capacity expansion initiatives to enhance our output and support growing demand. Specifically, installed capacities for cables increased by 47.31% from 539,661 kms as of March 31, 2024 to 794,976 kms as of March 31, 2025. We also diversified our manufacturing portfolio by commencing production of allied products, including keystone jacks, which are integral to our goal of becoming a one-stop shop for passive networking infrastructure. These expansions are part of our ongoing strategy to improve scale, product mix, and operating leverage across our facilities. As of Fiscal 2025, due to our efficient use of capital and high-capacity utilisation according to the 1Lattice Report, we have the highest ROE (34.58% and 37.26%) and ROCE (36.46% and 41.13%) in Fiscal 2025 and Fiscal 2024, respectively along with lowest net working capital days amongst our peers* at 27 days in Fiscal 2025. (Source: 1Lattice Report). *Peers considered include Birla Cable Limited, Sterlite Technologies Limited, Finolex Cables Limited, Polycab India Limited, KEI Industries Limited, Havells India Limited, RR Kabel Limited, Paramount Communications Limited, Havells India Limited and Belden India Private Limited. We have adopted various measures targeted at improving our operational efficiency and margins. As part of our ongoing efforts to support manufacturing expansion and optimise operations, we place strong emphasis on workforce training and development. By equipping our employees with the necessary technical and regulatory knowledge, we aim to sustain high performance across our expanded manufacturing footprint and maintain consistent product quality as we scale. We have further focused on backward integration and adoption of technology to improve our productivity. These initiatives have significantly reduced wastage, improved response times, increased customer satisfaction, and helped minimize scrap and dead inventory. These initiatives, coupled with data-driven inventory and procurement management, have contributed to improved capacity utilisation, better fixed cost absorption, and enhanced responsiveness to market demand. As a result, our EBITDA margin has improved from 7.97% in Fiscal 2023 to 10.17% in Fiscal 2025. In line with this approach, we plan our production based on current customer demand to ensure production and delivery schedules are met, to maintain production volumes at levels that ensure cost efficiency and avoid overproduction and to reduce potential write-offs. We typically maintain two to three weeks of inventory for all our primary raw materials. Any changes in our manufacturing capacity, along with our rate of utilization of such capacity, will affect the volume of products we are able to sell which may cause disruptions in production which, in turn, affects our revenue from sales and has a significant impact on our results of operations. Delays in the capacity adjustment process following a significant decrease in demand, or conversely a greater than expected increase of competitors’ investments in additional capacity, might lead to overcapacity and a reduction in our utilization. This in turn may cause reduced sales volumes and/or a decrease in prices, which would have a negative impact on our business, financial condition and results of operations. Cost and availability of raw materials Our cost of materials consumed constitutes a significant component of our operating expenses. For Fiscals 2025, 2024 and 2023, our cost of materials consumed was ₹ 6,559.02 million, ₹5,244.30 million and ₹4,119.37 million, constituting 79.51%, 79.73% and 75.77% of our revenue from operations, respectively. 337Our cost of materials consumed are generally driven by our manufacturing volumes, specifications of products manufactured, mix of raw materials used while manufacturing our products, the prices of raw materials and manufacturing efficiency. We undertake procurement of raw materials from both domestic and international sources based on factors including but not limited to quality, pricing and market availability. Our primary raw materials are copper, PVC Compounds, HDPE and masterbatch. As commodity metals, the price of copper is linked to the prices on the London Metal Exchange and the price of PVC Compounds is linked to crude oil prices. For raw materials, in the past, we have experienced volatility in the commodity prices or crude oil prices. However we have been able to pass on the cost increases to our customers. There can be no assurance that we will be able to continue doing so in the future. Our Manufacturing Facilities are strategically located in proximity to our key suppliers. This geographic advantage enables timely and cost-effective procurement, reduces logistics and inventory holding costs, and helps us maintain uninterrupted production schedules. Being close to our supplier base also allows for greater coordination and responsiveness in managing material requirements, particularly in periods of price volatility or supply chain disruptions. While we enter into annual agreements with certain raw material suppliers, we have not entered into long-term contracts with our raw material suppliers and our procurements and supplies are by way of purchase orders which govern the commercial terms, including but not limited to the minimum product standards, quantity and price. The table below sets outs the raw materials which we have obtained from our top three suppliers, top five suppliers and top 10 suppliers together with such supply as a percentage of our total raw materials sourced in Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023 Raw materials As a % of total Raw materials As a % of total Raw materials As a % of total procured (in ₹ raw materials procured (in ₹ raw materials procured (in ₹ raw materials millions) sourced millions) sourced millions) sourced Top 3 suppliers 3,914.64 56.15% 3,290.21 60.69% 2,195.20 48.72% Top 5 suppliers 4,692.11 67.30% 3,615.22 66.98% 2,850.24 63.26% Top 10 suppliers 5,432.88 77.93% 4,096.57 75.57% 3,339.98 74.13% * While more than 50% of our raw materials originate from our top 10 suppliers, names of the suppliers have not been included in the above table as consents for disclosure of certain supplier names were not available. Further, since this information is commercially sensitive to our business, we are unable to disclose the names of our top 10 suppliers. Our ability to procure our raw materials in a timely manner is dependent on our relationship with our top 10 suppliers. We follow a back-to-back ordering model, where procurement is aligned closely with customer orders, specifically for our key raw material, copper, allowing us to align the procurement cost with the prevailing market prices for our customers. This further helps mitigate exposure to commodity price fluctuations by minimizing holding periods for raw materials and finished goods. SIGNIFICANT ACCOUNTING POLICIES Set forth below is a summary of our most significant accounting policies adopted in preparation of the Restated Financial Information. 1. CORPORATE INFORMATION Orient Cables (India) Limited (Formerly known as Orient Cables (India) Private Limited) ‘the Company’ is a public limited company domiciled and incorporated in India under the provisions of the Companies Act, (‘the Act’) applicable in India. The registered office of the Company is located at Second floor, House No. 8, Block D, Ashok Vihar Phase- 1 New Delhi 110052, Established on September 15, 2005. The Company is engaged in manufacturing and sale of cables (including Networking Cables, Power Cables, Optical Fiber Cables, etc.) and allied products. Pursuant to resolution passed by the Members in the Extraordinary General Meeting dated November 25, 2024 and as approved by Registrar of the Company w.e.f. December 13, 2024 the Company has been converted from Private Limited Company into a Public Limited Company including adoption of new Memorandum of Association and new Articles of Association as applicable to Public Company in place of existing Memorandum of Association and Articles of Association of the Company. 2. RECENT PRONOUNCEMENTS Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company. 3383. BASIS OF PREPARATION OF RESTATED FINANCIAL INFORMATION 3.1. Basis of Preparation The restated statement of assets and liabilities of the Company as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated information of profit and loss (including other comprehensive income), the restated information of changes in equity and the restated information of cash flows for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023, and restated other financial information (together referred as ‘Restated Financial Information’) has been prepared under Indian Accounting Standards (‘Ind AS’) notified under Section 133 of the Companies Act, 2013 (‘the Act’) read with the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act, to the extent applicable. The Restated Financial Information has been prepared by the management in connection with the proposed listing of equity shares of the Company by way of Initial Public Offering (“IPO”), to be filed by the Company with the Securities and Exchange Board of India, Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi (“RoC”) and the concerned Stock Exchange in accordance with the requirements of: (i) Section 26 of part I of Chapter III of the Companies Act, 2013, as amended (“the Act”); (ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“the SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (“SEBI’’) from time to time; (iii) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (‘ICAI’) The accounting policies, as set out in the following paragraphs of this note, have been consistently applied, by the Company, to all the periods presented in the said Financial Statements. The preparation of the said Financial Statements requires the use of certain critical accounting estimates and judgements. It also requires the management to exercise judgement in the process of applying the Company’s accounting policies. The areas where estimates are significant to the Financial Statements, or areas involving a higher degree of judgement or complexity, are disclosed in Note no. 39. The Financial Statements are based on the classification provisions contained in Ind AS 1, ‘Presentation of Financial Statements’ and division II of schedule III of the Companies Act 2013. Further, for the purpose of clarity, various items are aggregated in the statement of profit and loss and balance sheet. Nonetheless, these items are dis-aggregated separately in the notes to the Financial Statements, where applicable or required. All the amounts included in the Financial Statements have been rounded off to the nearest Lakhs upto two decimals, as required by General Instructions for preparation of Financial Statements in Division II of Schedule III to the Companies Act, 2013, except per share data and unless stated otherwise. The Restated Financial Information of the Company have been prepared to comply in all material respects with the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended, presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements and other relevant provisions of the Act. The Restated Financial Information have been compiled by the Management from: A. The audited Ind AS Financial Information of the Company as at and for the year ended March 31, 2025 and March 31, 2024 (“Audited Financial Statements” )prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025 and September 26, 2024 respectively. B. The audited special purpose Ind AS Financial Information of the Company as at and for the year ended March 31, 2023 (“2023 Special Purpose Ind AS Financial Statements”) prepared in accordance with Ind AS notified under section 133 of the Companies Act, 2013 read together with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and Companies (Indian Accounting Standards) Amendment Rules, 2016 issued, which have been approved by the Board of Directors at their meeting held on June 12, 2025. 339For the purpose of the 2023 Special Purpose Ind AS Financial Statements of the Company as at and for the year ended March 31, 2023, the transition date is considered as April 01, 2021 which is different from the transition date adopted by the Company at the time of first time transition to Ind AS ( i.e. April 01, 2022) for the purpose of Statutory Ind AS Financial Statements as required under Companies Act, 2013 , as amended. Accordingly, the Company has applied the accounting policy choices (both mandatory exceptions and optional exemptions availed as per Ind AS 101) as on April 01, 2021 for these 2023 Special Purpose Ind AS Financial Statements, as initially adopted on transition date i.e. April 01, 2022. As such, the financial statements for the year ended March 31, 2023 are 2023 Special Purpose Ind AS Financial Statements of the Company prepared considering the accounting principles stated in Ind AS, as adopted by the Company and described in subsequent paragraphs. These Special Purpose Ind AS Financial Statements have been prepared for preparation of Restated Financial Information for inclusion in Draft Red Herring Prospectus (the “DRHP”) in relation to the proposed listing of equity shares of the Company by way of IPO, to be filed by the Company with the Securities and Exchange Board of India, and the concerned Stock Exchanges. As such, these 2023 Special Purpose Ind AS Financial Statements are not suitable for any other purpose other than for the purpose of preparation of Restated Financial Information and are also not financial statements prepared pursuant to any requirements under section 129 of the Companies Act, 2013, as amended. Further, since the statutory date of transition to Ind AS is April 01, 2022, and these Special Purpose Ind AS Financial Statements have been prepared considering a transition date April 01, 2021, the closing balances of items included in the Balance Sheet as at March 31, 2023 may be different from the balances considered on the statutory date of transition to Ind AS on April 01, 2022, due to such early application of Ind AS principles with effect from April 01, 2021 as compared to the date of statutory transition. The Restated Financial Information has been compiled by the Company from the Audited Financial Statements and Special Purpose Ind AS Financial Information of the Company and: a. have been made after incorporating adjustments for the changes in accounting policies, if any, retrospectively irrespective financial years to reflect the same accounting treatment as per changed accounting policies for all the reporting periods; b. have been made after incorporating adjustments for the material amounts in the respective financial years to which they relate; c. Other remarks / comments in the Annexure to the Auditor’s report on the financial statements of the Company which do not require any corrective adjustments in the Restated Financial Information are disclosed in Annexure VII of the Restated Financial Information; d. 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 financial statements of the Company as at and for the year ended March 31, 2025 prepared under Ind AS and the requirements of the SEBI Regulations, and e. the resultant tax impact on above adjustments has been appropriately adjusted in deferred taxes in the respective years to which they relate. The Restated Financial Information have been approved by the Board of Directors on July 10, 2025. 3.2. Functional and presentation currency Items included in the Restated Financial Information of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (‘the functional Currency’). The Restated Financial Information are presented in Indian rupee (INR), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest million, up to two places of decimal, unless otherwise indicated. Amounts having absolute value of less than INR 5,000 have been rounded and are presented as INR 0.00 millions in the Restated Financial Information. 3.3. Basis of measurement The restated financial information has been prepared on the historical cost basis except for the certain Financial Instruments which are measured at fair value or amortized cost at the end of each reporting year. Historical cost is generally based on fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 340Items Measurement basis Certain financial assets (except trade receivables and contract assets which are measured at Fair value transaction cost) and liabilities (including derivative) Defined benefits liability Present value of defined benefits obligations These Restated Financial Information do not reflect the effects of events that occurred subsequent to the date of board meeting in which the Restated Financial Information is approved. The statement of operating cash flows have been prepared under indirect method. 3.4. Historical Cost Convention The Restated Financial Information have been prepared on the accrual and going concern basis, and the historical cost convention except where the Ind AS requires a different accounting treatment. The principal variations from the historical cost convention relate to financial instruments classified as fair value for the followings: (a) certain financial assets and liabilities and contingent consideration that is measured at fair value; (b) assets held for sale measured at fair value less cost to sell; (c) defined benefit plans plan assets measured at fair value; and Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. 3.5. Use of estimates and judgements The preparation of these Restated Financial Information in conformity with the recognition and measurement principles of Ind AS requires the management of the Company to make estimates and judgements that affect the reported balances of assets and liabilities, disclosures relating to contingent liabilities as at the date of the Restated Financial Information and the reported amounts of income and expense for the periods presented. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised, and future periods are affected. 3.6. Current versus non-current classification The Company presents assets and liabilities in the Balance Sheet based on current/ non-current classification. An asset is treated as current when it is: (a) Expected to be realised or intended to be sold or consumed in normal operating cycle (b) Held primarily for the purpose of trading, or (c) Expected to be realised within twelve months after the reporting period other than for (a) above, or (d) Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. A liability is current when: (a) It is expected to be settled in normal operating cycle (b) It is held primarily for the purpose of trading (c) It is due to be settled within twelve months after the reporting period other than for (a) above, or (d) There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period All other liabilities are classified as non-current. 3413.7. Fair Value Measurement The Company 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. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. The Company 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 Company categorizes assets and liabilities measured at fair value into one of three levels as follows: ➢ Level 1 — Quoted (unadjusted): This hierarchy includes financial instruments measured using quoted prices. ➢ Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ➢ Level 3 - They are unobservable inputs for the asset or liability reflecting significant modifications to observable related market data or Company’s assumptions about pricing by market participants. Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. 4. SUMMARY OF MATERIAL ACCOUNTING POLICIES INFORMATION 4.1. Property Plant and Equipment (‘PPE’) An item is recognized as an asset, if and only if, it is probable that the future economic benefits associated with the item will flow to the Company and its cost can be measured reliably. PPE are stated at actual cost less accumulated depreciation and impairment loss, if any. Actual cost is inclusive of freight, installation cost, duties, taxes and other incidental expenses for bringing the asset to its working conditions for its intended use (net of tax credit, if any) and any cost directly attributable to bring the asset into the location and condition necessary for it to be capable of operating in the manner intended by the Management. It includes professional fees and borrowing costs for qualifying assets. Property, Plant and Equipment and intangible assets are not depreciated or amortized once classified as held for sale. Significant Parts of an item of PPE (including major inspections) having different useful lives & material value or other factors are accounted for as separate components. All other repairs and maintenance costs are recognized in the statement of profit and loss as incurred. Depreciation of these PPE commences when the assets are ready for their intended use. The estimated useful lives and residual values are reviewed on an annual basis and if necessary, changes in estimates are accounted for prospectively. Depreciation on subsequent expenditure on PPE arising on account of capital improvement or other factors is provided for prospectively over the remaining useful life. Depreciation is provided pro-rata to the period of use on the straight line method based on the estimated useful life of the assets. The residual values are not more than 5% of the original cost of the assets. The useful life of property, plant and equipment are as follows: - Asset Class Useful Life Building 30 Years Computer 3 Years Plant & Machinery -Double Shift 8 Years Plant & Machinery – Single Shift 15 Years Vehicles 8 Years Furniture & Fixtures 8 Years Office Equipment’s (a) 8 Years Computer Software 8 Years Note: a. For these classes of assets based on internal assessment and technical evaluation, the management believes that the useful lives as given above best represent the period over which the Management expects to use these assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Part C of Schedule II of Companies Act 2013. 342b. Depreciation on the amount capitalized on up-gradation of the existing assets is provided over the balance life of the original asset. c. An item of PPE is de-recognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of PPE is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in the Statement of Profit and Loss. 4.2. Intangible Assets and amortization Intangible assets are recognized when it is probable that the future economic benefits that are attributable to the asset will flow to the enterprise and the cost of the asset can be measured reliably. Intangible assets are stated at original cost net of tax/duty credits availed, if any, less accumulated amortization and cumulative impairment. Administrative and other general overhead expenses that are specifically attributable to acquisition of intangible assets are allocated and capitalized as a part of the cost of the intangible assets. Amortization periods and methods: Intangible assets are amortized on straight line basis over a period ranging between 5-10 years which equates its economic useful life. The amortization period and the amortization method are reviewed at least at each financial year end. If the expected useful life of the asset is different from previous estimates, the change is accounted for prospectively as a change in accounting estimate. ➢ De-recognition of intangible assets An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in the Statement of Profit and Loss when the asset is derecognized. (a) Intangible assets under development All costs incurred in development, are initially capitalized as Intangible assets under development - till the time these are either transferred to Intangible Assets on completion or expensed as Software Development cost (including allocated depreciation) as and when determined of no further use. 4.3. 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. The financial instruments are recognized in the balance sheet when the Company becomes a party to the contractual provisions of the financial instrument. The Company determines the classification of its financial instruments at initial recognition. Financial Assets Initial recognition and measurement All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in following categories based on business model of the entity: • Debt instruments at amortized cost. • Debt instruments at fair value through other comprehensive income (FVTOCI). • Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL). • Equity instruments measured at fair value through other comprehensive income (FVTOCI). 343Debt instruments at amortized cost A ‘debt instrument’ is measured at the amortized 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. After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Debt instrument at FVTOCI A ‘debt instrument’ is classified as at the FVTOCI if both of the following criteria are met: a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and b) The asset’s contractual cash flows represent SPPI Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognized in OCI is reclassified from the equity to P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method. Debt instrument at FVTPL Any debt instrument, that 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’). The Company has not designated any debt instrument as at FVTPL. Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L. Equity investments (Other than investment in subsidiary) All other equity investments are measured at fair value. For 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. This amount is not recycled from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Financial assets are measured at fair value through profit or loss unless they are measured at amortized cost or at fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in Statement of Profit and Loss. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss. Investments in Mutual Funds Investments in mutual funds are measured at fair value through profit or loss (FVTPL) 344Cash and cash equivalents The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage. De-recognition A financial asset is de-recognized only when • The Company has transferred the rights to receive cash flows from the financial asset or • retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients. Where the Company has transferred an asset, it evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is de-recognized. Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is de-recognized if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset. Impairment of financial assets The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix considers historical credit loss experience and is adjusted for forward looking information. For all other financial assets, expected credit losses are measured at an amount equal to the 12-months expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss (P&L). Financial liabilities Financial liabilities and equity instruments issued by the company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. Initial recognition and measurement Financial liabilities are recognized when the company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortized cost unless at initial recognition, they are classified as fair value through profit and loss. Subsequent measurement Financial liabilities are subsequently measured at amortized cost using the effective interest rate method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognized in the statement of profit and loss. Trade and Other Payables These amounts represent liabilities for goods and services provided to the Company prior to the end of financial period which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. 345Loans 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 profit or loss when the liabilities are derecognized as well as through the EIR amortization process. Financial Guarantee Contracts Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization. Derecognition A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. 4.4. Impairment of Non-Financial Assets The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an assets or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. 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. In determining fair value less costs of disposal, recent market transactions are considered. If no such transactions can be identified, an appropriate valuation model is used. Impairment losses of continuing operations, including impairment on inventories, are recognized in the statement of profit and loss. A previously recognized impairment loss (except for goodwill) is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognized. The reversal is limited to the carrying amount of the asset. 4.5. Inventories a) Basis of valuation: 1. Inventories including work-in-progress, other than scrap materials are valued at lower of cost and net realizable value after providing cost of Obsolescence, if any. The cost is determined using weighted average cost method. 2. Inventory of scrap materials have been valued at net realizable value. b) Method of valuation: 1. Cost of raw materials comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition. 2. Cost of finished goods and work-in-progress includes direct fixed and variable production overheads and indirect taxes as applicable. Fixed production overheads are allocated on the basis of normal capacity of production facilities. 3. Cost of traded goods comprises all costs of purchase, duties, taxes (other than those subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventories to their present location and condition. 3464. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. 4.6. Borrowing Costs Borrowing costs that are directly attributable to the acquisition, construction or production of qualifying asset are capitalized as part of cost of such asset. Other borrowing costs are recognized as an expense in the period in which they are incurred. Borrowing costs consists of interest and other costs that an entity incurs in connection with the borrowing of funds. 4.7. Investments in subsidiaries, associates and joint ventures The Company records the investments in subsidiaries, associates and joint ventures at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. When the Company issues financial guarantees on behalf of subsidiaries, initially it measures the financial guarantees at their fair values and subsequently measures at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization. The Company records the initial fair value of financial guarantee as deemed investment with a corresponding liability recorded as deferred revenue. Such deemed investment is added to the carrying amount of investment in subsidiaries. Deferred revenue is recognized in the Statement of Profit and Loss over the remaining period of financial guarantee issued. The Company reviews its carrying value of investments carried at cost (net of impairment, if any) annually, or more frequently when there is indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for in the statement of profit and loss. 4.8. Foreign Currency Transactions The functional currency of the Company is Indian Rupees which represents the currency of the economic environment in which it operates. Transactions in currencies other than the Company’s functional currency are recognized at the rates of exchange prevailing at the dates of the transactions. Monetary items denominated in foreign currency at the year end and not covered under forward exchange contracts are translated at the functional currency spot rate of exchange at the reporting date. Any income or expense on account of exchange difference between the date of transaction and on settlement or on translation is recognized in the profit and loss account as income or expense. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation difference on such assets and liabilities carried at fair value are reported as part of fair value gain or loss. In case of forward exchange contracts, the premium or discount arising at the inception of such contracts is amortized as income or expense over the life of the contract. Further exchange difference on such contracts i.e. differences between the exchange rate at the reporting /settlement date and the exchange rate on the date of inception of contract/the last reporting date, is recognized as income/expense for the period. 4.9. Taxation The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses, if any. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period. 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. 347Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statement. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is also 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 income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. The carrying amount of deferred tax assets are reviewed at the end of each reporting period and are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax liabilities are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax assets are not recognized for temporary differences between the carrying amount and tax bases of investments in subsidiaries, associates and interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilized. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously. 4.10. Revenue Recognition The company recognizes revenue in accordance with Ind- AS 115. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration that the Company expects to receive in exchange for those products or services. Revenues in excess of invoicing are classified as contract assets (which may also refer as unbilled revenue) while invoicing in excess of revenues are classified as contract liabilities (which may also refer to as unearned revenues). The Company presents revenues net of indirect taxes in its Statement of Profit and loss. The specific recognition criteria from various stream of revenue is described below: a. Revenue from the sale of goods is recognized upon transfer of control of promised products, usually on delivery of the goods (i.e. when performance obligation is satisfied) at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of returns and allowances, trade discounts and volume rebates offered by the Company as part of the contract. b. Revenue from Services is recognized when respective service is rendered and accepted by the customer. c. Capacity swaps The exchange of network capacity is recognized at fair value unless the transaction lacks commercial substance or the fair value of neither the capacity received nor the capacity given is reliably measurable. d. Interest income For all debt instruments measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). e. Rental income Rental income arising from operating leases or on investment properties is accounted for on a straight-line basis over the lease terms and is included in other non-operating income in the statement of profit and loss. f. Insurance Claims Insurance claims are accounted for as and when admitted by the concerned authority. 348g. Dividend Income Dividend income on investments is recognized when the right to receive dividend is established. h. Other Income Other Income is accounted for on accrual basis except, where the receipt of income is uncertain. 4.11. Employee Benefits Short Term 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 period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period 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. Post-employment obligations i. Defined contribution plans Provident Fund and employees’ state insurance schemes All employees of the Company are entitled to receive benefits under the Provident Fund, which is a defined contribution plan. Both the employee and the employer make monthly contributions to the plan at a predetermined rate (presently 12%) of the employees’ basic salary. These contributions are made to the fund administered and managed by the Government of India. In addition, some employees of the Company are covered under the employees’ state insurance schemes, which are also defined contribution schemes recognized and administered by the Government of India. The Company’s contributions to both these schemes are expensed in the Statement of Profit and Loss. The Company has no further obligations under these plans beyond its monthly contributions. ii. Defined benefit plans Gratuity The Company provides for gratuity obligations through a defined benefit retirement plan (the ‘Gratuity Plan’) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees at retirement or termination of employment based on the respective employee salary and years of employment with the Company. The Company provides for the Gratuity Plan based on actuarial valuations in accordance with Indian Accounting Standard 19 (revised), “Employee Benefits”. The present value of obligation under gratuity is determined based on actuarial valuation using Project Unit Credit Method, which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. Defined retirement benefit plans comprising of gratuity, un-availed leave, post-retirement medical benefits and other terminal benefits, are recognized based on the present value of defined benefit obligation which is computed using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. These are accounted either as current employee cost or included in cost of assets as permitted. Leave Encashment No provision for Leave encashment due to the employees has been made and the same shall be accounted for on payment basis at the time of encashment/payment or claim made by the employee. iii. Actuarial gains and losses are recognized in OCI as and when incurred. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest as defined above),are recognized in other 349comprehensive income except those included in cost of assets as permitted in the period in which they occur and are not subsequently reclassified to profit or loss. The retirement benefit obligation recognized in the Restated Financial Information represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of reductions in future contributions to the plans. Termination benefits Termination benefits are recognized as an expense in the period in which they are incurred. 4.12. Leases As a lessee The Company’s lease asset classes primarily consist of leases for land and buildings. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: i. the contract involves the use of an identified asset ii. the Company has substantially all of the economic benefits from use of the asset through the period of the lease and iii. the Company has the right to direct the use of the asset. At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease. Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised. The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs. Lease period for Building taken on lease is ranging from 2 to 3 Years The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates in the country of domicile of these leases. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. The company’s lease labilities are included in Other financial liabilities. Short-term leases and leases of low-value assets The Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short- term leases and leases of low-value assets are recognized as expense on a straight-line basis over the lease term. 3504.13. Segment Reporting Identification of segments: Operating segments are reported in a manner consistent with the internal financial reporting provided to the Chief Operating Decision Maker (CODM) i.e. Chief Executive officer. CODM monitors the operating results of all product segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit and loss and is measured consistently with profit and loss in the Restated Financial Information. The primary reporting of the Company has been performed on the basis of business segments. The analysis of geographical segments is based on the areas in which the Company’s products are sold or services are rendered. Allocation of common costs: Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs. Unallocated items: The Corporate and other segments include general corporate income and expense items, which are not allocated to any business segment. 4.14. Cash & Cash Equivalents Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. 4.15. Prior Period Items The Company has adopted following materiality threshold limits in the recognition of Prior period expenses/incomes: No. Threshold Items Threshold Value i. Id entification based on individual limits Rs. 10 lakhs ii. R estatement based on overall limits 1% of Total Revenue of Previous FY 4.16. Provision, Contingent Liabilities and Contingent Assets Provisions are recognized 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. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. Contingent liabilities are disclosed in the Restated Financial Information by way of notes to accounts, unless possibility of an outflow of resources embodying economic benefit is remote. Contingent assets are disclosed in the Restated Financial Information by way of notes to accounts when an inflow of economic benefits is probable. KEY COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS Set forth below are the key components of our statement of profit and loss from our continuing operations: Total Income Our total income comprises (i) revenue from operations; and (ii) other income. Revenue from Operations Revenue from operations comprises sale of products. 351Other Income Other income comprises (i) interest income; (ii) gain on fair valuation of security deposit; (iii) gain on lease termination; (iv) gain/(loss) on fair valuation of financial instrument at FVTPL; (v) incentive on export received; (vi) profit on sale of investment; (vii) miscellaneous income; (viii) gain on discard of PPE; and (ix) gain on foreign currency transaction and translation (net). Expenses Our expenses comprise (i) cost of material consumed; (ii) changes in inventories of finished goods, stock-in-trade and work- in-progress; (iii) employee benefits expense; (iv) finance costs; (v) depreciation and amortisation expense; and (vi) other expenses. Cost of material consumed Cost of material consumed is the purchases of raw materials and packaging materials during the year added to the opening stock less the closing stock. Changes in inventories of finished goods and work-in-progress Changes in inventories of finished goods and work in progress is based on calculating the difference between the closing stock and opening stock. Employee Benefit Expense Employee benefit expense comprise (i) salaries, bonus and other allowances; (ii) contribution to provident and other funds; (iii) staff welfare expenses; and (iv) employee’s recruitment expenses. Finance Cost Finance costs comprise (i) interest to banks; (ii) interest to others; (iii) interest on lease liabilities; (iv) interest on TDS; and (v) interest- others. Depreciation and Amortisation Expenses Depreciation and amortisation expense primarily comprise (i) depreciation on property, plant and equipment; (ii) depreciation on right of use assets; and (iii) amortization of intangible assets. Other Expense Other expenses primarily comprise of consumption of stores and spare parts, power and fuel, water charges, freight and forwarding charges, commission charges, legal and professional charges, travelling, conveyance and vehicle expenses, rent, marketing expenses and CSR expenditure. Tax expense Tax expense comprise of current tax and deferred tax. RESULTS OF OPERATIONS The following tables set forth our selected financial data from our restated statement of profit and loss for Fiscal 2025, Fiscal 2024 and Fiscal 2023, the components of which are also expressed as a percentage of total income and revenue from operations, as the case may be, for such years: Particulars For the year ended March 31 2025 2024 2023 In ₹ million As a percentage In ₹ million As a percentage In ₹ million As a percentage of total income of total income of total income Income Revenue from operations 8,249.58 99.17% 6,577.67 98.92% 5,436.78 99.56% Other income 69.05 0.83% 72.12 1.08% 24.16 0.44% Total income 8,318.63 100.00% 6,649.79 100.00% 5,460.94 100.00% 352Particulars For the year ended March 31 2025 2024 2023 In ₹ million As a percentage In ₹ million As a percentage In ₹ million As a percentage of revenue from of revenue from of revenue from operations operations operations Expenses Cost of material 6,559.02 79.51% 5,244.30 79.73% 4,119.37 75.77% consumed Changes in inventories of (113.58) (1.38) % (85.14) (1.29) % 135.68 2.50% finished goods, stock-in- trade and work-in- progress Employee benefits 429.32 5.20% 308.55 4.69% 245.76 4.52% expense Finance costs 124.97 1.51% 55.67 0.85% 56.01 1.03% Depreciation and 65.56 0.79% 61.10 0.93% 52.78 0.97% amortization expense Other expenses 536.24 6.50% 521.72 7.93% 502.63 9.25% Total expenses 7,601.53 92.14% 6,106.20 92.83% 5,112.23 94.03% Profit before tax 717.10 8.69% 543.59 8.26% 348.71 6.41% Tax expenses: Current tax 172.51 2.09% 153.03 2.33% 88.42 1.63% Deferred tax 11.68 0.14% (10.13) (0.15) % 0.70 0.01% V. Profit / (loss) for the 532.91 6.46% 400.69 6.09% 259.59 4.77% period/ year (III-IV) FISCAL 2025 COMPARED TO FISCAL 2024 Total Income Total income increased by 25.10% from ₹ 6,649.79 million in Fiscal 2024 to ₹ 8,318.63 million in Fiscal 2025 primarily due to an increase in revenue from operations. The table below provides the revenue from sale of our product segments. Product segment Fiscal 2025 Fiscal 2024 Revenue from sale of products (in ₹ Revenue from sale of products (in ₹ million) million) Networking cables and solutions 7,250.58 5,490.58 Specialty Power, Optical Fibre Cable and 980.91 1,087.09 Solutions Other allied products* 18.09 - * Other allied products includes Keystone Jacks. Revenue from operations Revenue from operations increased by 25.42% from ₹ 6,577.67 million in Fiscal 2024 to ₹ 8,249.58 million in Fiscal 2025. This growth was primarily driven increase in sales of networking cables and solutions by 32.05% from ₹ 5,490.58 million in Fiscal 2024 to ₹ 7,250.58 million in Fiscal 2025. The increase is primarily on account of increase in sales volume of networking cables This was partially offset by decrease in sales of Specialty Power and Optical Fibre Cable solutions from ₹ 1,087.09 million in Fiscal 2024 to ₹ 980.91 million. Other income Other income decreased by 4.26% from ₹ 72.12 million in Fiscal 2024 to ₹ 69.05 million in Fiscal 2025. This was primarily due to decrease in interest income from fixed deposits / margin money with banks by 62.41% from ₹ 9.22 million in Fiscal 2024 to ₹ 3.47 million in Fiscal 2025 and decrease in incentive on export received by 10.54% from ₹ 23.87 million in Fiscal 2024 to ₹ 21.35 million in Fiscal 2025 which was partially offset by increase in gain on foreign currency transaction and translation (net) by 2.42% from ₹ 35.15 million in Fiscal 2024 to ₹ 36.00 million in Fiscal 2025 and increase in gain on fair valuation of financial instrument at FVTPL by 61.11% from ₹ 3.74 million in Fiscal 2024 to ₹ 6.03 million in Fiscal 2025 Expenses Total expenses increased by 24.49% from ₹ 6,106.20 million in Fiscal 2024 to ₹ 7,601.53 million in Fiscal 2025 primarily due to an increase in cost of materials consumed by 25.07% from ₹ 5,244.30 million in Fiscal 2024 to ₹ 6,559.02 million in Fiscal 3532025 and an increase in employee benefits expense by 39.14% from ₹ 308.55 million in Fiscal 2024 to ₹ 429.32 million in Fiscal 2025. Cost of materials consumed Cost of materials consumed increased by 25.07% from ₹ 5,244.30 million in Fiscal 2024 to ₹ 6,559.02 million in Fiscal 2025 primarily due to increased raw material procurements to support our increased sales volumes resulting in an increase in our revenue from operations. Change in inventories of finished goods, stock-in-trade and work-in-progress Change in inventories of finished goods, stock-in-trade and work-in-progress decreased by 33.39% from ₹ (85.14) million in Fiscal 2024 to ₹ (113.58) million in Fiscal 2025 primarily due to increase in closing stock of finished goods from ₹ 101.30 million in Fiscal 2024 to ₹ 189.40 million in Fiscal 2025. Employee benefit expense Employee benefit expenses increased by 39.14% from ₹ 308.55 million in Fiscal 2024 to ₹ 429.32 million in Fiscal 2025 primarily due to an increase in salaries, bonus and other allowances by 39.79% from ₹ 295.18 million in Fiscal 2024 to ₹ 412.63 million in Fiscal 2025, increase in contribution to provident and other funds by 28.44% from ₹ 7.82 million in Fiscal 2024 to ₹ 10.04 million in Fiscal 2025, increase in staff welfare expenses by 25.18% from ₹ 5.17 million in Fiscal 2024 to ₹ 6.47 million in Fiscal 2025 and increase in number of employees (including contract labour) from 1,133 in Fiscal 2024 to 1,497 in Fiscal 2025. Finance costs Finance costs increased by 124.49% from ₹ 55.67 million in Fiscal 2024 to ₹ 124.97 million in Fiscal 2025 primarily due to increase in interest to banks by 215.91% from ₹ 14.28 million in Fiscal 2024 to ₹ 45.11 million in Fiscal 2025, increase in interest to related parties and other corporate lenders others by 92.32% from ₹ 40.39 million in Fiscal 2024 to ₹ 77.68 million in Fiscal 2025 and increase in our short term borrowings by 159.06% from ₹ 309.04 million in Fiscal 2024 to ₹ 800.60 million in Fiscal 2025 and increase in our long term borrowings by 473.07%from ₹ 58.26 million to ₹ 333.90 million in Fiscal 2025. Depreciation and amortisation expense Depreciation and amortisation expenses increased by 7.29% from ₹ 61.10 million in Fiscal 2024 to ₹ 65.56 million in Fiscal 2025 primarily due to our increased investments in property, plant and equipment (“PPE”) for increase in capital expenditure and Right -of- Use Assets. Other expenses Other expenses increased by 2.78% from ₹ 521.72 million in Fiscal 2024 to ₹ 536.24 million in Fiscal 2025 primarily due to: • increase in power and fuel and water charges from ₹ 89.85 million in Fiscal 2024 to ₹ 114.61 million in Fiscal 2025, • increase in legal and professional charges from ₹ 22.47 million in Fiscal 2024 to ₹ 27.15 million in Fiscal 2025, • increase in bank charges from ₹ 13.09 million in Fiscal 2024 to ₹ 24.10 million in Fiscal 2025, • increase in rent expense from ₹ 2.94 million in Fiscal 2024 to ₹ 10.52 million in Fiscal 2025, • increase in repair and maintenance from ₹ 11.30 million in Fiscal 2024 to ₹ 17.47 million in Fiscal 2025, • increase in miscellaneous expenses from ₹ 6.89 million in Fiscal 2024 to ₹ 9.74 million in Fiscal 2025, and • increase in CSR expenditure from ₹ 5.37 million in Fiscal 2024 to ₹ 8.00 million in Fiscal 2025, offset by a decrease in freight and forwarding charges from ₹ 73.99 million in Fiscal 2024 to ₹ 66.98 million in Fiscal 2025, decrease in commission charges from ₹ 47.89 million in Fiscal 2024 to ₹ 5.42 million in Fiscal 2025 and decrease in travelling, conveyance and vehicle expenses from ₹ 15.79 million in Fiscal 2024 to ₹ 8.85 million in Fiscal 2025. Restated Profit before tax Our profit before tax increased by 31.92% from ₹ 543.59 million in Fiscal 2024 to ₹ 717.10 million in Fiscal 2025 primarily due to the aforementioned reasons. 354Tax Expense Total tax expense increased by 28.90% from ₹ 142.90 million in Fiscal 2024 to ₹ 184.19 million in Fiscal 2025 primarily due to increase in current tax and deferred tax expenses. • Current tax expense increased by 12.73% from ₹ 153.03 million in Fiscal 2024 to ₹ 172.51 million in Fiscal 2025 primarily due to an increase in profit before tax from ₹ 543.59 million in Fiscal 2024 to ₹ 717.10 million in Fiscal 2025; • Deferred tax increased by 215.24% from ₹ (10.13) million in Fiscal 2024 to ₹ 11.68 million in Fiscal 2025. Restated Profit for the year Our profit for the year increased by 33.00% from ₹ 400.69 million in Fiscal 2024 to ₹ 532.91 million in Fiscal 2025 primarily due to the aforementioned reasons. EBITDA and EBIDTA margin While our expenses increased by 24.49% from ₹ 6,106.20 million in Fiscal 2024 to ₹ 7,601.53 million in Fiscal 2025, our revenue from operations also increased by 25.42% from ₹ 6,577.67 million in Fiscal 2024 to ₹ 8,249.58 million in Fiscal 2025. Thus, EBITDA for the year increased by 42.56% from ₹ 588.24 million in Fiscal 2024 to ₹ 838.58 million in Fiscal 2025 and our EBITDA margin increased from 8.94% in Fiscal 2024 to 10.17% in Fiscal 2025 due to the aforementioned reasons. FISCAL 2024 COMPARED TO FISCAL 2023 Total Income Total income increased by 21.77 % from ₹ 5,460.94 million in Fiscal 2023 to ₹ 6,649.79 million in Fiscal 2024 primarily due to increase in revenue from operations. The table below provides the revenue from sale of our product segments. Product segment Fiscal 2024 Fiscal 2023 Revenue from sale of products (in ₹ Revenue from sale of products (in ₹ million) million) Networking cables and solutions 5,490.58 4,663.41 Specialty Power, Optical Fibre Cable and Solutions 1,087.09 773.37 Revenue from operations Revenue from operations increased by 20.98%, from ₹ 5,436.78 million in Fiscal 2023 to ₹ 6,577.67 million in Fiscal 2024. This growth was primarily driven by an increase in revenue from the networking cables and solutions by 17.74% from ₹ 4,663.41 million in Fiscal 2023 to ₹ 5,490.58 million in Fiscal 2024 and an increase in revenue from speciality power, optical fibre cables by 40.57% from ₹ 773.37 million in Fiscal 2023 to ₹ 1,087.09 million in Fiscal 2024. This was on account of an increase in the sales volume of our products in the networking cables and solutions segment] Other income Other income increased significantly by 198.51 % from ₹ 24.16 million in Fiscal 2023 to ₹ 72.12 million in Fiscal 2024 primarily due to an increase in gain on foreign currency transaction (net) from ₹ 6.28 in Fiscal 2023 to ₹ 35.15 million in Fiscal 2024, increase in incentives on exports received from ₹ 12.52 in Fiscal 2023 to ₹ 23.87 million in Fiscal 2024 and an increase in interest income from ₹ 5.11 million in Fiscal 2023 to ₹ 9.22 million in Fiscal 2024. Expenses Total expenses increased by 19.44 % from ₹ 5,112.23 million in Fiscal 2023 to ₹ 6,106.20 million in Fiscal 2024 primarily due to an increase in cost of materials consumed from ₹ 4,119.37 million in Fiscal 2023 to ₹ 5,244.30 million in Fiscal 2024. Cost of materials consumed Cost of materials consumed increased by 27.31 % from ₹4,119.37 million in Fiscal 2023 to ₹ 5,244.30 million in Fiscal 2024 primarily due to an increase in overall business of our Company and an increase in the demand of our products resulting in an increase in our revenue from operations. 355Change in inventories of finished goods and work-in-progress Change in inventories of finished goods and work-in-progress decreased by 162.75% from ₹ 135.68 million in Fiscal 2023 to ₹ (85.14) million in Fiscal 2024 primarily due to increase in closing stock of finished goods in Fiscal 2023 which was primarily due to increase in inventory of finished goods from ₹ 39.72 million in Fiscal 2023 to 101.30 million in Fiscal 2024 Employee benefit expense Employee benefit expenses increased by 25.55% from ₹ 245.76 million in Fiscal 2023 to ₹ 308.55 million in Fiscal 2024 primarily due to an increase in salaries, bonus and other allowances from ₹ 233.36 million in Fiscal 2023 to ₹ 295.18 million in Fiscal 2024 on account of increase in our number of employees (including contractual labour) from 976 in Fiscal 2023 to 1,133 in Fiscal 2024. Finance costs Finance costs decreased by 0.62% from ₹ 56.01 million in Fiscal 2023 to ₹ 55.67 million in Fiscal 2024 primarily due to repayment of debt. Depreciation and amortisation expense Depreciation and amortisation expenses increased by 15.77 % from ₹ 52.78 million in Fiscal 2023 to ₹ 61.10 million in Fiscal 2024 primarily due to an increase in depreciation of Property, Plant and Equipment from ₹ 47.46 million in Fiscal 2023 to ₹ 56.35 million in Fiscal 2024. Other expenses Other expenses increased by 3.80 % from ₹ 502.63 million in Fiscal 2023 to ₹ 521.72 million in Fiscal 2024 primarily due to • increase in expenses for power and fuel and water charges from ₹ 82.17 million in Fiscal 2023 to ₹ 89.85 million in Fiscal 2024, • increase in repair and maintenance expenses for plant and machinery, building and others from ₹ 6.11 million in Fiscal 2023 to ₹ 11.30 million in Fiscal 2024, • increase in legal and professional charges from ₹ 6.33 million in Fiscal 2023 to ₹ 22.47 million in Fiscal 2024, • increase in travelling, conveyance and vehicle expenses due to an increase in volume of products sold, from ₹ 8.40 million in Fiscal 2023 to ₹ 15.79 million in Fiscal 2024, • increase in insurance expense from ₹ 1.36 million in Fiscal 2023 to ₹ 4.70 million in Fiscal 2024 offset by a decrease in consumption of stores and spare parts from ₹ 237.13 million in Fiscal 2023 to ₹ 201.22 million in Fiscal 2024. Restated Profit before tax Our profit before tax increased by 55.89 % from ₹ 348.71 million in Fiscal 2023 to ₹ 543.59 million in Fiscal 2024 due to the aforementioned reasons. Tax Expense Total tax expense increased by 60.34 % from ₹ 89.12 million in Fiscal 2023 to ₹ 142.90 million in Fiscal 2024 primarily due to increase in current tax expenses. • Current tax expense increased from ₹ 88.42 million in Fiscal 2023 to ₹ 153.03 million in Fiscal 2024 primarily due to an increase in profit before tax from ₹ 348.71 million in Fiscal 2023 to ₹ 543.59 million in Fiscal 2024; • Deferred tax (credit) decreased from ₹ 0.70 million in Fiscal 2023 to ₹ (10.13) million in Fiscal 2024. Restated Profit for the year Our profit for the year increased by 54.36 % from ₹ 259.59 million in Fiscal 2023 to ₹ 400.69 million in Fiscal 2024 due to the aforementioned reasons. 356EBITDA and EBITDA margin While our total expenses increased by 19.44 % from ₹ 5,112.23 million in Fiscal 2023 to ₹ 6,106.20 million in Fiscal 2024, our revenue from operations also increased by 20.98%, from ₹ 5,436.78 million in Fiscal 2023 to ₹ 6,577.67 million in Fiscal 2024 resulting in our EBITDA for the year increasing by 35.75% from ₹ 433.34 million in Fiscal 2023 to ₹ 588.24 million in Fiscal 2024 and our EBITDA margin increased from 7.97% in Fiscal 2023 to 8.94% in Fiscal 2024 due to the aforementioned reasons. LIQUIDITY AND CAPITAL RESOURCES Capital Requirements Our principal capital requirements are towards our manufacturing facilities and working capital requirements. Our principal source of funding has been and is expected to continue to be cash generated from our operations and supplemented by borrowings from banks. For Fiscal 2025, Fiscal 2024 and Fiscal 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments other working capital requirements and other cash outlays, principally with funds generated from operations, optimization of operating working capital with the balance met from external borrowings. Liquidity Our liquidity requirements arise principally from our operating activities, repayment of borrowings and debt service obligations and our working capital requirements. Historically, our principal sources of funding have included funds generated from operations, optimization of operating working capital with the balance met from external borrowings. Cash Our anticipated cash flows are dependent on various factors that are beyond our control. See “Risk Factors” beginning on page 30. The following table sets forth certain information relating to our cash flows in Fiscal 2025, Fiscal 2024 and Fiscal 2023: Particulars For the year ended For the year ended For the year ended March 31, 2025 March 31, 2024 March 31, 2023 (in ₹ million) Net cash from/ (used) in operating activities (97.85) 421.81 197.98 Net cash flows from/ (used) in investing activities (598.23) (326.88) (188.28) Net cash flows from/ (used) in financing activities 631.10 (61.02) (35.18) Net increase/ (decrease) in cash and cash (64.98) 33.91 (25.48) equivalents Cash and cash equivalents at the end of the year 14.53 79.51 45.59 Cash Flows from Operating Activities Fiscal 2025 We used ₹ 97.85 million net cash from operating activities during Fiscal 2025. Restated Profit before tax for Fiscal 2025 was ₹ 717.10 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of ₹ 65.56 million, finance cost of ₹ 123.69 million, impairment allowance for trade receivables considered doubtful of ₹ 2.35 million. This was partially offset by gain/loss on foreign currency transaction of ₹ 36.00 million and interest income of ₹ 3.47 million. Cash generated from operations before tax in Fiscal 2025 amounted to ₹ 112.10 million. This was offset by payment of ₹209.95 million as income tax. Our adjustments for working capital changes for Fiscal 2025 primarily consisted of trade and other receivables of ₹ 483.27 million, inventories of ₹ 324.00 million and trade payables and other current liabilities of ₹ 51.67 million. Fiscal 2024 We generated ₹ 421.81 million net cash from operating activities during Fiscal 2024. Restated Profit before tax for Fiscal 2024 was ₹ 543.59 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of ₹ 61.10 million, finance cost of ₹ 55.23 million and impairment allowance for trade receivables considered doubtful of ₹ 7.95 million. This was partially offset by gain/loss on foreign currency transaction of ₹ 35.15 million and interest income of ₹ 9.22 million. Net Cash generated from operations before tax in Fiscal 2024 amounted to ₹527.64 million. This was offset by payment of ₹105.83 million as income tax. 357Our adjustments for working capital changes for Fiscal 2024 primarily consisted of trade and other receivables of ₹ 170.14 million, inventories of ₹ 59.33 million and trade payables and other current liabilities of ₹ 132.28 million. Fiscal 2023 We generated ₹ 197.98 million net cash from operating activities during Fiscal 2023. Restated Profit before tax for Fiscal 2023 was ₹ 348.71 million. Adjustments to reconcile profit before tax to operating profit before working capital changes primarily consisted of depreciation and amortization of ₹ 52.77 million, finance cost of ₹ 55.08 million and bad debts written off of ₹ 1.29 million. This was partially offset by gain/loss on foreign currency transaction of ₹ 6.28 million and interest income of ₹ 4.75 million. Net cash generated from operations before tax in fiscal 2023 amounted to ₹ 285.73 this was offset by payment of ₹ 87.75 million as income tax. Our adjustments for working capital changes for Fiscal 2023 primarily consisted of trade and other receivables of ₹ 425.19 million, inventories of ₹ 0.67 million and trade payables and other current liabilities of ₹ 262.71 million. Cash Flow used in Investing Activities Fiscal 2025 Net cash used in investing activities was ₹ 598.23 million in Fiscal 2025, primarily on account of purchase of property, plant and equipment of ₹ 600.97 million. This was partially offset by sale of property, plant and equipment of ₹ 2.48 million and interest/ dividend/ rental income of ₹ 7.20 million. Fiscal 2024 Net cash used in investing activities was ₹ 326.88 million in Fiscal 2024, primarily on account of purchase of property, plant and equipment of ₹ 327.12 million and purchase of investments of ₹ 35.00 million. This was partially offset by decrease in fixed deposits, having original maturity of more than three months of ₹ 31.12 million. Fiscal 2023 Net cash used in investing activities was ₹ 188.28 million in Fiscal 2023, primarily on account of purchase of property, plant and equipment of ₹ 138.58 million, increase in fixed deposits, having original maturity of more than three months of ₹ 24.18 million and purchase of investments of ₹ 30.00 million. This was partially offset by interest/ dividend/ rental income of ₹ 4.48 million. Cash Flow from/used in Financing Activities Fiscal 2025 Net cash from financing activities was ₹ 631.10 million in Fiscal 2025, primarily on account of proceeds of short term borrowings of ₹ 526.35 million and proceeds of long term borrowings of ₹ 240.84 million. This was partially offset by interest paid of ₹ 130.53 million. Fiscal 2024 Net cash used in financing activities was ₹ 61.02 million in Fiscal 2024, primarily on account of and interest paid of ₹ 50.48 million and repayment of long-term borrowings of ₹ 24.61 million. This was partially offset by proceeds from short-term borrowings of ₹ 18.95 million. Fiscal 2023 Net cash used in financing activities was ₹ 35.18 million in Fiscal 2023, primarily on account of interest paid of ₹ 55.66 million. This was partially offset by proceeds from long-term borrowings of ₹ 19.49 million and proceeds from short-term borrowings of ₹ 6.46 million. NON-GAAP MEASURES Certain measures included in this Draft Red Herring Prospectus, for instance, EBITDA, EBITDA Margin, Return on Capital Employed, Return on Equity, Net Working Capital Days, Net Debt/ Equity Ratio, Net Debt/EBITDA, Gross Fixed Asset Turnover Ratio, CAGR, PAT Margin (“Non-GAAP Measures”) presented in this Draft Red Herring Prospectus is a supplemental measure of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind 358AS, IFRS or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the year or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, IFRS or US GAAP. In addition, Non-GAAP Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative measure. Although Non-GAAP Measures is not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating performance. See “Risk Factors - Certain Non-GAAP financial measures and other statistical information relating to our operations and financial performance have been included in this Draft Red Herring Prospectus” on page 57. Reconciliation for the following non-GAAP financial measures included in this Draft Red Herring Prospectus are set out below for the periods indicated: (In ₹ million, except percentage) Particulars Fiscals 2025 2024 2023 Total Income (A) 8,318.63 6,649.79 5,460.94 Revenue from operations (B) 8,249.58 6,577.67 5,436.78 Profit before tax (C) 717.10 543.59 348.71 Add: Finance cost (D) 124.97 55.67 56.01 Add: Depreciation & amortization expense (E) 65.56 61.10 52.78 Less: Other Income (F) 69.05 72.12 24.16 EBITDA (G=C+D+E-F) 838.58 588.24 433.34 EBITDA Margin (H=G/B) 10.17% 8.94% 7.97% (In ₹ million, except no. of shares and percentage) Particulars Fiscals 2025 2024 2023 Profit after tax 532.91 400.69 259.59 Net worth* 1,806.72 1,275.43 875.58 Return on Net Worth (%)** 34.58% 37.26% 34.81% Net Asset Value 1,806.72 1,275.43 875.58 Weighted average number of equity shares outstanding at the end of 102,035,000 102,035,000 102,035,000 the year adjusted for the issue of Bonus Equity Shares for all year, in accordance with principles of Ind AS 33 Net Asset Value per share 17.71 12.50 8.58 * Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. ** RoNW (%) = Net Profit after tax for the year, as restated, divided by average restated net worth. FINANCIAL INDEBTEDNESS As of April 30, 2025 we had total outstanding borrowings of ₹ 1,654.25 million. Our total borrowing to equity ratio was 0.63 as of March 31, 2025. For further information on our indebtedness, see “Financial Indebtedness” on page 331. The following table sets forth certain information relating to our outstanding indebtedness as of March 31, 2025, March 31, 2024 and March 31, 2023: Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023 (in ₹ million) (in ₹ million) (in ₹ million) Non-Current Borrowings Secured Term Loan from Banks 264.09 33.65 56.95 Vehicle Loans from Banks 10.40 - - Vehicle Loans from FI’s - - 1.32 Current Borrowings Secured Loans repayable on demand Working Capital Limit 793.05 189.25 94.51 Current Maturities of Long-Term Debts; 359Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023 (in ₹ million) (in ₹ million) (in ₹ million) Term Loans from Banks 53.77 23.29 35.18 Vehicle Loans from Banks 5.64 - 1.40 Vehicle Loans from FI’s - 1.32 1.87 Unsecured Loans from Body Corporates 7.55 32.49 42.92 Loan from Promoters/Directors - 87.31 138.82 Total 1,134.50 367.31 372.97 CONTINGENT LIABILITIES, COMMITMENTS AND OFF-BALANCE SHEET ARRANGEMENTS As of March 31, 2025, March 31, 2024 and 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: Particulars As of March 31, As of March 31, As of March 31, 2025 2024 2023 (in ₹ million) (in ₹ million) (in ₹ million) (i) Guarantees issued by Banks 27.68 36.68 4.75 (ii) Letter of credit given by the bank of behalf of the Company (Margin 1,020.14 691.29 118.04 Money for LC & BGs kept by way of fixed deposits ₹ 93.95 million (March 31, 2024: ₹ 86.93 million, March 31,2023: ₹ 118.04 million) (ii) Commitments Estimated amount of contracts remaining to be executed on capital account 242.31 56.43 - and not provided for (net of advances) For further information on our contingent liabilities and capital commitments as at March 31, 2025, March 31, 2024 and March 31, 2023 as per Ind AS 37, see “Restated Financial Information” on page 267. Except as disclosed elsewhere in this Draft Red Herring Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors. CONTRACTUAL OBLIGATIONS The following table sets forth certain information relating to future payments due under known contractual obligations as of March 31, 2025, March 31, 2024 and March 31, 2023 aggregated by type of contractual obligation: (in ₹ million) Particulars Less than 12 1 to 5 years Above 5 years Total months Year ended 31 March 2025 Trade payables 1,200.86 - - 1,200.86 Borrowings 860.01 274.49 - 1,134.50 Lease Liabilities 7.26 10.93 - 18.19 Other liabilities 45.44 - - 45.44 Year ended 31 March 2024 Trade payables 1,168.16 0.00 - 1,168.16 Borrowings 333.66 33.65 - 367.31 Lease Liabilities 0.88 1.53 - 2.41 Other liabilities 42.38 0.00 - 42.38 Year ended 31 March 2023 Trade payables 1,034.22 0.00 - 1,034.22 Borrowings 314.70 58.27 - 372.97 Lease Liabilities 4.44 2.41 - 6.85 Other liabilities 44.98 - - 44.98 CAPITAL EXPENDITURES In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment were ₹ 807.31 million, ₹ 168.16 million and ₹ 64.17 million respectively. 360RELATED PARTY TRANSACTIONS We enter into various transactions with related parties in the ordinary course of business. These transactions principally include reimbursement of expenses, rent paid, security paid, loan taken, interest on loan, loan repaid, remuneration paid, sale of goods and purchase of goods. For further information relating to our related party transactions, see “Restated Financial Information – Note 46” on page 312. AUDITOR’S OBSERVATIONS There are no auditor qualifications that have not been given effect to in the Restated Financial Information. For details of the CARO qualifications and report on other legal and regulatory requirements which do not require any adjustments in the Restated Financial Information for Fiscals 2025, 2024 and 2024, see “Restated Financial Information – Note 4” on page 327. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are exposed to market risks that are related to the normal course of our operations such as interest rate, liquidity risk, foreign exchange risk and reputational risk, which may affect economic growth in India and the value of our financial liabilities, our cash flows and our results of operations. Credit Risk Credit risk arises when a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its financing activities, including deposits with banks and financial institutions and other financial instruments. The customer credit risk is managed subject to the Company’s established policy, procedure and controls relating to customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks. The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 60-90 days to all customers which vary from customer to customer. Liquidity Risk Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company uses liquidity forecast tools to manage its liquidity. The Company’s approach to managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring losses. In doing this, the management considers both normal and stressed conditions. Market Risk We are exposed to various types of market risks during the normal course of business. Market risk is the risk that 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, such as equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits and 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. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the purpose to finance the business and inducting new fleet and such borrowings are repayable on demand. For further information, see “Financial Indebtedness” on page 331. Inflation Risk In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material impact on our business and results of operations, inflation generally impacts the overall economy and business environment and hence could affect us. UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance. KNOWN TRENDS OR UNCERTAINTIES 361Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 334 and 30, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations. FUTURE RELATIONSHIP BETWEEN COST AND INCOME Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 30, 193 and 334, respectively, to our knowledge, there are no known factors that may adversely affect our business prospects, results of operations and financial condition. NEW PRODUCTS OR BUSINESS SEGMENTS Except as set out in this Draft Red Herring Prospectus in the sections “Our Business” on page 193, we have not announced and do not expect to announce in the near future any new products or business segments. COMPETITIVE CONDITIONS We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See “Risk Factors”, “Industry Overview” and “Our Business” on pages 30, 136 and 193, respectively, for further details on competitive conditions that we face across our various business segments. SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS We depend on a limited number of suppliers or customers for a significant part of our revenues and operations. For details see “Risk Factors - We derive more than 74% of our revenue from operations from our top 10 customers as of Fiscal 2025. If one or more of such customers choose not to source their requirements from us or to terminate our contracts or purchase orders, our business, cash flows, financial condition and results of operations may be adversely affected” on page 31. SEASONALITY/ CYCLICALITY OF BUSINESS Our business is not seasonal in nature. MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS There have been no significant developments after March 31, 2025, the date of the last financial statements contained in this Draft Red Herring Prospectus, to the date of filing of this Draft Red Herring Prospectus, which materially and adversely affects, or is likely to affect, our trading or profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months. However, below are the material developments after March 31, 2025: • We have purchased land situated at “Khasra No. 86-94 & 98-101, Village - Jodia Meo, Tapukara, district- Khairthal- Tijara (Rajasthan-3301019) area measuring 42,529.98 Sqm. The purchase of the said land was completed through a registered sale deed dated May 2, 2025. • We have incorporated a Subsidiary OCL Greentech Private Limited on May 05, 2025 and Mr Vipul Nagpal, Chairman and Managing Director and Vardaan Nagpal, Whole Time Director of the Orient Cables (India) Limited have been appointed as the directors of the aforementioned Subsidiary. • Pursuant to the resolutions passed by our Board on June 12, 2025, and our Shareholders on June 13, 2025, our Company has approved the OCL Employee Stock Option Scheme 2025 (“OCL ESOP Scheme 2025”) for issue of options to the eligible employees which may result in issue of Equity Shares not exceeding 4,000,000 Equity Shares. The OCL ESOP Scheme 2025 has been framed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. 362SECTION VI – LEGAL AND OTHER INFORMATION OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS Except as disclosed in this section, there are no outstanding (i) criminal proceedings including matters which are at first information report stage, where no/ some cognizance has been taken by any court, involving our Company, its Subsidiary its Directors or Promoters; (ii) actions by any regulatory authorities and statutory authorities (including any notices by such authorities) and any findings/observations of any of the inspections by SEBI or any other regulatory authority and all penalties and show cause against our Company, its Subsidiary, Directors or Promoters; (iii) outstanding claims related to direct and indirect taxes, giving the number of cases and total amount. Provided that if the amount involved in any such claims exceeds the materiality threshold, such matter(s) have been disclosed on an individual basis; and (iv) other pending litigations (including civil litigation or arbitration proceedings) involving our Company, Directors, or Promoters or Subsidiary (other than proceedings covered under (i) to (iii) above) as determined to be material by our Board pursuant to the policy on materiality (“Materiality Policy”) approved by the Board of Directors, in each case involving our Company, Subsidiary, Promoters and Directors (“Relevant Parties”). All criminal proceedings involving Key Managerial Personnel and Senior Management Personnel of the Company and actions taken by the regulatory and statutory authorities against such Key Managerial Personnel and Senior Management Personnel also be disclosed. Further, except disclosed in this section, there are (i) no disciplinary actions including penalty imposed by the SEBI or the stock exchanges against our Promoters in the last five Fiscals preceding this Draft Red Herring Prospectus including any outstanding action. For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following policy on materiality with regard to outstanding litigation in relation to the Relevant Parties to be disclosed in this Draft Red Herring Prospectus pursuant to the Board resolution dated July 10, 2025: a) Monetary threshold: pending civil cases involving the Relevant Parties in which the monetary amount of claim by or against the Relevant Parties in any such pending proceeding to the extent quantifiable, is: a) two percent of turnover, for the most recent financial year as per the Restated Financial Information; or (b) two percent of net worth, as at the end of the most recent financial year as per the Restated Financial Information; or (c) five percent of the average of absolute value of profit or loss after tax of the Company on a consolidated basis, as per the last three financial years Restated Financial Information, included in this Draft Red Herring Prospectus, whichever is lower (“Monetary Threshold”) Accordingly, pending civil cases involving the Relevant Parties which involves an amount is in excess of 5 % of average of absolute value of profit or loss after tax being ₹ 19.89 million, for the last three fiscals, as per the Restated Financial Information has been considered as the Materiality Threshold. b) Subjective threshold: under this test, such pending matters which are not quantifiable or do not exceed the monetary threshold, involving the Relevant Parties, whose outcome, in the opinion of the Board, would materially and adversely affect the Company’s business, prospects, performance, operations, financial position, reputation or cash flows or the decision in such a proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount involved in such proceedings exceeds the threshold, even though the amount involved in an individual proceeding does not exceed the threshold, would be considered as material for the Company. c) Additional threshold: there are any findings or observations arising out of any of the inspections by the Securities and Exchange Board of India or by any other regulator in or outside India, which are outstanding Pre-litigation notices received by the Relevant Parties from third parties (excluding those notices issued by governmental, statutory, regulatory, judicial, quasi-judicial, taxation authorities, first information reports (“FIRs”) (including FIRs where no cognizance has been taken by court), police complaints or notices threatening criminal action) shall, in any event, not be considered as litigation and evaluated for materiality, until such time that Relevant Parties or group companies are impleaded as defendants in litigation proceedings before any judicial/arbitral forum or unless decided otherwise by the Board of Directors of our Company. For identification of material creditors, creditors of the Company (except banks and financial institutions from whom our Company has availed financing facilities) to whom an amount having a monetary value which exceeds 5% of the total trade payables of our Company as of the end of the most recent period covered in the Restated Financial Information of the Company is outstanding, shall be considered as ‘material’. Accordingly, creditors of our Company to whom our Company owes an amount exceeding ₹ 60.04 million are considered material (“Material Creditor”), including the consolidated number of creditors and the aggregate amount involved. 363I. Litigation involving our Company A. Litigation filed by our Company Material civil litigation 1. As on the date of this Draft Red Herring Prospectus, there are no outstanding material civil proceedings filed by our Company. Criminal proceedings 1. Our Company filed a police complaint dated October 9, 2020, before the Superintendent of Police, Bhiwadi Police District (‘Police Complaint’) against TDT Copper Limited and their directors (‘Accused 1’), Ashoka Creations Pvt. Ltd. and their directors (‘Accused 2’), and other managers and officials (‘Accused 3’, together with Accused 1 and Accused 2, the ‘Accused’) alleging fraud and misappropriation by the Accused. Our Company had entered into an agreement with Accused 1, dated November 15, 2018, for the purchase and processing of 101.34 metric tons of copper cathodes. Our Company transferred an amount of ₹17.63 million pursuant to the agreement, however, Accused 1 only supplied 41.94 metric tons of copper cathode and misappropriated the remaining 59.19 metric tons of copper cathode amounting to ₹3.38 million. Our Company filed a criminal complaint alleging non-registration of the Police Complaint dated November 4, 2020 before the Honorable Judicial Magistrate, Bhiwadi, Alwar (‘HJM, Bhiwadi’). Thereafter, on the directions issued by the HJM, Bhiwadi, a first information report dated November 21, 2020 (‘FIR’) was registered before the Bhiwadi Police Station. As per the registered FIR, our Company has alleged that the Accused committed offences under Sections 120-B, 406, 409 and 420 of the Indian Penal Code, 1860. Further, we sought an order for the registration of the criminal complaint under Section 156(3) of the Code of Criminal Procedure, 1973 and refer the matter to the local police station, Bhiwadi for investigation and inquiry. The matter is currently pending. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material tax proceedings filed by our Company. B. Litigation filed against our Company Material civil litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material civil proceedings filed against our Company. Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings filed against our Company. Actions by regulatory and statutory authorities As on the date of this Draft Red Herring Prospection, there are no actions by regulatory and statutory authorities against our Company. Inspections by SEBI or any other regulator As on the date of this Draft Red Herring Prospection, there are no findings or observations arising out of any of the inspections by the SEBI or by any other regulator in or outside India, which are outstanding. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material tax proceedings against our Company. 364II. Litigation involving our Subsidiary A. Litigation filed by our Subsidiary Material civil litigation As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed by our Subsidiary. Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal litigations filed by our Subsidiary. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no material tax litigations filed by our Subsidiary. B. Litigation filed against our Subsidiary Material civil litigation As on the date of this Draft Red Herring Prospectus, there are no material civil litigations filed against our Subsidiary. Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Subsidiary. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no material tax litigations filed against our Subsidiary. III. Litigation involving our Directors A. Litigation filed by our Directors Material civil litigation 1. Application bearing number C.P. (IB) No. 906 (ND) of 2022 under section 7 of the Insolvency Bankruptcy Code (“Section 7 Application”) was filed by Vipul Nagpal, one of our Promoters and the Chairman and Managing Director of our Company and Ors. (“Petitioners”), against ATS Infrastructure Limited (“Corporate Debtor”) before the National Company Law Tribunal, New Delhi (“Adjudicatory Authority”), inter-alia, seeking initiation of corporate insolvency resolution process claiming that the Corporate Debtor owes a sum of ₹ 58.25 million towards the understanding reached between the parties for a collective buy-back scheme. On June 09, 2023, the Adjudicatory Authority passed an order dismissing the Section 7 Application (“Impugned Order”). Being Aggrieved, the Petitioners have filed this present appeal bearing number Company Appeal (AT)(Ins)- 957/ND/2023 before the National Company Law Appellate Tribunal, New Delhi, praying to set aside the Impugned Order and admit the Section 7 application against the Corporate Debtor. The matter is presently pending. Criminal proceedings 1. Complaint bearing number Cr. Reg. Case/1525/2017 has been filed by Vipul Nagpal, one of our Promoter and the Chairman and Managing Director of our Company (“Complainant”), under section 138 and 141 of Negotiable Instruments Act, 1881 and section 420 of the Indian Penal Code, 1860, against Shakthi Sona Solar Electric Limited and Ors (“Accused”) before the Hon’ble Court of ACJM JM - Bhiwadi HQ on account of dishonour of cheques bearing numbers 000579 and 000580 of HDFC Bank dated February 07, 2017, issued by the Accused for an aggregate amount of ₹228.00 million (“Cheque Amount”) which was dishonoured on May 03, 2017. Aggrieved by the same, the Complainant has filed this present complaint praying that the Complainant be awarded the Cheque Amount along with double the amount as compensation damages. The matter is presently pending. 2. Complaint bearing number CC NI ACT/7846/2022 has been filed by Vipul Nagpal, one of our Promoter and the Chairman and Managing Director of our Company (“Complainant”), under section 138, 141 and 142 of Negotiable Instruments Act, 1881 (“NI Act”), against ATS Infrastructure Limited and Ors (“Accused”) before Chief Metropolitan Magistrate, South, Saket on account of dishonour of cheques bearing numbers 365032783 and 032784 of Kotak Bank dated August 31, 2022 issued by the Accused for an aggregate amount of ₹56.83 million (“Cheque Amount”), which was dishonoured on September 30, 2022. Aggrieved by the same, the Complainant has filed this present complaint praying to summon, prosecute and convict the Accused under the NI Act. The matter is presently pending. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material tax proceedings filed by our Directors. B. Litigation filed against our Directors Material civil litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material civil litigations filed against our Directors. Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal litigations filed against our Directors. Actions by regulatory and statutory authorities As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against our Directors. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no material tax litigations against our Directors. IV. Litigation involving our Promoters A. Litigation filed by our Promoters Material civil litigation 1. Vipul Nagpal, one of our Promoters and the Chairman and Managing Director of our Company and Ors. (“Petitioners”), against ATS Infrastructure Limited (“Corporate Debtor”) before the National Company Law Tribunal, New Delhi (“Adjudicatory Authority”), inter-alia, seeking initiation of corporate insolvency resolution process claiming that the Corporate Debtor owes a sum of ₹ 58.25 million towards the understanding reached between the parties for a collective buy-back scheme. For further details, see “Outstanding Litigations and Material Developments –Litigation involving our Directors –Litigation filed by our Directors – Material civil litigation” on page 365. Criminal proceedings 1. Vipul Nagpal, one of our Promoters and the Chairman and Managing Director of our Company, has filed two complaints under the Negotiable Instruments Act, 1881 for dishonour of cheques. For further details, see “Outstanding Litigations and Material Developments –Litigation involving our Directors –Litigation filed by our Directors – Criminal proceedings” on page 365. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material tax proceedings filed by our Promoters. B. Litigation filed against our Promoters Material civil litigation As on the date of this Draft Red Herring Prospectus, there are no outstanding material civil litigations filed against our Promoters. 366Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal litigations filed against our Promoters. Actions by regulatory and statutory authorities As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against our Promoters. Material tax litigation As on the date of this Draft Red Herring Prospectus, there are no material tax litigations against our Promoters. Disciplinary actions including penalty imposed by the SEBI or Stock Exchanges against our Promoters in the last five Fiscals As on the date of this Draft Red Herring Prospectus, there are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against our Promoters in the last five Fiscals against our Promoters. V. Litigation involving our Key Managerial Personnel and Senior Management Personnel A. Litigation filed against our Key Managerial Personnel and Senior Management Personnel Criminal proceedings As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed against the Key Managerial Personnel and Senior Management Personnel of our Company. Actions by regulatory and statutory authorities As on the date of this Draft Red Herring Prospectus, there are no actions by regulatory and statutory authorities against the Key Managerial Personnel and Senior Management Personnel of our Company. B. Litigation filed by our Key Managerial Personnel and Senior Management Personnel Criminal proceedings 1. Vipul Nagpal, one of our Promoter and the Chairman and Managing Director of our Company, has filed two complaints under the Negotiable Instruments Act, 1881 for dishonour of cheques. For further details, see “Outstanding Litigations and Material Developments –Litigation involving our Directors –Litigation filed by our Directors –Criminal proceedings” on page 365. I. Tax proceedings involving our Company, Subsidiary, Promoters and Directors Details of outstanding tax proceedings involving our Company, Subsidiary, Promoters and Directors as of the date of this Draft Red Herring Prospectus are disclosed below: Nature of proceedings Number of proceedings Amount involved* (in ₹ million) Direct Tax Company 5 0.37 Promoters 1 16.81^ Directors (excluding the Promoters) 3 0.09 Subsidiary Nil Nil Indirect Tax Company Nil Nil Promoters Nil Nil Directors (excluding the Promoters) Nil Nil Subsidiary Nil Nil * to the extent quantifiable ^ Amount involved is ₹ 25.24 million. Total disputed Tax with interest as per form 1 under Direct Tax Vivad se Vishwas Scheme, 2024 filed on January 15, 2025, is ₹ 16.81 million (Disputed Tax ₹ 8.99 million plus interest on disputed tax ₹ 7.82 million). II. Litigation involving our Group Companies 367As on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving our Group Companies which will have a material impact on our Company. III. Outstanding dues to creditors In terms of the Materiality Policy, the creditors to whom the amount due by our Company exceeds 5% of the total trade payables (i.e., 5% of ₹1,200.87 million which is ₹60.04 million) of our Company as per the Restated Financial Information have been considered as Material Creditors of our Company for the purposes of disclosure in this Draft Red Herring Prospectus. Details of outstanding dues owed to Material Creditors, MSME creditors and other creditors of our Company based on such determination, as of March 31, 2025, are disclosed below: Type of creditors* Number of creditors Amount outstanding (in ₹ million) Dues to MSME 113 189.88 Dues to Material Creditor(s) 3 646.86 Dues to other creditors 294 364.13 Total 410 1,200.87 * As certified by Khandelwal Jain & Co., Chartered Accountants, (FRN: 105049W) by way of their certificate dated July 10, 2025. The details pertaining to outstanding overdues to the Material Creditors, along with names and amounts involved for each such Material Creditor are available on the website of our Company at https://orientcables.in/outstanding- overdue-to-the-material-creditors/. It is clarified that such details available on our Company’s website do not form a part of this Draft Red Herring Prospectus and should not be deemed to be incorporated by reference. Anyone placing reliance on any source of information including our Company’s website, www.orientcables.in, would be doing so at their own risk. IV. 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 334, there have been no material developments, since the date of the last financial statements disclosed in this Draft Red Herring 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. 368GOVERNMENT 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. We have set out below an indicative list of material consents, licenses, permissions, registrations, and approvals from the Government of India, various governmental agencies and other statutory and/or regulatory authorities obtained by our Company which are considered necessary for the purpose of undertaking our business activities and other than as stated below, no further material approvals from any regulatory or statutory authority are required to undertake the Offer or continue such business and operations. Unless otherwise stated, these material approvals are valid as of the date of this Draft Red Herring Prospectus. In addition, certain of our material approvals may have expired or may expire in the ordinary course of business, from time to time and our Company has either already made an application to the appropriate authorities for renewal of such material approvals or is in the process of making such renewal applications. Pursuant to the conversion of our Company into a public limited company, we are also in the process of applying to various regulatory authorities for change in name of the approvals obtained by us, and have also made applications before various authorities for the change in the name of our Company, in the ordinary course of business. In relation to the business activities and operations of our Company, we have disclosed below the material approvals applied for but not received. We have also set forth below (i) material approvals that have expired and for which renewal applications have been made (ii) material approvals applied for by our Company but not received; and (iii) material approvals required but yet to be obtained or applied for by our Company. For further details in connection with the regulatory and legal framework within which we operate, see the section titled “Key Regulations and Policies” on page 222. Approvals in relation to the Offer For details regarding the approvals and authorisations obtained by our Company in relation to the Offer, see “Other Regulatory and Statutory Disclosures – Authority for the Offer” on page 373. I. Material approvals in relation to our Company A. Incorporation details of our Company (i) Certificate of incorporation dated September 15, 2005, issued by the RoC under the name of ‘Orinet Cables (India) Private Limited’. (ii) Fresh certificate of incorporation dated April 24, 2007, issued by the RoC, consequent upon change in name from ‘Orinet Cables (India) Private Limited’ to ‘Orient Cables (India) Private Limited’. (iii) Fresh certificate of incorporation dated December 13, 2024, issued by the RoC, consequent upon change in name from ‘Orient Cables (India) Private Limited’ to ‘Orient Cables (India) Limited’. (iv) The corporate identity number (“CIN”) of our Company is U31300DL2005PLC140809. (v) The legal entity identifier number (“LEI”) of our Company is 984500C74D38BF6A8979. B. Tax related approvals obtained by our Company (i) The permanent account number of our Company is AAACO7743D. (ii) The tax deduction account number of our Company is DELO02628D. (iii) The import export code for our Company is 0506027406. (iv) Authorized economic operator certificate issued on November 21, 2023 by the Directorate of International Customs, Ministry of Finance. (v) Goods and services tax registrations under the Central Goods and Service Tax Act, 2017 and the relevant state legislations, in relation to our business operations in the states of Haryana and Rajasthan. C. Labour related approvals obtained by our Company (i) Certificates of registration issued under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, as amended. (ii) Certificates of registration issued under the Employees’ State Insurance Act, 1948, as amended. 369(iii) Registrations under the Contract Labour (Regulation and Abolition) Act, 1970. (iv) Registration for the Corporate Office under the Punjab Shops and Commercial Establishments Act, 1958. (v) Registration for the Registered Office under the Punjab Shops and Commercial Establishments Act, 1958. D. Material approvals obtained in relation to the business and operations of our Company (i) Factory license issued to Unit I on March 21, 2025 and Unit II on March 24, 2025, by the Chief Inspector of Factories and Boilers Rajasthan, Jaipur. (ii) Consent to establish issued on August 27, 2024 to Unit I, November 12, 2024 to Unit II and June 14, 2025 to Unit III granted by the Rajasthan State Pollution Control Board. (iii) Consent to operate with effect from November 1, 2024 for Unit I and December 16, 2024 for Unit II, respectively, granted by the Regional Officer, Rajasthan State Pollution Control Board. (iv) Certificate for exemption from withdrawal of groundwater issued by the Department of Water Resources, Central Ground Water Authority on March 3, 2022 to Unit I and Unit II. (v) Certificate of structural stability issued on December 6, 2022 to Unit I and December 10, 2022 to Unit II, by J.N. Associates. (vi) Authorization for operating a facility for Disposal, Generation, Storage of Hazardous Wastes under the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 issued on June 25, 2024 to Unit II by the Regional Officer, Rajasthan State Pollution Control Board. (vii) NOC to install net metering and grid connective of grid connected rooftop and small solar photovoltaic system having capacity 410 KW issued by the Assistant Engineer (O&M) Bhiwadi dated February 17, 2020 to Unit I. (viii) Approval from the Head of the Radiological Applications Safety Division under the Atomic Energy Regulatory Board, in relation to the E-Beam cables dated July 10, 2024 for Unit II. (ix) Registration certificate for the possession and handling of radioactive sources in a sealed source facility issued by the Head of the Radiological Applications Safety Division under the Atomic Energy Regulatory Board, in relation to the E-Beam cables dated July 29, 2024 for Unit II. (x) Consent for Siting, Design and Construction of Industrial Accelerator for Radiation Processing Facility issued by the Head of the Radiological Applications Safety Division under the Atomic Energy Regulatory Board, in relation to the E-Beam cables dated July 25, 2024 for Unit II. (xi) NOC for Procurement of Radioactive Source(s) issued by the Head of the Radiation Applications Safety Division under the Atomic Energy Regulatory Board, in relation to the E-Beam cables dated August 19, 2024 for Unit II. (xii) NOC for Procurement of Radiation Generating Equipment issued by the Head of the Radiation Applications Safety Division, in relation to the E-Beam cables dated August 21, 2024 for Unit II. (xiii) Approval for the storage of Radioactive Isotopes issued by the Head of the Radiation Applications Safety Division, in relation to the E-Beam cables dated November 22, 2024 for Unit II. (xiv) Registration cum membership certificate issued on April 16, 2025 by the Federation of Indian Export Organisations. II. Material approvals that have expired and for which renewal applications have been made: Except as stated below, there are no material approvals that have expired and for which renewal applications have been made as on the date of this Draft Red Herring Prospectus, except as disclosed below: (i) Application for NOC under the applicable fire law for the Unit I and Unit II of the Company, dated May 12, 2025. 370III. Material approvals required and applied for but not received by our Company Except as stated below, there are no material approvals that have been applied for but not received by our Company as on the date of this Draft Red Herring Prospectus, except as disclosed below: (i) Application dated May 15, 2025 for the factory license for Unit III. (ii) Application dated May 28, 2025 for the consent to operate for Unit III. IV. Material approvals required but yet to be obtained or applied for by our Company There are no material approvals required but yet to be obtained or applied for by our Company as on the date of this Draft Red Herring Prospectus. For further details, please see “Risk Factors – We are required to comply with various government regulations, including obtaining licenses, permits, approvals and consents under certain environmental laws, which are critical for operating our Manufacturing Facilities. If we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, results of operations and cash flows may be adversely affected” on page 50. V. Intellectual Property As on the date of this Draft Red Herring Prospectus, the Company has the following intellectual property registered: A. Trademarks: Sr. No. Name of the Issuing Whether Trademark/ Date of Class Date of IPR Authority registered/ Application registration/ Expiry registration/ applied for/ Number application license unregistered 1. Registrar of Applied for 7091499 June 28, 2025 9 - Trade Marks, Delhi 2. Registrar of Applied for 7041680 June 3, 2025 9 - Trade Marks, Delhi 3. OCL Registrar of Applied for 7000632 May 10, 2025 6 - (wordmark) Trade Marks, Delhi 4. OCL Registrar of Applied for 7000633 May 10, 2025 9 - (wordmark) Trade Marks, Delhi 5. OCL Registrar of Applied for 7000634 May 10, 2025 11 - (wordmark) Trade Marks, Delhi 6. OCL Registrar of Applied for 7000635 May 10, 2025 12 - (wordmark) Trade Marks, Delhi 7. OCL Registrar of Applied for 7000636 May 10, 2025 37 - (trademark) Trade Marks, Delhi 8. Registrar of Accepted and 6778796 December 28, 9 - Trade Marks, advertised 2024 Delhi 9. VOLT Registrar of Registered 5988026 June 20, 2023 9 June 19, 2033 (wordmark) Trade Marks, Ahmedabad 10. Registrar of Registered 3160577 January 17, 9 January 17, Trade Marks, 2016 2026 Mumbai For risks associated with intellectual property, see, “If we are unable to maintain and enhance our brands through our trademark, including our ability to protect our brand and intellectual property for our logos, , and , the sales of our products will suffer, which would have a material adverse effect on our results of operations. 371We may also unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could harm our competitive position” on page 51. 372OTHER REGULATORY AND STATUTORY DISCLOSURES Authority for the Offer The Fresh Issue and Offer for Sale has been authorised by our Board pursuant to its resolution dated July 10, 2025 and by our Shareholders pursuant to their resolution dated July 10, 2025. Our Board has approved this Draft Red Herring Prospectus pursuant to its resolution dated July 10, 2025. For further details, see “The Offer” on page 77. Our Board has taken on record the participation of the Promoter Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 10, 2025. The Promoter Selling Shareholders have confirmed and approved their participation in the Offer for Sale in relation to the Offered Shares. For further details, see “The Offer” on page 77. Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. Prohibition by the SEBI or other governmental authorities Our Company, Promoters, members of the Promoter Group, Directors, the Promoter Selling Shareholders are not prohibited from accessing the capital markets 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. None of the companies with which our Promoters and Directors are associated with as promoters or directors have been debarred from accessing capital markets under any order or direction passed by the SEBI or any other authorities. Except for Radhika Julka, member of our Promoter Group, who has been declared as a Wilful Defaulter, neither our Company, nor any of our Promoters, members of the Promoter Group or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the SEBI ICDR Regulations & RBI Master Circular dated July 01, 2016. For further details, see “Risk Factors – One of the members of the Promoter Group, Radhika Julka, the sister of our Promoter Vipul Nagpal, has been disclosed in the list of Wilful Defaulters. While we have been informed that the bank statements indicate that the loan has been repaid, the no objection certificate from the bank is awaited” on page 37. Our Promoters or Directors have not been declared as Fugitive Economic Offenders. Directors associated with the securities market None of our Directors are associated with the securities market in any manner. There have been no actions initiated by SEBI against the Directors of our Company in the five years preceding the date of this Draft Red Herring Prospectus. Confirmation under Companies (Significant Beneficial Owners) Rules, 2018 Our Company, Promoters, each of the Promoter Selling Shareholders and members of the Promoter Group (to the extent applicable to them) are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as of the date of this Draft Red Herring Prospectus. Eligibility for the Offer Our Company is eligible for the Offer in accordance with the 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 million, calculated on a restated and consolidated basis, in each of the preceding three full financial years, i.e., as at and for Fiscal 2025, Fiscal 2024 and Fiscal 2023, of which not more than 50% are held in monetary assets; • Our Company has an average operating profit of at least ₹150 million, calculated on a restated and consolidated basis, during the preceding three full financial years, i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023, with operating profit in each of these preceding three financial years; • Our Company has a Net Worth of at least ₹10 million, calculated on a restated and consolidated basis in each of the preceding three full financial years, i.e., Fiscal 2025, Fiscal 2024 and Fiscal 2023; and 373• Our Company has not changed its name in the last one year. Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, restated pre-tax operating profit and Net Worth derived from the Restated Financial Information included in this Draft Red Herring Prospectus as at, and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 are set out below: (in ₹ million, except percentage values) S. No. Particulars As at March 31, 2025 March 31, 2024 March 31, 2023 A. Net tangible assets, as restated(1) 1,815.60 1,274.35 883.87 B. Monetary assets, as restated(2) 109.84 171.54 163.63 C. Monetary assets as a percentage of net tangible assets (%), as restated 6.05% 13.46% 18.51% D. Operating profit, as restated(3) 773.03 527.14 380.56 E. Average operating profit 560.24 F. Net Worth, as restated(4) 1,806.72 1,275.43 875.58 Notes: (1) ‘Net tangible assets’ means the sum of all net assets of the Company, excluding intangible assets as defined in Indian Accounting Standard (Ind AS) 38 and deferred tax assets as defined in Ind AS 12 and excluding the impact of deferred tax liabilities as defined in Ind AS 12 issued by Institute of Chartered Accountants of India. (2) ‘Monetary assets’ is the aggregate of cash on hand and balance with banks including fixed deposits with banks not considered as cash and cash equivalent. (3) ‘Operating Profit’ has been calculated as profit before tax add finance cost and less other income. (4) ‘Net worth’ means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the Restated Financial Information, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Our Company is in compliance with the conditions specified in Regulation 5 of the SEBI ICDR Regulations, to the extent applicable. 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, as of the date of this Draft Red Herring Prospectus. 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. The Promoter Selling Shareholders confirm that the Equity Shares offered as part of the Offer for Sale have been held in compliance with Regulation 8 of the SEBI ICDR Regulations. Disclaimer Clause of SEBI IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN 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 THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING IIFL CAPITAL SERVICES LIMITED (FORMERLY KNOWN AS IIFL SCEURITIES LIMITED) AND JM FINANCIAL LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THIS 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. 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 THIS DRAFT RED HERRING PROSPECTUS AND THE PROMOTER SELLING SHAREHOLDERS ARE RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BOOK RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING SHAREHOLDERS DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED JULY 10, 2025 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. 374THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED 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 THIS DRAFT RED HERRING PROSPECTUS. All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring Prospectus and the Prospectus, as applicable, with the RoC in terms of the Companies Act. Disclaimer from our Company, the Promoter Selling Shareholders, our Directors and the BRLMs Our Company, our Directors and the BRLMs accept no responsibility for statements made in relation to our Company or the Offer other than those confirmed by them in this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance. The Promoter Selling Shareholders accept no responsibility for any statements made other than those specifically made by the Promoter Selling Shareholders in relation to themselves and the Offered Shares. Except when specifically directed in this Draft Red Herring Prospectus, anyone placing reliance on any other source of information, including our Company’s website, www.orientcables.in, any website of any member of the Promoter Group or affiliates of our Company, would be doing so at their own risk. The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer Agreement and as will be provided in the Underwriting Agreement. All information, to the extent required in relation to the Offer, shall be made available by our Company, the Promoter Selling Shareholders (to the extent that the information required pertains to them and their respective Offered Shares) and the BRLMs to the public and investors at large and no selective or additional information would be made available by our Company, the Promoter Selling Shareholders and the BRLMs 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 will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders, the BRLMs, the Underwriters and their respective directors, 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 Promoter Selling Shareholders, the BRLMs, the Underwriters and their respective directors, 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, its Subsidiary, the Promoter Selling Shareholders, and their respective directors and officers, affiliates, 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, its Subsidiary, the Promoter Selling Shareholders, and their respective group companies, directors, officers, affiliates, associates or third parties, for which they have received, and may in the future receive, compensation. Disclaimer in respect of Jurisdiction The Offer is being 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 the applicable laws in India and authorised to invest in shares, domestic Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Systemically Important NBFCs registered with the RBI or trusts under applicable trust law and who are authorised under their constitution to hold and invest in equity shares, insurance companies registered with the IRDAI, permitted provident funds and pension funds, National Investment Fund, insurance funds set up and managed by the army, navy and air force of the Union of India, insurance funds set up and managed by the Department of Posts, Government of India and to NBFC-SI, Eligible FPIs, AIFs, FVCIs, Eligible NRIs and other eligible foreign investors, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, state industrial development corporations and registered multinational and bilateral development financial institutions. This Draft Red Herring Prospectus shall not constitute an offer to sell or an invitation to subscribe to or purchase Equity Shares offered hereby in any jurisdiction including India. Any person into whose possession this Draft Red Herring Prospectus comes is required to inform themselves about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to the Red Herring Prospectus. The Equity Shares have not been and will not be registered, listed, or otherwise qualified in any other jurisdiction outside India. 375Bidders are advised to ensure that any Bid from them should not exceed investment limits or the maximum number of Equity Shares that could be held by them under applicable law. Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai, India, only. No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose, except that this Draft Red Herring Prospectus has been filed with the SEBI for its observations. Accordingly, the Equity Shares represented hereby may not be offered, directly or indirectly, and this Draft 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 this Draft Red Herring Prospectus nor any offer hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of our Company, its Subsidiary, the Promoter Selling Shareholders, our Promoters, members of our Promoter Group since the date of this Draft Red Herring Prospectus or that the information contained herein is correct as at any time subsequent to this date. 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. 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. Accordingly, the Equity Shares are being offered and sold outside of the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where such 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. Until the expiry of 40 days after the commencement of this Offer, an offer or sale of Equity Shares within the United States by a dealer (whether or not it is participating in this Offer) may violate the registration requirements of the U.S. Securities Act. 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. Disclaimer Clause of the BSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to the BSE. The disclaimer clause as intimated by the BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to filing with the RoC. Disclaimer Clause of the NSE As required, a copy of this Draft Red Herring Prospectus shall be submitted to the NSE. The disclaimer clause as intimated by the NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and the Prospectus prior to filing with the RoC. Listing The Equity Shares issued through the Red Herring Prospectus and the Prospectus are proposed to be listed on the BSE and NSE. Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity Shares being issued and sold in the Offer. [●] will be 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 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 such time prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer 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 or such other rate prescribed by SEBI. 376The Promoter Selling Shareholders undertake to provide such reasonable assistance as may be requested by our Company, in relation to the Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by SEBI. Any expense incurred by our Company on behalf of the Promoter Selling Shareholders with regard to interest on such refunds will be reimbursed by the Promoter Selling Shareholders in proportion to their respective Offered Shares. Consents Consents in writing of the Promoter Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, the legal counsel to the Company as to Indian Law, legal counsel to the BRLMs as to Indian Law, 1Lattice, the Bankers to our Company, the BRLMs, the Registrar to the Offer, Statutory Auditor, practicing company secretary, Chartered Engineer, the Syndicate Members, the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s) and the Monitoring Agency to act in their respective capacities, have been obtained/will be obtained prior to filing of the Red Herring Prospectus with the RoC and filed (as applicable) along with a copy of the Red Herring Prospectus with the RoC as required under the Companies Act and such consents that have been obtained have not been withdrawn as of the date of this Draft Red Herring Prospectus. Experts Our Company has not obtained any expert opinions other than as disclosed below: Our Company has received written consent dated July 10, 2025 from Khandelwal Jain & Co., to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated July 10, 2025 on our Restated Financial Information; and (ii) their report dated July 10, 2025 on the statement of special tax benefits available to our Company and Shareholders, included in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring 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 July 10, 2025 from the independent practicing company secretary, M/s Nirbhay Kumar & Associates, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 in its capacity as practicing company secretary and in respect of their certificate dated July 10, 2025 issued in connection with inter alia the share capital buildup and such consent has not been withdrawn as of the date of this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act. Our Company has received written consent dated July 10, 2025 from Manoj Kumar Jain, Chartered Engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in his capacity as a chartered engineer and in respect of his certificate dated July 10 in relation to the Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities, proposed capital expenditure and the details derived from such certificate and included in this Draft Red Herring Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act. Particulars regarding capital issues by our Company and listed Group Companies, subsidiaries or associate entities during the last three years Other than as disclosed in the section ‘Capital Structure’ on page 88, our Company has not made any capital issues during the three years preceding the date of this Draft Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries or associates or listed Group Companies. Commission and brokerage paid on previous issues of the Equity Shares in the last five years Since this is the initial public offer 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 subscription for any of the Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus. Details of Public or Rights Issues by our Company during the last five years Our Company has not made public issues or undertaken any rights issue during the last five years. Performance vis-à-vis Objects Our Company has not undertaken any public issues or rights issue in the five years preceding the date of this Draft Red Herring Prospectus. 377Performance vis-à-vis Objects – Details of Public or Rights Issues by listed subsidiaries of our Company Our Company does not have any listed subsidiaries. 378Price Information of Past Issues Handled by the BRLMs (during the current Fiscal and two Fiscals preceding the current Fiscal) 1. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) (i) Price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year) handled by IIFL Capital Services Limited (formerly known as IIFL Securities Limited): Sr. Issuer Name Issue Size (in Issue Price Designated Stock Listing Date Opening +/- % change in closing +/- % change in closing +/- % change in closing No. ₹ Mn) (₹) Exchange as Price on price*, [+/- % change in price*, [+/- % change price*, [+/- % change in disclosed in the Listing closing benchmark]- in closing benchmark]- closing benchmark]- red herring Date 30th calendar days from 90th calendar days 180th calendar days prospectus filed listing from listing from listing 1. Sai Life Sciences Limited 30,426.20 549.00 NSE December 18, 2024 650.00 +30.57%, [-3.67%] +28.39%, [-6.98%] +40.26%, [+2.15%] 2. Ventive Hospitality 16,000.00 643.00(1) NSE December 30, 2024 716.00 +5.51%, [-2.91%] +10.80%, [-0.53%] +7.10%, [+8.43%] Limited 3. Standard Glass Lining 4,100.51 140.00 NSE January 13, 2025 172.00 +14.49%, [-0.06%] -2.76%, [-1.11%] N.A. Technology Limited 4. Hexaware Technologies 87,500 708.00(2) NSE February 19, 2025 745.50 +3.45%, [+1.12%] +5.16%, [+8.78%] N.A. Limited 5. Aegis Vopak Terminals 28,000.00 235.00 BSE June 2, 2025 220.00 +3.74%, [+2.86%] N.A. N.A. Limited 6. Schloss Bangalore 35,000.00 435.00 NSE June 2, 2025 406.00 -6.86%, [+3.34%] N.A. N.A. Limited 7. Oswal Pumps Limited 13,873.40 614.00 NSE June 20, 2025 634.00 N.A. N.A. N.A. 8. Arisinfra Solutions 4,995.96 222.00 NSE June 25, 2025 205.00 N.A. N.A. N.A. Limited 9. Ellenbarrie Industrial 8,525.25 400.00 NSE July 1, 2025 486.00 N.A. N.A. N.A. Gases Limited 10. HDB Financial Services 1,25,000.00 740.00 NSE July 2, 2025 835.00 N.A. N.A. N.A. Limited Source: www.nseindia.com; www.bseindia.com, as applicable (1) A discount of ₹ 30 per equity share was offered to eligible employees bidding in the employee reservation portion. (2) A discount of ₹ 67 per equity share was offered to eligible employees bidding in the employee reservation portion. * Benchmark Index taken as NIFTY 50 or S&P BSE SENSEX, as applicable. Price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered for all of the above calculations. The 30th, 90th and 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th /90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered. % change taken against the Issue Price in case of the Issuer. NA means Not Applicable. The above past price information is only restricted to past 10 initial public offers. 379(ii) Summary statement of price information of past public issues (during the current Fiscal and the two Fiscals immediately preceding the current Financial Year): Financial Total No. Total Funds Raised No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium – Year of IPO’s (in Rs. Mn) 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25% 2023-24 15 1,54,777.80 - - 4 3 4 4 - - 1 5 4 5 2024-25 16 4,81,737.17 - - 1 6 4 5 - 2 - 6 3 3 2025-26 6 2,15,394.61 - - 1 - - 1 - - - - - - Source: www.nseindia.com; www.bseindia.com, as applicable Note: Data for number of IPOs trading at premium/discount taken at closing price of the designated stock exchange as disclosed by the respective issuer at the time of the issue has been considered on the respective date. In case any of the days falls on a non-trading day, the closing price on the previous trading day has been considered. NA means Not Applicable. 2. JM Financial Limited 1. Price information of past issues handled by JM Financial Limited (during the current Fiscal and two Fiscals preceding the current financial year): Sr. Issue name Issue Size (₹ Issue price Listing Date Opening price on +/- % change in closing +/- % change in closing +/- % change in closing No. million) (₹) Listing Date (in ₹) price, [+/- % change in price, [+/- % change in price, [+/- % change in closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th calendar days from listing calendar days from listing calendar days from listing 1. HD B Financial 1,25,000.00 740.00 July 2, 2025 835.00 Not Applicable Not Applicable Not Applicable Services Limited* 2. Ka lpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 Not Applicable Not Applicable Not Applicable 3. El lenbarrie Industrial 8,525.25 400.00 July 1, 2025 486.00 Not Applicable Not Applicable Not Applicable Gases Limited* 4. Ar isinfra Solutions 4,995.96 222.00 June 25, 2025 205.00 Not Applicable Not Applicable Not Applicable Limited* 5. Os wal Pumps 13,873.40 614.00 June 20, 2025 634.00 Not Applicable Not Applicable Not Applicable Limited* 6. Sc hloss Bangalore 35,000.00 435.00 June 2, 2025 406.00 -6.86% [3.34%] Not Applicable Not Applicable Limited* 7. At her Energy 29,808.00 321.00 May 6, 2025 328.00 -4.30% [0.99%] Not Applicable Not Applicable Limited*7 8. Aj ax Engineering 12,688.84 629.00 February 17, 576.00 -2.86% [-0.55%] 6.78% [8.97%] Not Applicable Limited*10 2025 9. Ve ntive Hospitality 16,000.00 643.00 December 30, 716.00 5.51% [-2.91%] 10.80%[-0.53%] 7.10% [8.43%] Limited*9 2024 10. In venturus Knowledge 24,979.23 1,329.00 December 19, 1,900.00 40.85% [-3.13%] 13.77% [-4.67%] 30.17% [4.15%] Solutions Limited* 2024 Source: www.nseindia.com and www.bseindia.com # BSE as Designated Stock Exchange * NSE as Designated Stock Exchange Notes: 1. Opening price information as disclosed on the website of the Designated Stock Exchange. 3802. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange. 3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX 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. 4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered. 5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179 calendar days. 6. Restricted to last 10 issues. 7. A discount of ₹ 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 8. A discount of ₹ 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 9. A discount of ₹ 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 10. A discount of ₹ 59 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion. 2. Summary statement of price information of past public issues handled by JM Financial Limited: Financial Total no. of Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as Year IPOs raised (₹ as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing on 180th calendar days from listing Millions) date date date date Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25% 2025-2026 7 2,33,102.61 - - 2 - - - - - - - - - 2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2 2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7 * The information is as on the date of this Offer Document. The information for each of the financial years is based on issues listed during such financial year. 381Track record of past issues handled by the BRLMs For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference number CIR/MIRSD/1/2012, please see the websites of the BRLMs indicated in the table below: S. No. Name of the BRLM Website 1. IIFL Capital Services Limited (formerly known as IIFL Securities Limited) www.iiflcap.com 2. JM Financial Limited www.jmfl.com Stock Market Data of Equity Shares This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as of the date of this Draft Red Herring Prospectus, and accordingly, no stock market data is available for the Equity Shares. Mechanism for Redressal of Investor Grievances The Registrar Agreement provides for the 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 on the Stock Exchanges, to enable the investors to approach the Registrar to the Offer for redressal of their grievances. In terms of SEBI Master Circular SEBI/HO/CFD/PoD-1/P/CIR/2024/0154, dated November 11, 2024any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall be compensated by the SCSBs in accordance with EBI Master Circular SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154 dated November 11, 2024 in the events of delayed unblock for cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted applications, for the stipulated period and such compensation to investors shall be computed from T+3 day. In the event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the BRLMs shall compensate the investors at the rate higher of ₹100 per day or 15% per annum of the application amount for the period of such delay. Further, in terms of SEBI Master Circular SEBI/HO/CFD/PoD- 1/P/CIR/2024/0154 dated November 11, 2024, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. Separately, pursuant to the circular (No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021 issued by the SEBI (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), 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 ₹100 per day or 15% per annum of From the date on which the request for cancelled/withdrawn/deleted applications the Bid Amount, whichever is cancellation/withdrawal/deletion is placed on the bidding higher platform of the Stock Exchanges till the date of actual unblock Blocking of multiple amounts for the same 1. Instantly revoke the blocked From the date on which multiple amounts were blocked Bid made through the UPI Mechanism funds other than the original Bid till the date of actual unblock Amount; and 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 excess of the Bid Amount amount, i.e., the blocked amount Amount were blocked till the date of actual unblock less the Bid Amount; and 2. ₹100 per day or 15% per annum of the difference amount, whichever is higher Delayed unblock for non– ₹100 per day or 15% per annum of From the Working Day subsequent to the finalisation of Allotted/partially Allotted applications the Bid Amount, whichever is the Basis of Allotment till the date of actual unblock higher 382All grievances (other than from Anchor Investors) in relation to the Bidding process 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 DP ID, Client ID, PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for 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 Acknowledgement Slip duly received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. All Offer-related grievances of the Anchor Investors may be addressed to the Book Running Lead Managers, 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 Book Running Lead Managers where the Bid cum Application Form was submitted by the Anchor Investor. The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank(s) for addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds by electronic mode. Our Company, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR Regulations. Disposal of Investor Grievances by Our Company Our Company shall, post the filing of this Draft Red Herring Prospectus, apply for the authentication on the SCORES in terms of the SEBI circular bearing number CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and shall comply with SEBI circular bearing number CIR/OIAE/1/2014 dated December 18, 2014 and SEBI circular bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023 in relation to redressal of investor grievances through SCORES. Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress shareholder and investor grievances. See “Our Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 249. Our Company has appointed Mona Kaushik as the Company Secretary and Compliance Officer for the Offer, and she may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General Information” on page 79. Our Company has not received any investor grievances during the three years preceding the date of this Draft Red Herring Prospectus and there are no investor complaints pending as of the date of this Draft Red Herring Prospectus. The Promoter Selling Shareholders have authorised the Company Secretary and Compliance Officer of our Company, and the Registrar to the Offer to redress any complaints received from Bidders in respect of the Offer for Sale. Our Company estimates that the average time required by it or the Registrar to the Offer or the relevant Designated Intermediary for the redressal of routine investor grievances shall be three 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. Disposal of investor grievances by listed Group Companies and listed subsidiaries As of the date of this Draft Red Herring Prospectus, we do not have any listed subsidiaries or listed Group Companies. Exemption from complying with any provisions of securities laws granted by the SEBI Our Company has not applied for any exemption from complying with any provisions of securities laws from SEBI. 383SECTION VII – OFFER RELATED INFORMATION TERMS OF THE OFFER The Equity Shares being issued, transferred and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI, the Government of India, the Stock Exchanges, the RoC and/or any other authorities while granting its approval for the Offer. The Offer The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Promoter Selling Shareholders. The fees and expenses relating to the Offer shall be borne by each of our Company and the Promoter Selling Shareholders in the manner agreed to among our Company and the Promoter Selling Shareholders and in accordance with applicable law. For details in relation to Offer expenses, see “Objects of the Offer” on page 107. Ranking of the Equity Shares The Equity Shares being issued, transferred and Allotted pursuant to the Offer shall be subject to the provisions of the Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and our Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of the right to receive dividend and voting. The Allottees, upon Allotment of Equity Shares under the Offer, will be entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For further details, see “Description of Equity Shares and Terms of the Articles of Association Interpretation” on page 412. Mode of Payment of Dividend Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, our Memorandum of Association and our Articles of Association and provisions of the SEBI Listing Regulations and other applicable law. Dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares from the Offer for Sale), will be payable to the Allottees who have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable law. For further details, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of Association Interpretation” on pages 266 and 412, respectively. Face value, Offer Price, Floor Price and Price Band The face value of each Equity Share is ₹1 and the Offer Price at the lower end of the Price Band is ₹[●] per Equity Share (“Floor Price”) and at the higher end of the Price Band is ₹[●] per Equity Share (“Cap Price”). The Anchor Investor Offer Price is ₹[●] per Equity Share. The Offer Price, Price Band and the minimum Bid Lot, will be decided by our Company, in consultation with the BRLMs and shall be published in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation, and advertised at least two Working Days prior to the Bid/Offer Opening Date and shall be made available to the Stock Exchanges to upload on their respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price shall be pre-filled in the Bid cum Application Forms available at the websites of the Stock Exchanges. The Offer Price shall be determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date. At any given point of time, there shall be only one denomination of Equity Shares. Compliance with disclosure and accounting norms Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time. 384Rights of Equity Shareholders Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall have the following rights: • right to receive dividends, if declared; • right to attend general meetings and exercise voting rights, unless prohibited by law; • right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies Act; • right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced; • right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied; • right of free transferability of their Equity Shares, subject to applicable laws; and • such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI Listing Regulations and our 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 and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of the Articles of Association Interpretation” on page 412. Allotment of Equity Shares only in dematerialised form In terms of 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. In this context, the following agreements have been signed among our Company, the respective Depositories and the Registrar to the Offer: • Tripartite agreement dated February 3, 2025 among our Company, NSDL and the Registrar to the Offer; and • Tripartite agreement dated April 12, 2025 among our Company, CDSL and the 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 [●] Equity Shares. For details of basis of allotment, see “Offer Procedure” on page 393. Joint Holders Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of the Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of survivorship. Nomination facility to Bidders In accordance with Section 72 of the Companies Act, 2013, and the rules framed thereunder, 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 varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall 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/alienation of Equity Share(s) by the person nominating. 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. A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on request at our Registered Office or to the registrar and transfer agents of our Company. 385Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the production of such evidence as may be required by our Board, elect either: (a) to register himself or herself as the holder of the Equity Shares; or (b) 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, our Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have been complied with. Since the Allotment in the Offer will be made only in dematerialised mode there is no need to make a separate nomination with our Company. Nominations registered with the respective Collecting Depository Participant of the Bidder would prevail. If the Bidders wish to change the nomination, they are requested to inform their respective Collecting Depository Participant. Period of operation of subscription list – Bid/Offer Programme BID/OFFER OPENS ON [●](1) BID/OFFER CLOSES ON [●](2)(3) (1) Our Company, in consultation with the BRLMs, may consider participation by Anchor Investors. The Anchor Investor Bid/ Offer Period shall be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations. (2) Our Company, in consultation with the BRLMs, may consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations. (3) UPI mandate end time and date shall be 5:00 p.m. on the Bid/Offer Closing Date, i.e., on [●]. An indicative timetable in respect of the Offer is disclosed below: Event Indicative Date Bid/Offer Closing Date [●] Finalization of Basis of Allotment with the Designated Stock On or about [●] Exchange Initiation of refunds (if any, for Anchor Investors)/unblocking of On or about [●] funds from ASBA* Credit of Equity Shares to dematerialised accounts of Allottees On or about [●] Commencement of trading of the Equity Shares on the Stock On or about [●] Exchanges * In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding two 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 two 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 two 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 BRLMs shall be liable for compensating the Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date on which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular dated March 16, 2021, as amended pursuant to SEBI ICDR Master Circular, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable. The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or liability on our Company, the Promoter Selling Shareholders or the BRLMs. While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the Bid/Offer Closing Date, as may be prescribed by the SEBI, the timetable may be extended due to various factors, such as extension of the Bid/Offer Period by our Company, in consultation with the BRLMs, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. 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. The Promoter Selling Shareholders confirm that they shall extend reasonable support and co-operation in relation to the Offered Shares, as may be requested by our Company and the BRLMs for the completion of the necessary formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the Bid/Offer Closing Date, as may be prescribed by the SEBI. 386In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with listing timelines and activities prescribed by the SEBI, in connection with the allotment and listing procedure within three Working Days from the Bid / Offer Closing Date or such other time as 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. 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. IST Bid/Offer Closing Date* Submission of Electronic Applications (Online ASBA through 3-in- Only between 10.00 a.m. and up to 5.00 p.m. IST 1 accounts) – For Retail Individual Bidders Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST channels like Internet Banking, Mobile Banking and Syndicate UPI ASBA applications where Bid Amount is up to ₹0.50 million) Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST Individual Applications) Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST Individual Applications of QIBs and NIIs where Bid Amount is more than ₹0.50 million Modification / Revision / cancellation of Bids Upward revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/ Offer Closing Date Upward or downward revision of Bids by Retail Individual Bidders Only between 10.00 a.m. and up to 5.00 p.m. IST * UPI mandate end time shall be 5:00 p.m. on the Bid/ Offer Closing Date. # QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids. On the Bid/Offer Closing Date, the Bids shall be uploaded until: i. 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and ii. until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by UPI Bidders. On Bid/Offer Closing Date, extension of time will be granted by Stock Exchanges only for uploading Bids received by RIBs after taking into account the total number of Bids received and as reported by the Book Running Lead Managers to the Stock Exchanges. The Registrar to the Offer shall 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 until the Bid/ Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLMs and the RTA on a daily basis. 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 and in any case no later than the prescribed time on the Bid/ Offer Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, as is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Bids and any revision in Bids will be accepted only during Working Days. Investors may please note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by BSE and NSE respectively, Bids and any revision in Bids shall not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges. Neither our Company, nor the Promoter Selling Shareholders, nor any member of the Syndicate is liable for any failure in uploading or downloading the Bids due to faults in any software / hardware system or otherwise; or blocking of application amount by SCSBs on receipt of instructions from the Sponsor Banks due to any errors, omissions, or otherwise non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in the UPI Mechanism. 387In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as the final data for the purpose of Allotment. Our Company, in consultation with the BRLMs, reserve the right to revise the Price Band during the Bid/Offer Period in accordance with the SEBI ICDR Regulations, provided that the revised Cap Price shall be less than or equal to 120% of the revised Floor Price, the Floor Price shall not be less than the face value of the Equity Shares, and that the revision in the Price Band shall not exceed 20% on either side, i.e., the Floor Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly. Provided that, the Cap Price of the Price Band shall be at least 105% of the Floor Price. In case of any revision to the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days following such revision of the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company may, in consultation with the BRLMs, for reasons to be recorded in writing, extend the Bid/Offer Period for a minimum of one Working Day, subject to the Bid/ Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and the terminals of the Syndicate Members and by intimation to SCSBs, other Designated Intermediaries and the Sponsor Bank(s), as applicable. The Designated Intermediaries shall 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. Minimum subscription If, as prescribed, our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue; and (ii) minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, if any, within 60 days from the Bid/Offer Closing Date, or if the subscription level falls below the thresholds mentioned above after the Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections, or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares being issued or offered under the Red Herring Prospectus, the Promoter Selling Shareholders, to the extent applicable, and our Company shall forthwith refund the entire subscription amount received in accordance with applicable law. If there is a delay beyond the prescribed time, our Company, to the extent applicable, shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and other applicable law, including the SEBI ICDR Master Circular. Subject to applicable law, the Promoter Selling Shareholders shall not be responsible to pay interest for any delay, unless such delay is solely and directly attributable to an act or omission of the Promoter Selling Shareholders, in which case such liability shall be on a several and not joint basis and shall be to the extent of the Offered Shares. The requirement for minimum subscription is not applicable to the Offer for Sale. In case of under-subscription in the Offer, the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale. If there is a delay beyond the prescribed period, our Company becomes liable to pay the amount, our Company and our Directors, who are officers in default, shall pay interest at the rate of 15% per annum. In the event of an undersubscription in the Offer, the Equity Shares will be Allotted in the following order: i. such number of Equity Shares will first be Allotted by our Company such that 90% of the Fresh Issue portion is subscribed; ii. upon (i), all the Equity Shares held by the Promoter Selling Shareholders and offered for sale in the Offer for Sale will be Allotted (in proportion to the Offered Shares being offered by the Promoter Selling Shareholders to the aggregate Offered Shares in the Offer for Sale); and iii. once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be Allotted by our Company towards the balance 10% of the Fresh Issue portion. In accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be Allotted shall not be less than 1,000, failing which the entire application monies shall be refunded forthwith in accordance with SEBI ICDR Regulations and other applicable laws. In case of delay, if any, in refund within such timelines as prescribed under applicable laws, our Company shall be liable to pay interest on the application money in accordance with applicable laws. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, our Company and the Promoter Selling Shareholders shall be liable to pay interest on the application money in accordance with applicable laws. 388Arrangement 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, no arrangements for disposal of odd lots are required. New Financial Instruments Our Company is not issuing any new financial instruments through this Offer. Option to receive Equity Shares in dematerialized form Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. 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 in the Offer, subject to applicable laws. Restrictions, if any, on transfer and transmission of Equity Shares Except for lock-in of the pre-Offer capital of our Company, the minimum Promoters’ Contribution and the Anchor Investor lock-in in the Offer as detailed in “Capital Structure” on page 88, and except as provided in the Articles of Association as detailed in “Description of Equity Shares and Terms of the Articles of Association” on page 412, there are no restrictions on transfers and transmission of Equity Shares and on their consolidation/splitting. Withdrawal of the Offer The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of the SEBI ICDR Regulations is not fulfilled. Our Company in consultation with the BRLMs, reserve the right not to proceed with the Offer, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company in consultation with the BRLMs, decides not to proceed with the Offer, 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. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification and also inform the Bankers to the Offer to process refunds to the Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock Exchanges on which the Equity Shares are proposed to be listed. Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our Company, in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determines that it will proceed with a public offering of Equity Shares, our Company shall file a fresh draft red herring prospectus with the SEBI and the Stock Exchanges. 389OFFER STRUCTURE The Offer of up to [●] Equity Shares bearing face value of ₹1 each for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share) aggregating up to ₹7,000.00 million comprising a Fresh Issue of up to [●] Equity Shares by our Company aggregating up to ₹3,200.00 million and an Offer for Sale of up to [●] Equity Shares aggregating up to ₹3,800.00 million by the Promoter Selling Shareholders. Our Company, in consultation with the BRLMs, may consider issue of Specified Securities as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. The Offer shall constitute [●]% of the post-Offer paid-up Equity Share capital of our Company. The Offer is being made through the Book Building Process. Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Shares of Not less than [●] Equity Shares of available for Allotment/ Shares of face value ₹ 1 each face value ₹ 1 each available for face value ₹ 1 each available for allocation (2) allocation or Offer less allocation to allocation or Offer less allocation to QIB Bidders and Retail Individual QIB Bidders and Non-Institutional Bidders Bidders Percentage of Offer size Not more than 50% of the Offer Not less than 15% of the Offer or Not less than 35% of the Offer or available for Allotment/ shall be available for allocation the Offer less allocation to QIBs and Offer less allocation to QIBs and allocation to QIBs. However, up to 5% of Retail Individual Bidders will be Non-Institutional Bidders will be the QIB Portion (excluding the available for allocation, out of available for allocation Anchor Investor Portion) shall which: be available for allocation (i) one-third of the portion proportionately to Mutual available to Non-Institutional Funds only. Mutual Funds Bidders shall be reserved for participating in the Mutual applicants with an application Fund Portion will also be size of more than ₹0.20 million eligible for allocation in the and up to ₹1.00 million; and remaining balance QIB Portion (excluding the Anchor Investor (ii) two-third of the portion Portion). The unsubscribed available to Non-Institutional portion in the Mutual Fund Bidders shall be reserved for Portion will be available for applicants with application allocation to other QIBs size of more than ₹1.00 million provided that the unsubscribed portion in either of the sub- categories specified above may be allocated to applicants in the other sub-category of Non-Institutional Bidders Basis of Allotment/ Proportionate as follows The allotment of Specified The allotment to each Retail allocation if respective (excluding the Anchor Investor Securities to each Non-Institutional Individual Bidder shall not be less category is oversubscribed* Portion): Bidder shall not be less than the than the minimum Bid lot, subject to minimum application size, subject availability of Equity Shares in the (a) [●] Equity Shares of face to availability in the Non- Retail Portion and the remaining value ₹ 1 each shall be Institutional Portion, and the available Equity Shares if any, shall available for allocation on remainder, if any, shall be allotted be allotted on a proportionate basis. a proportionate basis to on a proportionate basis in For details, see “Offer Procedure” on Mutual Funds only; and accordance with the conditions page 393. (b) up to [●] Equity Shares of specified in the SEBI ICDR Regulations. For details see, “Offer face value ₹ 1 each shall be Procedure” on page 393. available for allocation on a proportionate basis to all QIBs, including Mutual 390Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Funds receiving allocation as per (a) above. Our Company, in consultation with the BRLMs, may allocate up to 60% of the QIB Portion (of up to [●] Equity Shares of face value ₹ 1 each) may be allocated on a discretionary basis to Anchor Investors of which one-third shall be available for allocation to Mutual Funds only, subject to valid Bid received from Mutual Funds at or above the Anchor Investor Allocation Price Minimum Bid Such number of Equity Shares For Non-Institutional Bidders [●] Equity Shares of face value ₹ 1 so that the Bid Amount exceeds applying under (i) one-third of the each ₹0.20 million and in multiples Non-Institutional Portion such of [●] Equity Shares of face number of Equity Shares of face value ₹ 1 each value of ₹ 1 each in multiples of [●] Equity Shares of face value of ₹ 1 each such that the Bid Amount exceeds ₹0.20 million For Non-Institutional Bidders applying under (ii) two-thirds of the Non-Institutional Bidders such number of Equity Shares in multiples of [●] Equity Shares of face value of ₹ 1 each such that Maximum Bid Such number of Equity Shares For Non-Institutional Bidders Such number of Equity Shares of face of face value ₹ 1 each in applying under (i) one-third of the value ₹ 1 each in multiples of [●] multiples of [●] Equity Shares Non-Institutional Portion (with Equity Shares so that the Bid Amount so that the Bid does not exceed application size of more than ₹0.20 does not exceed ₹0.20 million the size of the Offer (excluding million and up to ₹1.00 million) the Anchor Portion), subject to such number of Equity Shares in applicable limits multiples of [●] Equity Shares of face value of ₹ 1 each such that the Bid Amount does not exceeds ₹1.00 million For Non-Institutional Bidders applying under (ii) two-third of the Non-Institutional Portion (with application size of more than ₹1.00 million) such number of Equity Shares in multiples of [●] Equity Shares of face value of ₹1 each not exceeding the size of the Offer, (excluding the QIB Portion) subject to limits applicable to the Bidder Mode of Allotment Compulsorily in dematerialised form Bid Lot [●] Equity Shares of face value ₹ 1 each and in multiples of [●] Equity Shares of face value ₹ 1 each thereafter Allotment Lot A minimum of [●] Equity Shares of face value ₹ 1 each and thereafter in multiples of one Equity Share of face value ₹ 1 each for QIBs and RIBs. The Allotment to NIBs shall not be less than the Minimum Non- Institutional Bidder Application Size (i.e., ₹0.20 million) Trading Lot One Equity Share of face value ₹ 1 each Mode of Bidding Only through the ASBA Only through the ASBA process Only through the ASBA process process (except for Anchor (including UPI Mechanism for Bids (including the UPI Mechanism). Investors). up to ₹0.50 million). Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids(4) 391Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders In case of all other Bidders: Full Bid Amount shall be blocked in the bank account of the ASBA Bidder (other than Anchor Investors) that is specified in the ASBA Form at the time of submission of the ASBA Form * Assuming full subscription in the Offer. (1) Our Company, in consultation with the BRLMs, may allocate 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 shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price Anchor Investor Allocation Price. In the event of under -subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to the Net QIB Portion. For details, see “Offer Structure” on page 390. (2) Subject to valid Bids being received at or above the Offer Price. This is an Offer in terms of Rule 19(2)(b) of the SCRR read with Regulation 45 and in compliance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders and not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price. The Equity Shares available for allocation to Non-Institutional Bidders under the Non- Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two third of the portion available to Non-Institutional Bidders shall be reserved for applicants with an application size of more than ₹1.00 million, 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 Bidders. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will 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 384. (3) In case of joint Bids, the Bid cum Application Form should contain 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. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except as otherwise permitted, in any or all categories. (4) Full Bid Amount shall be 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. Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders, 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. The Bids by FPIs with certain structures as described under the section entitled “Offer Procedure - Bids by FPIs” on page 399 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. Bidders will be required to confirm and will be deemed to have represented to our Company, 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. The Bids by FPIs with certain structures as described under “Offer Procedure — Bids by FPIs” on page 399 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares of ₹1 each Allocated and Allotted to such successful Bidders (with same PAN) may be proportionately distributed. Bidders will be required to confirm and will be deemed to have represented to our Company, the Promoter Selling Shareholders, the members of the Syndicate, 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 being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will 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 384. 392OFFER PROCEDURE All Bidders should read the General Information Document for Investing in Public Offers prepared and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations)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, the SCRA, the SCRR and the SEBI ICDR Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information Document is also 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, including 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 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, and (xiii) interest in case of delay in Allotment or refund. The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019. With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the extent this circular is not rescinded by the SEBI RTA Master Circular) with respect to Bids by RIBs through Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently, however, 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 until further notice. The final reduced timeline will be made effective using the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”), as may be prescribed by the SEBI. Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days using the UPI Mechanism for applications by UPI Bidders has been made voluntary for public issues opening on or after September 1, 2023, and mandatory for public issues opening on or after December 1, 2023 (“T+3 Circular”). Accordingly, the Offer will be undertaken as per the processes and procedures under UPI Phase III, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) and SEBI ICDR Master Circular, has introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The provisions of these circulars are deemed to form part of this Draft Red Herring Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹0.50 million shall use the UPI Mechanism. This circular has come into force for initial public offers opening on or after May 1, 2022 and the provisions of these circular are deemed to form part of this Draft Red Herring Prospectus. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), 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). Accordingly, Stock Exchanges shall, for all categories of investors and other reserved categories and also for all modes through which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on the application monies blocked. In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in the SEBI RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries involved in the 393public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process. In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two 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 two Working Days from the Bid/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. Additionally, SEBI has reduced the time period for refund of application monies from 15 days to two days. Our Company, the Promoter Selling Shareholders and the Syndicate and are not liable for any amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. 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 this Draft Red Herring Prospectus and the Prospectus. Further our Company, the Promoter Selling Shareholders and the Syndicate Members are not liable for any adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer. Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no. CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL, our Company may request the Depositories to suspend/ freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars, our Company may request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of the Red Herring Prospectus till the listing and commencement of trading of our Equity Shares. The shareholders who intend to transfer the pre-Offer shares may request our Company and/ or the Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents to our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares under suspended ISIN through corporate action. The transfer request shall be accepted by the Depositories from our Company till one day prior to Bid/ Offer Opening Date. Book Building Procedure The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations, through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs, may allocate 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 shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non- allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer shall be available for allocation to Non-Institutional Bidders in accordance with the SEBI ICDR Regulations, out of which (a) one third of such portion shall be reserved for applicants with application size of more than ₹0.20 million and up to ₹1.00 million; and (b) two-third of such portion shall be reserved for applicants with application size of more than ₹1.00 million, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non- Institutional Bidders; and not less than 35% of the Offer shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. Our Company, in consultation with the BRLMs, may consider an issue of Specified Securities, as may be permitted under applicable law, to any person(s), aggregating up to ₹ 640.00 million at its discretion, prior to filing of the Red Herring Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Offer, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Offer or the Offer may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and the Prospectus. Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLMs and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories. 394The 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, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of Direct Taxes notification dated February 13, 2020 and press release dated June 25, 2021 and September 17, 2021. Phased implementation of UPI SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, among others, 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 RIBs through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working Days to 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 until June 30, 2019. Under this phase, a Retail Individual Investor 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 was applicable from July 1, 2019 until November 30, 2023, 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 until further notice. Under this phase, submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days during this phase. Phase III: Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), Phase III has been notified, and accordingly the revised timeline of T+3 days has been 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 shall be undertaken as per the processes and procedures under UPI Phase III, as notified in the T+3 Circular, subject to any circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI. Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 issued by SEBI, as amended by the SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), (the “UPI Streamlining Circulars”), SEBI has set out specific requirements for redressal of investor grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streamlining Circulars 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 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. All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI. Our Company will be required to appoint Sponsor Bank(s) to act as a conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment instructions of the UPI Bidders using the UPI. For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the BRLMs. 395Bid cum Application Form Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. The electronic copy of the Bid cum Application Forms will also be available for download on the websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date. Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs. All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. The UPI Bidders can additionally Bid through the UPI Mechanism. ASBA Bidders (other than UPI Bidders using UPI Mechanism) must provide bank account details and authorisation to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain such details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected. UPI Bidders using UPI Mechanism may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. Retail Individual Bidders authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid Amounts blocked/ unblocked. The prescribed color of the Bid cum Application Forms for various categories is as follows: Category Color of Bid cum Application Form* Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders [●] and Eligible NRIs applying on a non-repatriation basis Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and bilateral [●] development financial institutions applying on a repatriation basis Anchor Investors [●] * Excluding electronic Bid cum Application Form Notes: (1) Electronic Bid cum Application Forms and the Abridged Prospectus will also be available for download on the website of the NSE (www.nseindia.com) and the BSE (www.bseindia.com). (2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs. In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic bidding system of the Stock Exchanges. For ASBA Forms (other than through the UPI Mechanism) Designated Intermediaries (other than SCSBs) shall submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate the UPI Mandate Request to UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the bankers to an issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the Bankers to the Offer. The BRLMs shall also be required to obtain the audit trail from the Sponsor Bank(s) and the Bankers to the Offer for analyzing the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI circulars dated June 2, 2021 and April 20, 2022 (each to the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). 396Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference no. 20220722-30, has mandated that Trading Members, Syndicate Members, RTA and Depository Participants shall submit Syndicate ASBA bids above ₹0.50 million and NII & QIB bids above ₹0.20 million, through SCSBs only. For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders Bidding through the UPI Mechanism should 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 processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after such banks provide a written confirmation on compliance with the UPI Circulars. The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and description, if any. Further, the Sponsor Bank(s) will 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. Sponsor Bank(s) and issuer banks shall 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 is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis. The Sponsor Bank(s) shall host a web portals for intermediaries (closed user group) from the date of Bid/Offer Opening Date until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the Offer Bidding process. Electronic registration of Bids a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before the closure of the Offer. b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus. c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The Designated Intermediaries are given until 5:00 pm on the Bid/Offer Closing Date to modify select fields uploaded in the stock exchange platform during the Bid/Offer Period after which the Stock Exchange(s) send the Bid information to the Registrar to the Offer for further processing. d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their Bids. Participation by the Promoters, the members of the Promoter Group, the BRLMs, the Syndicate Members and persons related to Promoters/the members of the Promoter Group/the BRLMs The BRLMs and the Syndicate Members shall not be allowed to purchase the Equity Shares in any manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion, as may be applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients. All categories of investors, including respective associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis. Except as stated below, neither the BRLMs nor any associate of the BRLMs can apply in the Offer under the Anchor Investor Portion: (i) mutual funds sponsored by entities which are associate of the BRLMs; (ii) insurance companies promoted by entities which are associate of the BRLMs; (iii) AIFs sponsored by the entities which are associate of the BRLMs; or (iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are associate of the BRLMs. 397Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) 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 (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common director, excluding a nominee director, among the Anchor Investor and the BRLMs. Further, except for the sale of Equity Shares by the Promoter Selling Shareholders, our Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Offer. However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to our Promoters or the members of the Promoter Group of our Company: (i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the members of the Promoter Group of our Company; (ii) veto rights; or (iii) right to appoint any nominee director on the Board. Bids by Mutual Funds With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must 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, subject to applicable law. Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made. In case of a Mutual Fund, a separate Bid can 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 will not be treated as multiple Bids provided that the Bids clearly indicate the scheme concerned for which such Bid has been made. No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity-related instruments of any single company, provided that the limit of 10% shall not be 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 HUFs Bids by HUFs, should be made in the individual name of the Karta. The Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or First Bidder/Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at par with Bids/Applications from individuals. Bids by Eligible NRIs Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms should authorise their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorise their respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding through the UPI Mechanism) 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. Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour). Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents ([●] in colour). In accordance with the FEMA Non-debt Instruments 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 39810% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company. Our Company has raised the aggregate ceiling to 24% by a special resolution dated July 10, 2025. NRIs applying in the Offer using UPI Mechanism are advised to enquire with the relevant bank whether their bank account is UPI linked prior to making such application. Also see “Restrictions on Foreign Ownership of Indian Securities” on page 411. Bids by FPIs 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 Non-debt Instruments Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA Non- debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap is 100% and accordingly, the applicable limit with respect to our Company is 100%. FPIs are permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum Application Form for Non-Residents ([●] in colour). In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 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 asset) 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 is subject to, inter alia, the following conditions: (i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and (ii) 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. Bids by FPIs which utilise the multi-investment manager structure in accordance with the Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI Regulations (the “Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple Bids (“MIM Bids”). FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that utilise the multi-investment manager structure in accordance with the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are 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. Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration; (iv) 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; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related investors registered as Category I FPIs; and (vii) Entities registered as Collective Investment Scheme having multiple share classes. Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the 399MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in this Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum Application Form “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 applicable laws or regulations, or under the terms of the Red Herring Prospectus.” For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total paid-up post Offer Equity Share capital shall be liable to be rejected. Bids by SEBI registered AIFs, VCFs and FVCIs The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations have since been repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by such regulations until the existing fund or scheme managed by the fund is wound up. FVCIs can invest only up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of the investible funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed by the SEBI. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed by the SEBI. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Additionally, a VCF that has not re- registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to participate in the Offer) 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. There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis with other categories for the purpose of allocation. All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission. Our Company, the Promoter Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign currency. 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, must 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. Bids by banking companies In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application Form, failing which our Company, in consultation with the BRLMs, reserves the right to reject any Bid without assigning any reason. The investment limit for banking companies in non-financial services as per the Banking Regulation Act, 1949, as amended, (“Banking Regulation Act”), and the Master Directions – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended, and Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended is 10% of the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the banking company’s paid-up share capital and reserves, whichever is lower. However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid- up share capital of such investee company, subject to prior approval of the RBI, if (i) the investee company is engaged in non-financial activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the additional acquisition is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The aggregate investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or 400indirectly controlled by the bank, and mutual funds managed by asset management companies controlled by the bank, shall not exceed more than 20% of the investee company’s paid up share capital engaged in non-financial services. However, this cap does not apply to the cases mentioned in (i) and (ii) above. Further, the aggregate equity investment made by a banking company in all its subsidiaries and other entities engaged in financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking company paid up share capital and reserves. Bids by SCSBs SCSBs participating in the Offer are required to comply with the terms of the SEBI circulars (Nos. CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013 issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using ASBA, they should 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 should be available in such account for such Bids. Bids by Systemically Important NBFCs In case of Bids made by Systemically Important NBFCs registered with RBI, a certified copies of the (i) certificate of registration issued by RBI, (ii) last audited financial statements on a standalone basis (iii) a net worth certificate from its statutory auditor(s), and (iv) such other approval as may be required by the Systemically Important NBFCs are 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. Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, directions, guidelines and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time. 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 must 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. The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity shares of the investee company, the entire group of the investee company and the industry sector in which the investee company operates. Insurance companies participating in the Offer are advised to refer to the IRDAI Investment Regulations for specific investment limits applicable to them and comply with all applicable regulations, guidelines and circulars issued by the IRDAI from time to time. Bids by provident funds/pension funds In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹250 million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must 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. 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, Systemically Important NBFCs, insurance funds set up by the army, navy or air force of the Union of 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 must be lodged along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserves 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 its absolute discretion, reserves 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. In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer. 401Bids by Anchor Investors In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided below: (i) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the BRLMs. (ii) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100 million. (iii) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds. (iv) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date, and will be completed on the same day. (v) Our Company, in consultation with the BRLMs may finalise allocation to the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million; (b) 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 (c) in case of allocation above ₹2,500.00 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. (vi) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Offer Period. The number of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges. (vii) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid. (viii) 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 will 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. (ix) 50% of the Equity Shares allotted to Anchor Investors under 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 shall be locked-in for a period of 30 days from the date of Allotment. (x) Neither (a) 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 associate of BRLMs or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs) nor (b) the Promoters, Promoter Group or any person related to the Promoters or members of the Promoter Group shall apply in the Offer under the Anchor Investor Portion. (xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids. The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus, when filed. 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 laws or regulation and as specified in this Draft Red Herring Prospectus, or as will be specified in the Red Herring Prospectus and the Prospectus. For further details, please read the General Information Document. Certain Information for Bidders The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the Acknowledgement Slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier 402Acknowledgement Slip and may request for a revised Acknowledgement 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 should not in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company, the Promoter Selling Shareholders and/or the BRLMs 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 does it take any responsibility for the financial or other soundness of our Company, the management or any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Red Herring 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 Bidders are 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. UPI Bidders can 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 are not allowed to withdraw their Bids after the Anchor Investor Bid/Offer Period. Do’s: A. 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; B. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only; C. Ensure that you have Bid within the Price Band; D. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form; E. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e., bank account number) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism in the Bid cum Application Form and if you are a UPI Bidder using the UPI Mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form; F. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the General Information Document; G. UPI Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account or bank account linked UPI ID of any third party; H. Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to any of the Designated Intermediaries; I. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary; J. The ASBA bidders shall ensure that bids above ₹0.50 million, are uploaded only by the SCSBs; K. 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 signed by the ASBA Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form; L. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) 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; M. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or acknowledgement specifying the application number as a proof of having accepted the of the Bid cum Application Form for all your Bid options from the concerned Designated Intermediary; 403N. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed, and obtain a revised Acknowledgement Slip; O. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable; P. 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 the SEBI, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of the SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the Income Tax 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 beneficiary 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 is not mentioned will be rejected; Q. 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; R. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload of your Bid in the electronic Bidding system of the Stock Exchanges; S. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the relevant documents, including a copy of the power of attorney, if applicable, are submitted; T. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws; U. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID, Client ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and PAN are mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI Mechanism) 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 bidding through UPI Mechanism) and PAN available in the Depository database; V. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is 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); W. The ASBA Bidders shall use 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; X. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release the funds blocked in the ASBA account under the ASBA process; Y. 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; Z. UPI Bidders Bidding using the UPI Mechanism should 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; AA. Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in the list of SCSBs displayed on the SEBI website which are live on UPI; BB. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated Intermediaries, pursuant to which UPI Bidders should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account; 404CC. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs; DD. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are 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; EE. Bids received from FPIs bearing the same PAN shall not be 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; FF. UPI Bidders Bidding through UPI Mechanism shall 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 his/her/its UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder may be 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 authorises the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid cum Application Form; GG. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the Bid/ Offer Closing Date; HH. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and registered with SEBI for a Bid Amount of less than ₹0.20 million would be considered under the Retail Portion for the purposes of allocation and Bids for a Bid Amount exceeding ₹0.20 million would be considered under the Non-Institutional Portion for allocation in the Offer; II. 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, as the case may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment; JJ. Ensure that the Demographic Details are updated, true and correct in all respects; and KK. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated Feb 13, 2020 and press release dated June 25, 2021 and September 17, 2021, each issued by the Central Board of Direct Taxes. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are 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 list available on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such other websites as may be prescribed by SEBI from time to time. Don’ts: A. Do not Bid for lower than the minimum Bid size; B. Do not submit a Bid using UPI ID, if you are not a UPI Bidder; C. Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the Cap Price; D. Do not Bid for a Bid Amount exceeding ₹0.20 million (for Bids by Retail Individual Bidders); E. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders); F. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest; G. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only; H. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company; I. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process; J. Do not submit the Bid for an amount more than funds available in your ASBA account; 405K. 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 Intermediary; L. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date for QIBs (for online applications) and after 12:00 p.m. on the Bid/ Offer Closing Date (for physical applications); M. Do not Bid for Equity Shares in excess of what is specified for each category; N. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application Form per ASBA Account or UPI ID, respectively; O. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account UPI ID; P. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a color prescribed for another category of Bidder; Q. 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; R. 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); S. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations, or under the terms of the Red Herring Prospectus; T. 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 Bidder. Retail Individual Bidders (subject to the Bid Amount being up to ₹0.20 million ), can revise or withdraw their Bids on or before the Bid/Offer Closing Date; U. 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 Bidder. Retail Individual Bidders (subject to the Bid Amount being up to ₹0.20 million ), can revise or withdraw their Bids on or before the Bid/Offer Closing Date; V. Do not submit the General Index Register (“GIR”) number instead of the PAN; W. Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer; X. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms or to our Company; Y. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs; Z. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in the relevant ASBA account; AA. Anchor Investors should not Bid through the ASBA process; BB. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary; CC. 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; DD. 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 using the UPI Mechanism; EE. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected; FF. In case of ASBA Bidders (other than 3-in-1 Bids) Syndicate Members shall ensure that they do not upload any bids above ₹0.50 million; 406GG. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the UPI Mechanism; and HH. 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. 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” on page 79. For helpline details of the BRLMs pursuant to SEBI master circular SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated May 7, 2024, see ‘General Information’ on page 79. Grounds for Technical Rejection In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders are requested to note that Bids may be rejected on the following additional technical grounds: 1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount; 2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form; 3. Bids submitted on a plain paper; 4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not listed on the website of SEBI; 5. Bids under the UPI Mechanism submitted by UPI Bidders using third party bank accounts or using a third party linked bank account UPI ID (subject to availability of information regarding third party account from Sponsor Bank(s)); 6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary; 7. Bids submitted without the signature of the First Bidder or sole Bidder; 8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder; 9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs; 10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010; 11. GIR number furnished instead of PAN; 12. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹0.20 million; 13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines and approvals; 14. Bids accompanied by stock invest, money order, postal order or cash; and 15. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular dated March 16, 2021 read with SEBI ICDR Master Circular in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. Names of entities responsible for finalising the basis of allotment in a fair and proper manner The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, 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 SEBI from time to time 407Our Company will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus and the Prospectus 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 one per cent of the Offer may be made for the purpose of making allotment in minimum lots. The allotment of Equity Shares to Bidders other than to the RIBs, NIBs 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 Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a proportionate basis. 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 Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis, which shall be subject to the following, and in accordance with the SEBI ICDR Regulations: (i) one-third of the Non- Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹0.20 million and up to ₹1.00 million, and (ii) two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with a Bid size of more than ₹1.00 million, provided that under-subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Payment into Escrow Account(s) for Anchor Investors Our Company, in consultation with the BRLMs, in their absolute discretion, will decide the list of Anchor Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors should transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account(s) should be drawn in favor of: (a) In case of resident Anchor Investors: “[●]”; and (b) In case of Non-Resident Anchor Investors: “[●]”. Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established as an arrangement between our Company, the Promoter Selling Shareholders and the Syndicate, the Escrow Collection Bank and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors. Pre-Offer Advertisement Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing Red Herring Prospectus with the RoC, publish a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper, (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation. In the pre-Offer advertisement, we shall state the Bid/Offer Opening Date and the Bid/Offer Closing Date. The advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations. Allotment advertisement Our Company, the Book Running Lead Managers and the Registrar to the Offer shall publish an allotment advertisement before commencement of trading of the Equity Shares on the Stock Exchanges, disclosing the date of commencement of trading of the Equity Shares on the Stock Exchanges in all editions of [●], an English national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi also being the regional language of New Delhi, where our Registered Office is located), each with wide circulation. Signing of the Underwriting Agreement and the RoC Filing (a) Our Company, the Promoter Selling Shareholders and the Underwriters intend to enter into an Underwriting Agreement on or immediately after the finalization of the Offer Price but prior to the filing of Prospectus. (b) After signing the Underwriting Agreement, the Prospectus will be filed with the RoC in accordance with applicable law. The Prospectus will contain details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements and will be complete in all material respects. 408Impersonation Attention of the Bidders 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, 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 Our Company undertakes the following: (i) adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor Application Form from Anchor Investors; (ii) the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily; (iii) all steps 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 shall be taken within the time period of the Bid/Offer Closing Date, as may be prescribed by the SEBI or under any applicable law; (iv) if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed period; (v) the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed shall be made available to the Registrar to the Offer by our Company; (vi) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall be credited along with amount and expected date of electronic credit of refund; (vii) Except for Equity Shares allotted pursuant to the Offer, no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc, other than as disclosed in accordance with Regulation 56; (viii) Promoter’s contribution, if any, shall be brought in advance before the Bid/Offer Opening Date and the balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees; (ix) Our Company shall not have any recourse to the proceeds of the Fresh Issue until final listing and trading approvals have been received from the Stock Exchanges; (x) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the reason thereof shall be given as a public notice within two working days of the Bid / Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed shall also be informed promptly; and 409(xi) if our Company, in consultation with the BRLMs withdraws the Offer after the Bid/ Offer Closing Date and thereafter determines that it will proceed with an issue of the Equity Shares, it shall be required to file a fresh draft red herring prospectus with the SEBI. Undertakings by the Promoter Selling Shareholders The Promoter Selling Shareholders undertake the following: (i) they are the legal and beneficial owners of the Equity Shares offered by them in the Offer for Sale; (ii) the Offered Shares are free and clear of any encumbrances and shall be transferred to the successful Bidders under applicable law free and clear of any encumbrances; (iii) the portion of the Offered Shares offered for sale by the Promoter Selling Shareholders are eligible for being offered in the Offer for Sale in terms of the SEBI ICDR Regulations; (iv) they shall provide such reasonable assistance and cooperation as may be reasonably required by our Company and the Book Running Lead Managers in redressal of such investor grievances in relation to their respective Offered Shares and statements specifically made or confirmed by them in this Draft Red Herring Prospectus in relation to themselves as a Promoter Selling Shareholder; (v) they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person (whether related to themselves or not) for making a Bid in the Offer; (vi) they shall provide such reasonable support and cooperation as required under applicable law or requested by our Company and/or the Book Running Lead Managers in relation to their respective Offered Shares, (a) for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges, and/ or (b) refund orders (if applicable); and (vii) they shall not have any recourse to the proceeds of the Offer for Sale until final listing and trading approvals have been received from the Stock Exchanges. The statements and undertakings provided above are statements which are specifically confirmed or undertaken by the Promoter Selling Shareholders in relation to themselves and their respective Offered Shares. Utilization of Offer Proceeds Our Company declares that: (i) all monies received out of the Fresh Issue 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 until 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. 410RESTRICTIONS 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. Under the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”) issued the FDI Policy, which with effect from October 15, 2020 consolidated, subsumed superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect as of and prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Up to 100% foreign investment under the automatic route is currently permitted for our Company. For further details, see “Key Regulations and Policies” on page 222. The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided that: (i) the activities of the investee company are under the automatic route under the FDI Policy 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 Policy, and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by Eligible NRIs” and “Offer Procedure – Bids by FPIs” on pages 398 and 399, respectively. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment, subscription, purchase or sale of equity instruments 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 (“Restricted Investors”), will require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Instruments Rules. 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. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a similar amendment to the FEMA Non-debt Instruments Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 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 or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the Bid/Offer Period. As per the existing policy of the Government of India, OCBs cannot participate in the Offer. For further details, see “Offer Procedure” on page 393. The Equity Shares issued in the Offer have not been and will not be registered under the U.S. Securities Act, and shall not be offered or sold within the United States, Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’ in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where such offers and sales occur. 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. The above information is given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders and the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus. 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. 411SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION INTERPRETATION Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our Company. Pursuant to Schedule I of Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the Articles of Association of our Company are detailed below. Except as disclosed below, there are no other material provisions of the Articles of Association that are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of prospective investors in the Offer. The Regulations contained in Table ‘F’ of the Schedule I of the Companies Act, 2013, shall apply to the Company except in so far as otherwise expressly or impliedly excluded, modified, substituted, amended or altered by these Articles. In case of any contradiction between the provisions of Table ‘F’ and these Articles, the provisions of these Articles will prevail. GENERAL 1. (i) In these Regulations:- (a) “Articles” means these articles of association of the Company or as altered from time to time. (b) “Board” means the board of directors of the Company at the relevant time. (c) “Control” shall have the meaning ascribed to the term under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. (d) “Company” shall mean Orient Cables (India) Limited; (e) “Companies Act” or “Act” means the Companies Act, 2013 or any statutory modification or re- enactment thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof which is relatable to the relevant Article in which the said term appears in these Articles and any previous company law, so far as may be applicable; (f) “Directors” means the directors of the Company. (g) Depositories Act 1996” means The Depositories Act, 1996 and includes any statutory modification or re-enactment thereof for the time being in force. (h) Depository” means and includes a company as defined under section 2(1)(e) of the Depositories Act, 1996. (i) “Equity Shares” or “Equity Share” means an equity share of the Company of face value of Rs. 10 (Rupees ten) each; (j) “Equity Share Capital” means the par value of all the Equity Shares issued by the Company. (k) “INR” or “Rupees” or “Rs.” shall mean Indian rupees, being the lawful currency of India; (l) “IPO” means an initial public offering of the Equity Shares of the Company; (m) “Memorandum of Association” means the memorandum of association of the Company or re- enactment thereof for the time being in force (n) “Person” means any natural person, trust, firm, company, Governmental Authority, joint venture, association, partnership, society or other entity (whether or not having separate legal personality); (o) “Rules” means the applicable rules for the time being in force as prescribed under relevant sections of the Act. (p) “Securities” shall mean shares in the Share Capital, whether equity or preference, and shall include other securities and instruments convertible into Equity Shares; (q) “SEBI Listing Regulations” shall mean Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time. (r) “Share Capital” shall mean the total issued and paid-up share capital of the Company; 412(s) “Transfer” includes any sale, exchange, assignment, gift, bequest, disposition, mortgage, charge, pledge, encumbrance, grant of security interest or other arrangement by which possession, legal title or beneficial ownership passes from one Person to another, or to the same Person in a different capacity, whether or not voluntary and whether or not for value, and any agreement to effect any of the foregoing; and “Transferred”, “Transferring” “Transferor”, “Transferee” and similar words have corresponding meanings; (ii) In these Articles, unless there is something in the subject or context inconsistent therewith: (a) Words importing the singular number shall include the plural number and words importing the masculine gender shall, where the context admits, include the feminine and neuter gender. (b) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or the Rules, as the case may be. 2. SHARE CAPITAL (i) The authorised Share Capital of the Company is as mentioned in Clause V of the Memorandum of Association of the Company with the power to increase or reduce or re-classify 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 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 these Articles. (ii) Subject to the provisions of Section 55 of the Act, any preference shares may be issued on the terms that they are to be redeemed on such terms and in such manner as the Company before the issue of the shares may, by special resolution, determine. (iii) Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be under the control of the Board who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par or subject to the compliance with Section 53 of the Act, at a discount (subject to compliance with the provisions of the Act) and at such time as they may from time to time think fit, and with the approval 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 in the capital of the Company on payment in full or part of any property sold or transferred or for any services rendered by the Company in the conduct of its business and any shares which may so be allotted may be issued as fully paid shares and if so issued, shall be deemed to be fully paid shares. Provided that option or right to call of shares shall not be given to any Person or Persons without the approval of the Company in the general meeting. (iv) The Company may issue the following kinds of shares in accordance with these Articles, the Act, the Rules and other applicable laws: (a) Equity Share Capital: a. with voting rights; and/or b. with differential rights as to dividend, voting or otherwise in accordance with the Rules; and (b) Preference Share Capital (v) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after allotment or within one month from the date of receipt by the Company of the application for the registration of transfer or transmission or sub-division, consolidation or renewal as the case may be within such other period as the conditions of issue shall provide – (a) one certificate for all his shares without payment of any charges; or (b) several certificates, each for one or more of his shares, upon payment of such charges as may be fixed by the Board for each certificate after the first. 413(vi) Every certificate shall be under the seal, if any, and shall specify the shares to which it relates and the amount paid-up thereon, shall be signed by two Directors or by a Director and the company secretary, wherever the Company has appointed a company secretary. (vii) In respect of any 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. Any member of the Company shall have the right to sub-divide, split or consolidate the total number of shares held by them in any manner and to request the Company to provide certificate(s) evidencing such sub-division, split or consolidation. (viii) A person subscribing to shares offered by the Company shall have the option either to receive certificates for such shares or hold the shares in a dematerialised state with a depository. Where a person opts to hold any share with the depository, the Company shall intimate such depository the details of allotment of the share to enable the depository to enter in its records the name of such person as the beneficial owner of that share. (ix) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the Company, a new certificate may be issued in lieu thereof or in case of sub-division or consolidation of shares, 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 Board 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 fees for each certificate as may be fixed by the Board which shall not exceed the amount as may be permitted under applicable law, provided that no fees shall be charged for issue of new certificates in replacement of those which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of transfer. The Company shall not charge any fee for registration of transfer of shares and debentures, for sub-division and consolidation of share and debenture certificates and for sub-division, of letters of allotment and split, consolidation, renewal and Pucca Transfer Receipts into denominations corresponding to the market units of trading, for issue of new certificates in replacement of those which are old, decrepit or worn out or where the cages on the reverse for recording transfers have been fully utilised, for registration of any Power of Attorney, probates letters of administration or similar other documents. Provided that notwithstanding what is stated above the Directors shall comply with such rules or regulation or requirements of any Stock Exchange or the rules made under the Companies Act, 2013 or rules made under Securities Contracts (Regulation) Act, 1956 or any other act, or rules applicable thereof in this behalf or any Statutory modification or re-enactment thereof, for the time being in force. (x) The Company will not charge any fees exceeding those which may be agreed upon with the stock exchange: (a) For Issue of new certificate in replacement of those that are torn, defaced, lost or destroyed; (b) For sub-division and consolidation of share and debenture certificates and for sub-division of Letters of Allotment and split, consolidation, renewal and Pucca Transfer Receipts into denominations other than those fixed for the market units of trading (xi) The provisions of the foregoing Articles relating to issue of certificates shall mutatis mutandis apply to issue of certificates for any other securities including debentures (except where the Act otherwise requires) of the Company. (xii) (a) The Company may exercise the powers of paying commissions conferred by the Act, to any person in connection with the subscription to its securities, provided that the rate per cent or the amount of the commission paid or agreed to be paid shall be disclosed in the manner required by the Act and the Rules. (b) The rate or amount of the commission shall not exceed the rate or amount prescribed in the Rules. (c) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in the one way and partly in the other. (xiii) (a) 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 with the consent in writing, of such number of the holders of the issued shares of that class, or with the sanction of a resolution passed at a separate meeting of the holders of the shares of that class, as prescribed by the Act. 414(b) To every such separate meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply. (xiv) 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. (xv) Subject to the provisions of the Act, the Board shall have the power to issue or re-issue preference shares of one or more classes which are liable to be redeemed, or converted to Equity Shares, on such terms and conditions and in such manner as determined by the Board in accordance with the Act. 3. FURTHER ISSUE OF SHARES (i) Where at any time, it is proposed to increase the subscribed capital of the Company by the issue of further shares then such shares shall be offered in accordance with Section 62 of the Act and the Rules made thereunder in the following manner: a. to persons who, at the date of the offer, are holders of the Equity Shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending a letter of offer subject to the conditions mentioned in (1) to (3) below: (1) the aforesaid offer shall be made by a notice specifying the number of Equity Shares offered and limiting a time not being less than fifteen (15) days or such lesser number of days as may be prescribed and not exceeding thirty (30) days from the date of the offer, within which the offer if not accepted, shall be deemed to have been declined; Provided that the notice 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 (3) days before the opening of the issue; (2) the aforesaid offer shall be deemed to include a right exercisable by the person concerned to renounce the Equity Shares offered to him or any of them in favour of any other person and the notice referred to in sub-clause (1) above shall contain a statement of this right; (3) after the expiry of the time specified in the aforesaid notice or on receipt of earlier intimation from the person to whom such notice is given that he declines to accept the Equity Shares offered, the Board of Directors may dispose them of in such manner which is not disadvantageous to the Shareholders and the Company. b. to employees under any scheme of employees’ stock option subject to a special resolution passed by the Company and subject to the Act and the Rules made thereunder and such other conditions as may be prescribed under applicable law; or c. to any person(s), if it is authorised by a special resolution, whether or not those persons include the persons referred to in clause (a) or clause (b) above either for cash or for a consideration other than cash, if the price of such shares is determined subject to compliance with such conditions as may be prescribed under the Act and the rules made thereunder; d. Nothing in sub-clause (3) of sub-article (a) shall be deemed: i. To extend the time within which the offer should be accepted; or ii. 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 compromised in the renunciation. (ii) Nothing in this Article 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 loans raised by the Company to convert such debentures or loans into shares in the Company or to subscribe for shares of the Company; (i) Provided that the terms of issue of such debentures or loans containing such an option have been approved before the issue of such debentures or the raising of loan by a special resolution passed by the Company in general meeting. 415(iii) Notwithstanding anything contained in sub-clause (ii) above, where any debentures have been issued or loan has been obtained from any government by the Company, and if that government considers it necessary in the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into shares in the Company on such terms and conditions as appear to the Government to be reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include a term for providing for an option for such conversion. (ii) Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may, within sixty (60) days from the date of communication of such order, appeal to the National Company Law Tribunal which shall after hearing the Company and the Government pass such order as it deems fit. (iv) In determining the terms and conditions of conversion under sub-clause (iii) above, the government shall have due regard to the financial position of the Company, the terms of issue of debentures or loans, as the case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider necessary. (v) Where the government has, by an order made under sub-clause (iii), directed that any debenture or loan or any part thereof shall be converted into shares in the Company and where no appeal has been preferred to the National Company Law Tribunal under sub-clause (iii) above or where such appeal has been dismissed, the Memorandum of Association of the Company shall, where such order has the effect of increasing the authorized share capital of the Company, be altered and the authorized share capital of the Company shall stand increased by an amount equal to the amount of the value of shares which such debentures or loans or part thereof has been converted into. (vi) 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, subject to and in accordance with the Act and the Rules. (vii) Subject to the provisions of Section 61 of the Act, the Company in a general meeting may, from time to time, alter its Memorandum of Association for all or any of the following purposes: (a) To consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) To convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid up shares of any denomination; (c) To sub-divide its shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association, so that in the sub-division, the proportion between the amount paid and the amount, if any unpaid, on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and (d) To cancel any shares which at the date of the passing of the resolution, have not been taken or agreed to be taken by any persons and diminish the amount of its share capital by the amount of the shares so cancelled. Cancellation of shares in pursuance of this sub-clause shall not be deemed to be a reduction of the capital of the Company within the meaning of the Act. 4. DEMATERIALIZATION OF SHARES (i) Notwithstanding anything contained in these articles, the Company shall be entitled to dematerialize its shares and to offer shares in a dematerialized form pursuant to the Depositories Act, 1996. (ii) Notwithstanding anything contained in these articles, and subject to the provisions of law for the time being in force, the Company shall on a request made by a beneficial owner, re-materialize the shares, which are in dematerialized form. (iii) Every person subscribing to the shares offered by the Company shall have the option to receive share certificates or to hold the shares with a depository. 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, 1996 and the Company shall in the manner and within the time prescribed, issue to the beneficial owner the required certificate of shares. If a person opts to hold his shares with a depository, the Company shall intimate such depository the details of allotment of the share, and on receipt of the information, the depository shall enter in its record the name of the allottee as the beneficial owner of the share. 416(iv) All shares held by a depository shall be dematerialized and shall be in a fungible form. (v) (a) Notwithstanding anything to the contrary contained in the Act or these 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 owners. (b) Save as otherwise provided in 4(v)(a) 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. (c) 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 the member 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. (vi) Notwithstanding anything in the Act or these articles to the contrary, where shares are held in a 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 floppies or disks or any other mode as prescribed by law from time to time. (vii) Notwithstanding anything in the Act or these articles, where securities are dealt with by a depository, the Company shall intimate the details thereof to the depository immediately on allotment of such securities. (viii) Nothing contained in the Act or these articles regarding the necessity to have distinctive numbers for securities issued by the Company shall apply to securities held with a depository. (ix) The Company shall cause to be kept a register and index of members in accordance with all applicable provisions of the Act and the Depositories Act, 1996, containing details of shares and debentures held in materialized and dematerialized forms in any media as may be permitted by law(s) including any form of electronic media. (x) The Company shall have the power to keep in any state or country outside India a branch register resident in that state or country. 5. TRANSFER OF SHARES (i) The Company shall transfer Securities only in a dematerialized form. (ii) The Company shall use a common form of transfer. The instrument of transfer shall be in writing and all provisions of the Section 56 of the Act and of any statutory modification thereof for the time being shall be duly complied within respect of all transfer of shares and the registration thereof. (iii) The instrument of transfer of any Securities in the Company shall be executed by or on behalf of both the transferor and transferee shall be in writing. (iv) The transferor shall be deemed to remain a holder of the security until the name of the transferee is entered in the register of members in respect thereof. (v) The Company, the transferor and the transferee of the Securities shall comply with the requirements under the applicable laws. (vi) The Board may, subject to the right of appeal conferred by the Act decline to register – (a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or (b) any transfer of shares on which the Company has a lien. (iii) The Company shall within 30 days 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. (iv) Provided that registration of a transfer shall not be refused on the ground that 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. 417(vii) In case of shares held in physical form, the Board may decline to recognize any instrument of transfer unless– (a) the instrument of transfer is duly executed and is in the form as prescribed in the Rules made under the Act; (b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and if no such certificate is in existence, then the letter of allotment of the shares and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; (c) the instrument of transfer is in respect of only one class of shares; and (d) 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 these 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 on the same manner and subject to the same conditions as if the application for registration of the transfer was made by the transferee. (viii) On giving of previous notice of at least seven days or such lesser period in accordance with the Act and Rules made there under, the registration of transfers may be suspended at such times and for such periods as the Board may from time to time determine: (v) Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty- five days in the aggregate in any year. (ix) The provisions of these Articles relating to transfer of shares shall mutatis mutandis apply to any other securities including debentures of the Company. 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 document. 6. LIEN (i) (a) The Company shall have a first and paramount lien – a. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable at a fixed time, in respect of that share; and b. on all shares (not being fully paid shares) standing registered in the name of a member, for all monies presently payable by him or his estate to the Company: Provided that the Board may at any time declare any share to be wholly or in part exempt from the provisions of this clause. (ii) The Company’s lien, if any, on a share shall extend to all dividends or interest, as the case may be, payable and bonuses declared from time to time in respect of such shares for any money owing to the Company. (iii) Unless otherwise agreed by the Board, the registration of a transfer of shares shall operate as a waiver of the Company’s lien. (iv) The Company shall have a first and paramount lien upon all shares (not being a fully paid shares) registered in the name of the members and all dividends payable on such shares, subject to Section 123 of the Act and Regulations 9 to 12 of Table ‘F’ shall apply accordingly. (v) Fully paid shares shall be free from all lien and in the case of partly paid shares, the Company’s lien shall be restricted to moneys called or payable at a fixed time in respect of such shares. (vi) The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien: (vi) Provided that no sale shall be made - (a) unless a sum in respect of which the lien exists is presently payable; or 418(b) until the expiration of 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 to the person entitled thereto by reason of his death or insolvency or otherwise. (vii) (a) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser thereof. (b) The purchaser shall be registered as the holder of the shares comprised in any such transfer. (c) The receipt of the Company for the consideration (if any) given for the share on the sale thereof shall (subject, if necessary, to execution of an instrument of transfer or a transfer by relevant system, as the case may be) constitute a good title to the share and the purchaser shall be registered as the holder of the share. (d) 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 with reference to the sale. (viii) (a) 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. (b) 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. (ix) In exercising its lien, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not (except as ordered by a court of competent jurisdiction or unless required by any statute) be bound to recognize any equitable or other claim to, or interest in, such share on the part of any other person, whether a creditor of the registered holder or otherwise. The Company’s lien shall prevail notwithstanding that it has received notice of any such claim. (x) The provisions of these Articles relating to lien shall mutatis mutandis apply to any other securities including debentures of the Company. 7. CALL ON SHARES (i) (a) The Board may, from time to time, make calls upon the members in respect of any money unpaid on the 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 the Board shall not give right or option to any other person except with the sanction of the Company in general meeting. Provided further that no call shall exceed one-fourth of the nominal value of the Share or be payable at less than 1 (one) month from the date fixed for the payment of the last preceding call. (b) Each member shall, subject to receiving at least 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. (c) The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in respect of one or more members as the Board may deem appropriate in any circumstances. (d) A call may be revoked or postponed at the discretion of the Board. (ii) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed and may be required to be paid by installments. (iii) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. (iv) (a) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof (“the due date”), the person from whom the sum is due shall pay interest thereon from the due date to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board may determine. (b) The Board shall be at liberty to waive payment of any such interest wholly or in part. 419(v) (a) Any sum which by the terms of 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 these regulations, be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes payable. (a) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified. (vi) If by the conditions of allotment of any shares, the whole or part of the amount of issue price thereof shall be payable by installments, then every such installment shall, when due, be paid to the Company by the person who, for the time being and from time to time, is or shall be the registered holder of the share or the legal representative of a deceased registered holder. (vii) All calls shall be made on a uniform basis on all shares falling under the same class. (vii) Explanation: Shares of the same nominal value on which different amounts have been paid-up shall not be deemed to fall under the same class. (viii) Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money which shall from time to time be due from any member in respect of any shares either by way of principal or interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude the forfeiture of such shares as herein provided. (ix) If any member fails to pay any call due from him on the day appointed for payment thereof or any such extension thereof, he/she shall be liable to pay interest on the same from the day appointed for payment thereof to the time of actual payment at such rate as shall from time to time be fixed by Board but nothing in this Article render it compulsory for the Board to demand or recover any interest from any such member. (x) The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him beyond the sums actually called for; and upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently payable) pay interest at such rate not exceeding, unless the Company in general meeting shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the member paying the sum in advance provided that money paid in advance of calls shall not confer a right to participate in profits or dividend. 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 Directors may at any time repay the amount so advanced. (xi) The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including debentures of the Company. (xii) Save as aforesaid, Regulations 13 to 18 of Table ‘F’ shall apply. 8. TRANSMISSION OF SHARES (i) (a) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. (b) Nothing in clause (1) shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him with other persons. (ii) (a) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon such evidence being produced as may from time to time properly be required by the Board and subject as hereinafter provided, elect, either – a. to be registered himself as holder of the share; or b. to make such transfer of the share as the deceased or insolvent member could have made. 420(b) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if the deceased or insolvent member had transferred the share before his death or insolvency. (c) The Company shall be fully indemnified by such person from all liability, if any, by actions taken by the Board to give effect to such registration or transfer. (iii) (a) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. (a) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of the share. (b) All the limitations, restrictions and provisions of these regulations 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. (iv) 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 meetings of the Company: (viii) 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 ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice have been complied with. (v) The provisions of these Articles relating to transmission by operation of law shall mutatis mutandis apply to any other securities including debentures of the Company. 9. FORFEITURE OF SHARES (i) 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 the payment of such part of the call or instalment or other money as is unpaid, together with any interest which may have accrued thereon. Upon failure to comply with the terms of the notice, the Company reserves the right to forfeit such shares. (ii) The notice aforesaid shall: (a) name a further day (not being earlier than the expiry of 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 (b) 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 shall be liable to be forfeited. (iii) If the requirements of any such notice as aforesaid are 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. (iv) (a) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks fit. (b) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks fit. (v) (a) 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 him to the Company in respect of the shares. (b) 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. 421(vi) (a) 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 persons claiming to be entitled to the share; (b) 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 disposed of. (c) The transferee shall thereupon be registered as the holder of the share; and (d) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. (vii) The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified. (viii) Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from the date of the declaration to any shareholder entitled to the payment of the dividend, the Company shall, within 7 (seven) days from the date of expiry of the said period of thirty days, transfer the total amount of dividend which remains unpaid or unclaimed to a special account to be opened by the Company in that behalf in any scheduled bank to be called the unpaid dividend account (“Unpaid Dividend Account”). (ix) Any money transferred to the “Unpaid Dividend Account” of the Company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer shall be transferred by the Company along with interest accrued, if any, thereon to the Investor Education and Protection Fund established under sub-section (1) of Section 125 of the Act. (x) No unclaimed or unpaid dividend shall be forfeited by the Board before it becomes barred by law. (xi) The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other securities including debentures of the Company. (xii) Save as aforesaid, Regulations 28 to 34 of Table ‘F’ shall apply. 10. ALTERATION OF CAPITAL (i) The Company may, with the approval of shareholders by ordinary resolution, from time to time, increase, consolidate, divide, sub-divide, cancel or reduce its Share Capital. (ii) Subject to the provisions of the Act, the Company may, by ordinary resolution— (a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; (b) convert all or any of its fully paid-up shares into stock, and re-convert that stock into fully paid-up shares of any denomination; (c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the Memorandum of Association so however, that in the sub- division the proportion between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in the case of the Share from which the reduced Share is derived; or; (d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of Share Capital by the amount of the Shares so cancelled. A cancellation of Shares in pursuance of this Article shall not be deemed to be a reduction of Share Capital within the meaning of the Act. (iii) Where shares are converted into stock— (a) 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: 422(ix) 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. (b) 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. (c) such of the regulations of the Company as are applicable to paid-up shares shall apply to stock and the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively. (iv) The Company may, by resolution as prescribed in the Act, reduce in any manner and with, and subject to, any incident authorized and consent required by law — (a) its share capital; (b) any capital redemption reserve account; (c) any share premium account; or (d) any other reserve in the nature of share capital. (v) The Company may as per the applicable provisions of the Act, issue shares under preferential basis and private placement. 11. CAPITALIZATION OF PROFITS (i) (a) The Company in general meeting may, upon the recommendation of the Board, resolve — a. that it is desirable to capitalize 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 b. that such sum be accordingly set free for distribution in the manner specified in clause (b) amongst the members who would have been entitled thereto, if distributed by way of dividend and in the same proportions. (b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause (c), either in or towards — a. paying up any amounts for the time being unpaid on any shares held by such members respectively; b. paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up, to and amongst such members in the proportions aforesaid; c. partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii); (c) A securities premium account and a capital redemption reserve account may, for the purposes of this Article, be applied in the paying up of unissued shares to be issued to members of the Company as fully paid bonus shares; (d) The Board shall give effect to the resolution passed by the Company in pursuance of this Article. (ii) (a) Whenever such a resolution as aforesaid shall have been passed, the Board shall— a. 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 b. generally, do all acts and things required to give effect thereto. 423(b) The Board shall have power— a. to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and b. to 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. (iii) Any agreement made under such authority shall be effective and binding on such members. 12. BOARD OF DIRECTORS (i) The first Directors of the Company are Vipul Nagpal & Garima Nagpal (ii) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than 6 (six) and shall not be more than 15 (fifteen). (x) Provided that the Company may appoint more than 15 (fifteen) Directors after passing a special resolution. The Company shall have such number of independent Directors on the Board of the Company, as may be required in terms of the provisions of applicable law. Further, such appointment of such independent Directors shall be in terms of, and subject to, the aforesaid provisions of applicable Law. (iii) On and from the date of listing of the Equity Shares of the Company pursuant to an IPO, the Board of the Company shall at all times be constituted in compliance with applicable Law including the provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. (iv) Subject to applicable provisions of the Act and other applicable laws, the remuneration of the Directors of the Company, including fees payable to the Directors in attending meetings of the Board or Committees of the Board, shall be determined by the Board of the Company, from time to time. (v) The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed to accrue from day-to-day. (vi) The remuneration payable to the Directors, including any managing or whole-time Director or manager, if any, shall be determined in accordance with and subject to the provisions of the Act by an ordinary resolution passed by the Company in general meeting. (vii) In addition to the remuneration payable to them in pursuance of the Act, the Directors may be paid all travelling, hotel and other expenses properly incurred by them— (a) in attending and returning from meetings of the Board or any committee thereof or general meetings of the Company; or (b) in connection with the business of the Company. (xi) If authorized by the Board, the Directors may also be remunerated for any extra services done by them outside their ordinary duties as Directors, subject to the applicable provisions of the Act. (viii) All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by such person and in such manner as the Board shall from time to time by resolution determine. (ix) Subject to provisions of the Act and Article 12(ii) and Article 12(iii), the Board shall have power at any time, and from time to time, to appoint a person as an additional Director, provided the number of Directors and additional Directors together shall not at any time exceed maximum strength fixed for the Board by the Articles. (x) Save as aforesaid Regulations 62 to 75 of Table ‘F’ shall apply. 424(xi) Subject to Article 12(ii) and Article 12(iii), the Board shall have power to appoint additional Directors in accordance with the provisions of Section 161(1) of the Act and the additional Directors so appointed shall hold office until the conclusion of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. (xii) (a) 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 by the Board of Directors at a meeting of the Board. (b) The Director so appointed shall hold office only up to the date up to which the Director in whose place he is appointed would have held office if it had not been vacated. 13. POWERS OF BOARD (i) (a) The management of the business of the Company shall be vested in the Board and the Board may exercise all such powers, and do all such acts and things, as the Company is by the Memorandum of Association or otherwise authorized to exercise and do, and, not hereby or by the statue or otherwise directed or required to be exercised or done by the Company in general meeting but subject nevertheless to the provisions of the Act and other laws and of the Memorandum of Association and these Articles and to any regulations, not being inconsistent with the Memorandum of Association and these Articles or the Act, from time to time made by the Company in general meeting provided that no such regulation shall invalidate any prior act of the Board which would have been valid if such regulation had not been made. (b) The Board may, from time to time and at its discretion, subject to the provisions of Sections 73, 179, 180, and 185 of the Act, raise or borrow and secure the payment of any sum or sums of money for the purpose of the Company. Any such money be raised or the payment or repayment thereof may be secured in such manner and upon such terms and conditions in all respect as the Board may think fit by promissory notes or by opening loan or current accounts or by receiving deposits and advances at interest with or without security or otherwise and in particular by the issue of bonds, perpetual or redeemable debentures of the Company charged upon all or any part of the property of the Company (both present and future) including its uncalled capital for the time being or by mortgaging or charging or pledging any lands, buildings, machinery, plant, goods or other property and securities of the Company or by other means as the Board deems expedient. The Board shall not except with the consent of the Company by way of a special resolution, borrow moneys where the moneys to be borrowed together with the moneys 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 of the Company, its free reserves and securities premium. (c) Subject to the Act and these Articles, the Board may raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it thinks fit, and in particular by the issue of bonds, perpetual or redeemable debentures or debenture-stock, or any mortgage, or other tangible security on the undertaking of the whole or any part of the Company (both present and future) but shall not create a charge on its capital for the time being or issue debentures with the right to conversion into or allotment of shares without the sanction of the Company by a special resolution in the general meeting. 14. PROCEEDINGS OF THE BOARD (i) (a) The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks fit. (b) The Chairperson or any one Director with the previous consent of the Chairperson, may or the secretary on the direction of the Chairperson shall, at any time, summon a meeting of the Board. (c) The quorum for a Board meeting shall be as provided in the Act. (d) The participation of Directors in a meeting of the Board may be either in person or through video conferencing or audio-visual means or teleconferencing, as may be prescribed by the Rules or permitted under law. (ii) (a) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided by a majority of votes. 425(b) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote. (iii) 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. (iv) (a) The Chairperson of the Company shall be Mr.Vipul Nagpal Managing Director of the Company. In his absence the Board may elect a Chairperson of its meeting and determine the period for which he is to hold office. (b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be Chairperson of the meeting. (v) (a) 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. (b) 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. (c) The participation of Directors in a meeting of the Committee may be either in person or through video conferencing or audio-visual means or teleconferencing, as may be prescribed by the Rules or permitted under law. (vi) (a) A Committee may elect a Chairperson of its meetings unless the Board, while constituting a Committee, has appointed a Chairperson of such Committee. (b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within 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. (vii) (a) A committee may meet and adjourn as it thinks fit. (b) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present, and in case of an equality of votes, the Chairperson shall have a second or casting vote. (viii) 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 there was some defect in the appointment of any one or more of such Directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such Director or such person had been duly appointed and was qualified to be a Director. (ix) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held. (xii) Every Director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept for that purpose. 15. BORROWING POWER Subject to the provisions of the Section 73 and 179 of the Act, and without prejudice to the powers conferred by other Article or Articles, the Board or Directors may, from time to time and at their discretion, to borrow or secure the payment of any sum or/and sums of money, for purpose of the Company, either from any Director or member or elsewhere, on security or otherwise and may secure the repayment or payments of any sum or sums, in such manner and upon such terms and condition, in all respects as they think fit, and particular, by the creation of any mortgage, hypothecation or charge on the undertaking or the whole or part of the property, present or future, or the uncalled capital, of the Company or by the issue of debentures or debentures stock of the Company, both present and future, including its uncalled capital, for the time being, and the Directors or any of them may guarantee the whole, or any part of the loans or debts, raised or incurred, by or on behalf of the Company, or any interest payable thereon, and shall 426be entitled to receive such payments as consideration for the giving of such guarantee, as may be determined, by the Directors, with power to indemnify the guarantors, from or against liability under their guarantee by means of a mortgage or charge on the undertaking of the Company, or any of its property, or assets or otherwise. 16. CHIEF EXECUTIVE OFFICER/MANAGER/SECRETARY/CHIEF FINANCIAL OFFICER (i) Subject to the provisions of the Act— (a) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief executive officer, manager, company secretary or chief financial officer so appointed may be removed by means of a resolution of the Board. The Board may appoint one or more chief executive officers for its multiple businesses. (b) A Director may be appointed as chief executive officer, manager, company secretary or chief financial officer. (c) A provision of the Act or these regulations requiring or authorising a thing to be done by or to a Director and chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, chief executive officer, manager, company secretary or chief financial officer. (ii) Manager or Secretary may be appointed in accordance with Regulations 77 and 78 of Table ‘F’. 17. MANAGING DIRECTOR (i) (a) Subject to the provisions of Sections 196, 197, and 203 and Schedule V of the Act, the Board may, from time to time, appoint one or more Directors to be Managing Director or Managing Directors of the Company and may, from time to time (subject to the provisions of any contract between him or them and the Company), remove or dismiss him or them from office and appoint another or others in his place or their places. The Managing Director shall exercise such powers as may be delegated to him by the Board subject to its overall control and supervision. The Managing Director shall report all material actions undertaken, or proposed to be undertaken, by him in the exercise of powers delegated to him to the Board at their meetings. (b) Subject to the provisions of Act and Rules and Schedule of the Act, a Managing Director shall, in addition to the remuneration payable to him as a Director of the Company under the Articles, receive such additional remunerations as may, from time to time, be sanctioned by the Company. (c) Subject to the provisions of the Act, in particular to the prohibitions and restrictions contained in the Act thereof, the Board may, from time to time, entrust to and confer upon a Managing Director for the time being such of the powers exercisable under these presents by the Board as it may think fit, and may confer such powers for such time, and to be exercised for such objects and purposes, and upon such terms and conditions and with such restrictions as it thinks fit, and the Board may confer such powers, either collaterally with, or to the exclusion of, and in substitution for any of the powers of the Board in that behalf and may, from time to time, revoke, withdraw, alter or vary all or any of such powers. 18. DIVIDENDS AND RESERVE (i) The Company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the Board. (ii) Subject to the provisions of the Act, the Board may from time to time pay to the members such interim dividends as appear to it to be justified by the profits of the Company. (iii) (a) The Board may, before recommending any dividend, set aside out of the profits of the Company such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied, including provision for meeting contingencies or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Board may, from time to time, thinks fit. 427(b) The Board may also carry forward any profits which it may consider necessary not to divide, without setting them aside as a reserve. (iv) (a) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the Company, dividends may be declared and paid according to the amounts of the shares. (b) No amount paid or credited as paid on a share in advance of calls shall while carrying interest be treated for the purpose of this Article as paid on the share, including to confer a right to dividend or to participate in profits. (c) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for dividend accordingly. (v) (a) The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by him to the Company on account of calls or otherwise in relation to the shares of the Company. (b) The Board may retain dividends payable upon shares in respect of which any person is, entitled to become a member, until such person shall become a member in respect of such shares. (vi) (a) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of that one of the joint holders who is first named on the register of members, or to such person and to such address as the holder or joint holders may in writing direct. (b) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. (c) Payment in any way whatsoever shall be made at the risk of the person entitled to the money paid or to be paid. The Company will not be responsible for a payment which is lost or delayed. The Company will be deemed to having made a payment and received a good discharge for it if a payment using any of the foregoing permissible means is made. (vii) Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies payable in respect of such share. Notice of any dividend, whether interim or otherwise, that may have been declared shall be given to the persons entitled to share therein in the manner mentioned in the Act. (viii) No dividend shall bear interest against the Company (a) The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the member (or the person entitled to the share in consequence of the death or bankruptcy of the holder) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Board. (b) The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid or unclaimed with the Company. Where the Company has declared a dividend but which has not been paid or claimed within 30 (thirty) days from the date of declaration, the Company shall, within 7 (seven) days from the date of expiry of the 30 (thirty) day period, transfer the total amount of dividend which remains so unpaid or unclaimed, to a special account to be opened by the Company in that behalf in any scheduled bank, to be called “Unpaid Dividend Account”. (c) Any money transferred to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the Company to the Investor Education and Protection Fund established under the Act. No unclaimed or unpaid dividend shall be forfeited by the Board. All unpaid and unclaimed dividends shall be dealt with in accordance with the provisions of Sections 124 and 125 of the Act and rules made thereunder. 428(d) Further, there shall be no forfeiture of unclaimed dividends before the claim becomes barred by law. 19. ACCOUNTS (i) (a) The books of account and books and papers of the Company, or any of them, shall be open to the inspection of Directors in accordance with the applicable provisions of the Act and the Rules. (b) No member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Board. or by the company in general meeting. 20. FINANCIAL STATEMENT The Directors shall lay before each annual general meeting, financial statements for the financial year of the Company audited by a qualified chartered accountant under the provisions of the Act. 21. AUDIT (i) The first auditors of the Company shall be appointed by the Board within 30 (thirty) days after its incorporation who shall hold office till the conclusion of the first annual general meeting. (ii) The Directors may fill up any casual vacancy in the office of the auditors. (iii) The remuneration of the auditors shall be fixed by the Company in General Meeting or by Board if authorised by shareholders of the Company. 22. WINDING UP (i) If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the company and any other sanction required by the Act, divide amongst the members, in specie or in kind the whole or any part of the assets of the Company, whether they shall consist of property of the same kind or not. (ii) For the purpose aforesaid, the liquidator may set such value as he deems fair, upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the member or different classes of members. (iii) The liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trust for the benefits of the contributors as the liquidator, with the like sanction, shall think fit but so that no member shall be compelled to accept any share or such other securities whereon there is any liability. 23. SECRECY Every Director, chairman, managing director, manager, auditor member of the committee, officer, servant agent, accountant or other persons employed in the business of the Company shall observe strict secrecy in respect of all transactions of the company. 24. INDEMNITY & INSURANCE (i) Subject to the provisions of Section 197 of the Act, every officer or agent for the time being of Company shall be indemnified out of the assets of the Company, to pay all costs, losses and expenses (including travelling expenses) which such officer may incur or become liable for by reason of any contract entered into or act or deed done by him in his capacity as such Director, manager, company secretary or officer or in any way in the discharge of his duties in such capacity including expenses or against any bonafide liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 463 of the Act in which relief is granted to him by the Court. (ii) The Company may 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 and reasonably. 25. GENERAL POWER Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the Company could carry out any transaction only if the Company is so authorized by its articles, then and in that case this 429Article authorizes and empowers the to have such rights, privileges or authorities and to carry such transactions as have been permitted by the Act, without there being any specific Article in that behalf herein provided. 430SECTION IX – OTHER INFORMATION MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION The copies of the following documents and contracts which have been entered or are to be entered into by our Company which are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the documents for inspection referred to hereunder, will be attached to the copy of the Red Herring Prospectus which will be filed with the RoC, and will also be available at the following weblink: https://orientcables.in/drhp-stage-documents/. Physical copies of the above- mentioned documents referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus until the Bid/Offer Closing Date. Material contracts to the Offer 1. Offer Agreement dated July 10, 2025 entered into among our Company, the Promoter Selling Shareholders and the BRLMs. 2. Registrar Agreement dated July 10, 2025 entered into among our Company, the Promoter Selling Shareholders and the Registrar to the Offer. 3. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency. 4. Cash Escrow and Sponsor Bank(s) Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders, the BRLMs, the Syndicate Members, the Bankers to the Offer, and the Registrar to the Offer. 5. Share Escrow Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders, and the Share Escrow Agent. 6. Syndicate Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders, the BRLMs, the Registrar to the Offer and the Syndicate Members. 7. Underwriting Agreement dated [●] entered into among our Company, the Promoter Selling Shareholders and the Underwriters. Material Documents 1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date. 2. Original certificate of incorporation dated September 15, 2005, issued by RoC. 3. Fresh certificate of incorporation dated April 24, 2007, pursuant to name change issued by RoC. 4. Fresh certificate of incorporation dated December 13, 2024, pursuant to conversion of our Company from private limited to public limited issued by RoC. 5. Resolution dated July 10, 2025 passed by the Board authorising the Offer and other related matters. 6. Resolution dated July 10, 2025 passed by the Shareholders authorising the Fresh Issue and other related matters. 7. Resolution dated July 10, 2025 passed by the Board taking on record the participation of the Promoter Selling Shareholders in the Offer for Sale and other matters. 8. Resolution dated July 10, 2025 passed by the Board approving this Draft Red Herring Prospectus and certain other related matters. 9. Resolution dated July 10, 2025, passed by the Audit Committee approving the KPIs. 10. Resolution dated July 10, 2025, passed by the Board of Directors of our Company approving the Objects of the Offer. 11. Consent letters of the Promoter Selling Shareholders for participation in the Offer for Sale, as detailed in “The Offer” on page 77. 12. Report titled “Wires and cables industry report” dated July 9, 2025 issued by 1Lattice. 13. Consent letter dated July 9, 2025 issued by 1Lattice, with respect to the 1Lattice Report. 43114. The examination report dated July 10, 2025 of the Statutory Auditors on the Restated Financial Information included in this Draft Red Herring Prospectus. 15. Written consent dated July 10, 2025 from Khandelwal Jain & Co., Chartered Accountant (FRN: 105049W) to include their name as required under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated July 10, 2025 on the Restated Financial Information; and (ii) their report dated July 10, 2025 on the statement of special tax benefits available to our Company and Shareholders, in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act. 16. Certificate dated July 10, 2025 on weighted average cost of acquisition, issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 17. Certificate dated July 10, 2025 on key performance indicators, issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 18. Certificate dated July 10, 2025 on basis for offer price, issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 19. Certificate dated July 10, 2025 on outstanding dues to MSMEs, material creditors and other creditors issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 20. Certificate dated July 10, 2025 on repayment of loans issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 21. Certificate dated July 10, 2025 on financial indebtedness, issued by Khandelwal Jain & Co., Chartered Accountants (FRN: 105049W). 22. Written consent dated July 10, 2025 from the independent practicing company secretary, M/s Nirbhay Kumar & Associates, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 in its capacity as practicing company secretary and in respect of their certificate dated July 10, 2025 issued in connection with inter alia the share capital buildup and such consent has not been withdrawn as of the date of this Draft Red Herring Prospectus. 23. Written consent dated July 10, 2025 from Manoj Kumar Jain, Chartered Engineer, to include his name as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in his capacity as a chartered engineer and in respect of his certificate dated July 10, 2025 in relation to the Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities, proposed capital expenditure and the details derived from such certificate and included in this Draft Red Herring Prospectus. 24. Consents of the BRLMs, the Registrar to the Offer, the Syndicate Members, Bankers to the Company, Escrow Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s), Monitoring Agency, the legal counsel to the Offer, our Directors and the Company Secretary and Compliance Officer, to act in their respective capacities. 25. Report on the statement of special tax benefits available to our Company and Shareholders, dated July 10, 2025 issued by the Statutory Auditors. 26. Copies of annual reports of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023. 27. Tripartite agreement dated February 3, 2025, among our Company, NSDL and the Registrar to the Offer. 28. Tripartite agreement dated April 12, 2025, among our Company, CDSL and the Registrar to the Offer. 29. Due diligence certificate to SEBI from the BRLMs dated July 10, 2025. 30. Undertaking dated [●] submitted by the BRLMs to the SEBI in connection with (i) disclosure of the Pre-IPO Placement by way of a public advertisement and in the Price Band advertisement and (ii) utilization of the proceeds of the Pre- IPO Placement. 31. In-principle listing approvals dated [●] and [●] from BSE and NSE, respectively. 32. Final observation letter bearing number [●] dated [●] issued by SEBI. 432Any of the contracts or documents mentioned in this Draft Red Herring 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 and other relevant statutes. 433DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Vipul Nagpal (Chairman and Managing Director) Place: Bhiwadi, Rajasthan Date: July 10, 2025 434DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Garima Nagpal (Whole-time Director) Place: Bhiwadi, Rajasthan Date: July 10, 2025 435DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Vardaan Nagpal (Whole-time Director) Place: Bhiwadi, Rajasthan Date: July 10, 2025 436DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Anil Gupta (Non-Executive, Independent Director) Place: New Delhi Date: July 10, 2025 437DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Rohit Himatsingka (Non-Executive, Independent Director) Place: Mumbai, Maharashtra Date: July 10, 2025 438DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE DIRECTOR OF OUR COMPANY _____________________________________ Garima Dhamija (Non-Executive, Independent Director) Place: Gurugram, Haryana Date: July 10, 2025 439DECLARATION I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case may be, have been complied with and no statements, disclosures and undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this Draft Red Herring Prospectus are true and correct. SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY _____________________________________ Rakesh Khurmi Place: Bhiwadi, Rajasthan Date: July 10, 2025 440DECLARATION I, Vipul Nagpal, in my capacity as a Promoter Selling Shareholder, hereby confirm, certify and declare that all statements, disclosures, and undertakings made or confirmed by me in this Draft Red Herring Prospectus about or specifically in relation to myself as a Promoter Selling Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility, as a Promoter Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Promoter Selling Shareholder or person(s) in this Draft Red Herring Prospectus. SIGNED BY VIPUL NAGPAL _____________________________________ Place: Bhiwadi, Rajasthan Date: July 10, 2025 441DECLARATION I, Garima Nagpal, in my capacity as a Promoter Selling Shareholder, hereby confirm, certify and declare that all statements, disclosures, and undertakings made or confirmed by me in this Draft Red Herring Prospectus about or specifically in relation to myself as a Promoter Selling Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no responsibility, as a Promoter Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Promoter Selling Shareholder or person(s) in this Draft Red Herring Prospectus. SIGNED BY GARIMA NAGPAL _____________________________________ Place: Bhiwadi, Rajasthan Date: July 10, 2025 442DECLARATION We, Vipul Family Trust, in our capacity as a Promoter Selling Shareholder, hereby confirm, certify and declare that all statements, disclosures, and undertakings made or confirmed by us in this Draft Red Herring Prospectus about or specifically in relation to us as a Promoter Selling Shareholder and portion of the Equity Shares being offered by us in the Offer for Sale, are true and correct. We assume no responsibility, as a Promoter Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Promoter Selling Shareholder or person(s) in this Draft Red Herring Prospectus. SIGNED ON BEHALF OF VIPUL FAMILY TRUST _____________________________________ Name: Vipul Nagpal Designation: Trustee Place: Bhiwadi, Rajasthan Date: July 10, 2025 443DECLARATION We, Garima Family Trust, in our capacity as a Promoter Selling Shareholder, hereby confirm, certify and declare that all statements, disclosures, and undertakings made or confirmed by us in this Draft Red Herring Prospectus about or specifically in relation to us as a Promoter Selling Shareholder and portion of the Equity Shares being offered by us in the Offer for Sale, are true and correct. We assume no responsibility, as a Promoter Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Promoter Selling Shareholder or person(s) in this Draft Red Herring Prospectus. SIGNED ON BEHALF OF GARIMA FAMILY TRUST _____________________________________ Name: Garima Nagpal Designation: Trustee Place: Bhiwadi, Rajasthan Date: July 10, 2025 444