J Pan Tubular Components Limited

This section primarily discusses the sources used for industry and market data, the global macroeconomic scenario, and various geopolitical risks impacting trade and supply chains. It details projections for global economic growth, inflation, and the disruptive effects of conflicts like the Israel-Iran-US confrontation on shipping, energy, and various regions. Furthermore, it outlines trends in trade, the shift towards regionalization, and the increasing focus on technology adoption and sustainability as strategic priorities. Finally, it provides an analysis of India's economic growth outlook, noting factors that support its growth, such as reduced U.S. tariffs, while also mentioning the impact of geopolitical conflicts on regional economies.

This section provides various macroeconomic and sectoral data points, including projections for various countries, growth trends in Gross Value Added (GVA) across different sectors, and indicators related to capital investment and inflation. The data covers performance trends from FY 2024 to FY 2026, detailing growth rates for industrial, services, and agriculture sectors, as well as trends in investment and consumption. Inflation data is also provided, showing changes in the Wholesale Price Index (WPI) across different groups.

This section discusses various macroeconomic indicators and government initiatives related to inflation, monetary policy, and fiscal spending in India. It details changes in the Consumer Price Index (CPI) and the Federal Reserve's (RBI) actions on the repo rate, alongside the easing cycle implemented by the Monetary Policy Committee (MPC). Furthermore, the text outlines government efforts to build resilient supply chains through capital expenditure, targeted measures for strategic supply chains, and trade agreements with international partners like the EU and Oman. It also covers the impact of domestic demand, driven by the growing middle class and improving income levels, on the Indian economy.

This section discusses the macroeconomic outlook for India, projecting it to become the world's third-largest economy by 2027-28, supported by foreign investment and trade agreements. The growth is expected to be driven by a significant shift towards the service sector, which is projected to account for over 50% of India's GDP. The text also details supportive government policies, such as the Make in India initiative and Production Linked Incentive (PLI) schemes, which are boosting the manufacturing sector. Furthermore, it outlines the drivers for the tubing components and fittings industry, including expanding capacity in various sectors and the need for robust fluid-handling solutions.

The market for tubing components and fittings is crucial to India's manufacturing and infrastructure ecosystem, enabling the movement of fluids, gases, and refrigerants across various sectors. Key end-use segments include automotive, HVAC, home appliances, industrial machinery, and construction. The industry relies on copper, brass, and aluminium tubing and fittings, which are valued for their thermal conductivity, corrosion resistance, and durability. The market size showed consistent growth between FY2021 and FY2026, driven by rising demand for reliable tubing solutions across consumer and industrial applications.

Domestic manufacturing is expanding due to initiatives like Make in India and PLI schemes, driving consumption of various tubing solutions for various industrial applications. The Indian industrial valves market is expanding, supported by investments in infrastructure and various sectors. Service valves, a core segment, are witnessing steady growth due to increasing industrial automation and infrastructure projects. The market is expected to see strong growth over the next 5-7 years, which aligns with the company's planned expansion into manufacturing these products.

The tubing and fittings industry is strategically positioned to capitalize on rising demand from domestic manufacturing expansion and global market integration, particularly as India shifts towards a design- and technology-driven export hub. Demand is being driven by large-scale public infrastructure projects, the expansion of the renewable energy and hydrogen ecosystem, and supportive government initiatives like the Make in India and Production Linked Incentive (PLI) schemes. The industry operates within a complex regulatory framework that requires adherence to various national and international standards. Furthermore, various government policies aim to strengthen domestic capacity by supporting MSMEs through cluster development, financial credit enhancements, and favorable import duty structures.

The section details the export landscape for copper tubes, pipe fittings, and aluminium tubes, noting that exports have shown a growth trend driven by post-pandemic recovery in global construction and HVAC demand. Key export destinations include the USA, Canada, Saudi Arabia, Germany, Mexico, and Others, with the USA being the largest market. The analysis also covers the competitive positioning of India against global peers in the tubing component trade, indicating an emerging role but lagging behind dominant exporters in certain segments. Furthermore, the industry faces significant challenges related to volatile raw material prices, dependence on OEM cycles, intense import competition, rising compliance burdens, and technological gaps due to limited automation and R&D capacity.

The tubing components and fittings industry is a core intermediate segment in India's industrial chain, with copper and brass tubing maintaining a premium position due to their stability and compatibility in high-pressure applications. Growth is being shaped by structural factors such as replacement demand and the increasing adoption of aluminium tubes in weight-sensitive areas. Key market drivers include the need for efficient cooling systems, advancements in automotive technology, expansion in cold-chain logistics, and stricter quality benchmarks. The competitive landscape is characterized by a mix of organized and unorganized players, with competition increasingly focusing on quality, certification, and value-added solutions rather than just price.

Comfort India Limited, formerly Johnson Controls-Hitachi Air Conditioning India Limited, and Ecofrost Technologies Private Limited supply components for air conditioners, refrigerators, and various other applications like control panel cooling and transport vehicle cooling. The company maintains quality-assured manufacturing processes, holding ISO certifications including ISO 9001, ISO 14001, and ISO 45001, supported by in-house quality assurance laboratories and testing equipment. The management focuses on growth through capacity expansion, product diversification, export growth, automation, and sustainability investments. The company has received several appreciations from OEM customers, such as Haier and Samsung, and has plans to establish a manufacturing facility in Sri City, Andhra Pradesh.

The company's product portfolio focuses on manufacturing tubular components such as HVAC, refrigerator, brass, and VRV components. These components are made from brass, copper, and aluminium and are supplied to various industries including white goods, electrical equipment manufacturing, and metal manufacturing. The company manufactures these products to meet specific customer requirements regarding dimensions, material grades, and performance parameters.

The company serves customers engaged in the manufacture of air conditioners, refrigeration equipment, and other industrial applications, with the HVAC segment being the largest market, accounting for nearly 65% of total demand. The company has a diversified product portfolio spanning white goods (HVAC & Refrigerator), electrical equipment manufacturing, tubing components, metal manufacturing, and others. The company operates five manufacturing facilities across India, strategically located near major OEMs to ensure just-in-time delivery. The company maintains strong relationships with customers and suppliers, and has developed a global sourcing network for raw materials.

The company manufactures a diverse product portfolio including HVAC components, refrigerator components, brass components, and VRV components, which are made from brass, copper, and aluminium for various industries. The company plans to expand its product line to include 2-way and 3-way air conditioner service valves and AC Copper Tubing Assembly to tap into growing markets. To support this, the company is expanding its manufacturing footprint by setting up new facilities in Gujarat and Andhra Pradesh. The company also emphasizes its strong domestic sales growth and plans to utilize net proceeds for debt repayment to improve its financial structure.

The company operates two facilities, one in Bengaluru and another in Sanand, both of which are ISO certified and manufacture HVAC components. The products are categorized into HVAC Components, Refrigerator Components, and VRV (Variable Refrigerant Volume) Components. HVAC components include various tube bends, assemblies, and parts used in room air conditioners, chillers, and cooling systems. Refrigerator components consist of copper tube suction assemblies and steel tube clusters for various refrigeration systems. VRV components involve Refnet Assemblies and Copper Tube VRV Header Assemblies for advanced air conditioning systems. Finally, brass components are manufactured for diverse industrial applications, including refrigeration and air-conditioning systems.

The company manufactures various brass components, which are used internally for assembling HVAC components, and also sells brass components to other sectors like electrical, electronics, and HVAC systems. The manufacturing process involves several controlled and sequential operations, starting from procuring raw materials like tubes and in-house manufacturing of brass billets and rods. These materials are then subjected to cutting, sizing, forming, bending, machining, brazing, surface treatment, and final inspection before packing and dispatch. The company details the installed capacity and utilization across different facilities, including those in Noida, Pune, Bengaluru, and Sanand.

The company implements a three-stage quality control process involving receiving inspection, in-process inspection, and final inspection/pre-dispatch inspection to ensure product conformity. They utilize specialized machinery like height gauges, micrometers, and digital vernier calipers for various tests. The quality check team consists of 70 employees as of March 31, 2026, and they provide training on quality norms. The company holds several ISO certifications, including ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018, for its manufacturing facilities. They serve more than 60 customers across various industries, including OEMs for white goods, electrical equipment, and metal manufacturing. The sales process involves gathering detailed customer requirements, and the company engages with customers through market research and industry events to qualify vendors.

The company faces competition from entities operating in the tubular components and fittings industry in India, with key competitors identified as KRN Heat Exchanger and Refrigeration Limited and The Anup Engineering Limited. The company maintains various insurance policies to cover risks associated with the manufacturing industry, including work accidents, fire, theft, earthquake, flood, terrorism, and other force majeure events, in addition to public liability insurance and insurance for shipped consignments. The company has adopted a Corporate Social Responsibility (CSR) policy and has made contributions towards CSR activities in fiscal years 2026, 2025, and 2024. The text also details various intellectual property aspects, including trademarks, pending applications, and agreements for the use of design rights for a multi-location linear movement brazing machine. Furthermore, the text lists numerous licenses and agreements for immovable properties across various locations in India.

This section outlines various Indian laws and regulations that govern different aspects of business operations, including foreign trade, foreign investment, legal metrology, industrial undertakings, labour relations, intellectual property, and securities markets. It details the framework provided by various acts such as the FEMA, GST, Income Tax Act, and various Labour Codes. Furthermore, it covers laws related to trademarks, patents, designs, and the regulatory framework for securities markets established by SEBI.

The section primarily details various Securities and Exchange Board of India (SEBI) regulations that the company must comply with, including provisions related to insider trading, fraudulent and unfair trade practices, substantial acquisition of shares and takeovers, issuance and listing of securities, and securitized debt instruments. It also mentions compliance with other laws such as the Companies Act, foreign exchange laws, contract laws, anti-trust laws, the Information Technology Act, 2000, and various central and state tax laws.

The company, originally incorporated as ‘J Pan Tubular Components Private Limited’ in Delhi, underwent several significant changes, including a shift in its registered office from Delhi to Uttar Pradesh in 2022. Subsequently, it was converted into a public limited company, and its name was changed. The company's Memorandum of Association has seen numerous amendments over the last ten years, detailing changes in its objects and authorized share capital. Key corporate milestones include the commencement of various manufacturing operations, the establishment of new facilities, and a significant amalgamation event. The company has not experienced any defaults on borrowings and has not faced time or cost overruns in its operations.

The company has not undertaken any material business acquisitions or divestments in the last ten years, nor have it engaged in mergers or amalgamations in the same period, with the exception of a specific amalgamation process. Sai Ganesh Exports Private Limited was incorporated in Delhi on January 7, 1993, and its registered office was later shifted to Uttar Pradesh, with a change in registration certificate in December 2014. A significant corporate event involved the acquisition of Sai Ganesh by the company on December 2, 2024, followed by a scheme for its merger, which was approved by the Board and shareholders, leading to an amalgamation sanctioned by the Regional Director on May 27, 2025, with an appointed date of April 1, 2025. The company currently has no holding company, subsidiaries, or joint ventures, and confirms the absence of various agreements and conflicts of interest.

This section defines various terms and abbreviations used in the Draft Red Herring Prospectus. It specifies that certain terms will have meanings ascribed under various regulations, including the SEBI ICDR Regulations, the Companies Act, and others. It details definitions for terms related to the company, such as the company name, registered office, various facilities, key personnel, and different types of investors and bids.

This section details various terms related to the book-building process and the offer structure. It specifies that Hem Securities Limited is the Book Running Lead Manager for the offer. It outlines different types of bidders, including Retail Individual Bidders (RIBs), Non-Institutional Bidders (NIBs), and Qualified Institutional Buyers (QIBs). The terms also define various accounts, parties, and the process for finalizing the offer price and allotment.

This section primarily defines various terms used within the context of the offering documents. It details terms related to securities complaints, various banks, bidding mechanisms, and the parties involved in the offering process. It also defines various financial and legal concepts, including different types of investors, accounting standards, and regulatory bodies.

This section primarily details conventions regarding the use of financial information and market data within the Draft Red Herring Prospectus. It specifies that references to India pertain to the Republic of India and its territories, and references to the Government are to the relevant central or state governments. It also clarifies that references to the U.S. pertain to the United States of America and its territories. Furthermore, it sets forth conventions for time, stating that unless otherwise specified, time references are in Indian Standard Time (IST), and years are generally calendar years.

This section primarily discusses currency exchange rates, industry data sources, and forward-looking statements within the Draft Red Herring Prospectus. It details the sources for industry and market data, noting that some data is derived from a report commissioned and paid for by the company. The text includes numerous risk factors related to customer dependency, raw material supply, labor, and market downturns. Furthermore, it outlines various forward-looking statements and cautions investors against placing undue reliance on these projections due to inherent risks and uncertainties.

This section provides details regarding the company's registered office, the details of its Board of Directors, and various compliance and intermediary entities involved in the offer process. It lists the addresses for the Registered Office and the Registrar of Companies, along with the names and designations of the Board members. Furthermore, it outlines various procedures and lists concerning Book Running Lead Managers, Legal Counsel, and Designated Intermediaries related to the issuance.

This section details various procedural and compliance aspects related to the issuance process, including the status of consents, changes in statutory auditors, and the appointment of various entities. It outlines requirements for monitoring the utilization of gross proceeds and clarifies that no credit rating is required for the offer of equity shares. Furthermore, it specifies the process for book building, including how the price band and minimum bid lot will be determined in consultation with the Book Running Lead Manager.

This section details the authorized and issued share capital, including equity and preference shares, as of the date of the Draft Red Herring Prospectus. It outlines various historical allotments and issues of equity shares, such as initial subscriptions, asset takeovers, bonus issues, and rights issues. Furthermore, it provides a history of preference share capital, showing allotments and redemptions over time. The text also mentions authorizations and consents related to the offer for sale of promoter selling shareholders.

The Offer comprises a fresh issue of equity shares and an offer for sale by the Promoter Selling Shareholder. The net proceeds from the fresh issue are proposed for various purposes, including funding capital expenditure for facility expansion, repayment of borrowings, and general corporate purposes. The utilization of these funds is based on internal management estimates, and the deployment schedule is indicative. The proposed funding for capital expenditure towards expanding the Sanand Facility is estimated at ₹4,268.60 lakhs.

The section details various quotations received from suppliers for different components related to the proposed expansion, totaling ₹271.37 lakhs. It also outlines the necessary government approvals and permissions required for the project, which are currently in an early stage. The quotations are valid for specific periods, and there is a risk of cost escalation due to vendor changes or market fluctuations, which would be covered by internal accruals. Furthermore, the company intends to deploy the entire net proceeds towards the stated objects.

The section details various utilization certificates and consents required for the proposed activities, including approvals from the Andhra Pradesh Industrial Development Corporation, State Pollution Control Board, and various State Pollution Control Boards. It also outlines conditions regarding quotations, cost escalations, and the flexibility of management to revise estimates. Furthermore, the text specifies the proposed schedule for implementation, covering land acquisition, construction, procurement, delivery, installation, trial runs, and commercial operation. The section also discusses the utilization of net proceeds, including provisions for debt repayment and the allocation of a portion towards general corporate purposes.

The section discusses the handling of funds raised, specifically regarding bridge loans, and the monitoring of the utilization of gross proceeds as required by SEBI regulations. It outlines procedures for appointing a credit rating agency to monitor fund utilization and the subsequent reporting requirements to the Audit Committee and the Monitoring Agency. Furthermore, it details the disclosure requirements for the utilization of gross proceeds in the balance sheet and quarterly financial results, including reporting on unutilized amounts. The text also covers provisions for changing the objects of the offer and clarifies that no consideration will be paid to promoters or management for the utilization of net proceeds.

The provided section details various Key Performance Indicators (KPIs) for the company, including financial and operational metrics, which are used to track and monitor performance. It also outlines definitions for these KPIs and provides comparisons of these KPIs against listed industry peers. Furthermore, the text discusses the history of additions or dispositions to the business, noting an amalgamation in Fiscal 2026. Finally, it covers aspects related to the weighted average cost of acquisition and floor/cap prices for equity shares.

This section details the justification for the offer price, explaining how the Cap Price is determined relative to the weighted average cost of acquisition of equity shares. It outlines three different methods for this comparison, relating the Cap Price to the weighted average cost based on performance against company KPIs, financial ratios, or external factors. Furthermore, the text discusses the offer price determination process involving consultation with the BRLM and the justification provided to support this price in the context of the Draft Red Herring Prospectus.

This section details various special tax benefits available to the Company and its shareholders under different provisions of the Income-tax Act, 1961, and the Income-tax Act, 2025. It outlines provisions related to lower corporate tax rates for domestic companies and the applicability of Minimum Alternate Tax (MAT) credits. Furthermore, it discusses tax implications for capital gains arising from the transfer of equity shares and dividend income for shareholders.

This section details the independent auditor's examination report on the restated financial information of J Pan Tubular Components Limited for the purpose of the Draft Red Herring Prospectus (DRHP). The report confirms that the financial information was compiled from audited standalone and consolidated statements for the years ended March 31, 2026, 2025, and 2024, in accordance with Indian Accounting Standards (Ind AS). The auditors confirmed that no adjustments were required for modifications in the underlying audit reports, and the financial information was prepared in compliance with relevant laws and regulations.

This section provides restated financial statements for the years ended March 31, 2026, 2025, and 2024, covering the Profit and Loss, Balance Sheet, and Cash Flow statements. The Profit and Loss statement shows revenue from operations, various expenses, and the resulting profit before tax and for the period. The Cash Flow statement details cash generated from operating, investing, and financing activities, along with net changes in cash and cash equivalents.

This section provides introductory information regarding the report, the company's history, and the accounting policies used for the restated financial statements. It details the company's conversion from a private to a public limited company and outlines the standards under which the financial information was prepared for the Draft Red Herring Prospectus (DRHP).

This section details the accounting policies, grouping, and measurement bases used by the company in preparing its Restated Financial Statements. It clarifies that accounting policies have been consistently applied and adjusted to reflect uniform policies across different periods. The text outlines adjustments made to profits and losses, reclassifications of items, and the resulting tax impact, all in line with SEBI ICDR Regulations. Furthermore, it describes the basis of consolidation for subsidiaries, including the line-by-line addition of book values and the elimination of intercompany transactions. Various judgments and estimates are required for financial statement preparation, including those related to asset useful lives, lease terms, tax interpretations, and actuarial valuations for defined benefit plans.

This section details various accounting treatments related to financial instruments, property, plant and equipment, and intangible assets as per accounting standards. It covers recognition, measurement, subsequent measurement, and derecognition criteria for financial assets and liabilities, including different classifications based on business models. Furthermore, it outlines policies for impairment of financial assets, such as the simplified approach for recognizing impairment losses based on lifetime Expected Credit Losses (ECLs).

This section details various accounting treatments and disclosures related to different aspects of the financial statements, including impairment testing for intangible assets, inventory valuation methods, revenue recognition, lease accounting standards, foreign currency translation, tax provisions, and earnings per share calculations. It also covers the treatment of borrowing costs and cash and cash equivalents.

This section details various aspects of the financial statements, including definitions related to cash, government grants, contract liabilities, and the qualifications of statutory auditors. It outlines the company's financial risk management policies concerning market, credit, and liquidity risks. The text provides comparative data on foreign currency exposure, interest rate exposure, and commodity price risk, alongside details on trade receivables, financial instruments, and liabilities.

This section details the company's financial instrument classification, capital management policies, and adjustments made to the audited financial statements. It outlines the classification of financial instruments under Ind AS 113, noting that fair value disclosures were not required in certain instances. Furthermore, it presents various tables showing changes in borrowings, equity, and net debt over several years. A significant portion of the text is dedicated to the adjustments made to shareholder's funds and the profit and loss statement, including various items like interest on lease liability, amortization, and provisions for tax and credit losses.

This section details various financial components of the company's balance sheet and assets as of different dates. It includes information on intangible assets, right-of-use assets, non-current financial assets, and inventories. Furthermore, it provides breakdowns of trade receivables, including their ageing schedule and allowances for expected credit loss, for the fiscal years ending March 31, 2026, and March 31, 2025.

This section details various balance sheet and cash flow components as of March 31, 2024, 2025, and 2026. It includes schedules for trade receivables ageing, cash and cash equivalents, bank balances, other current assets, equity details, and non-current financial liabilities. The data provided covers outstanding receivables, cash positions, fixed deposits, various advances, prepaid expenses, share capital, and retained earnings, alongside details on borrowings.

This section details various financial and liability aspects of the company, including property charges, interest rate provisions, and outstanding loans. It outlines specific details regarding various financial facilities from different banks, including term loans and cash credit facilities, along with the corresponding outstanding amounts over several reporting periods. Furthermore, it provides information on lease liabilities, non-current provisions for employee benefits, and current financial liabilities such as borrowings and trade payables.

This section details various financial liabilities, provisions, and revenue recognition components for the company across different accounting periods. It includes information on dues to Micro, Small & Medium Enterprises (MSME), other financial liabilities, provisions for employee benefits, and current tax liabilities. Furthermore, it presents the revenue from operations, broken down by product type, and details regarding the timing of revenue recognition and the performance obligations related to the sale of goods and services. Finally, the text provides data on other income, cost of material consumed, changes in inventory, employee benefits expenses, and various finance costs.

This section details various expenses and tax provisions for the company across three fiscal years, including 2026, 2025, and 2024. Depreciation and amortization expenses are provided, along with a comprehensive list of other operating expenses such as advertisement, bank charges, freight, and various repair costs. The tax expense details include current and deferred tax components, and the calculation of tax expense based on accounting profit. Furthermore, the data includes information on Earnings Per Share (EPS) and various commitments and contingent liabilities.

This section details various aspects of the company's financial reporting, including Corporate Social Responsibility (CSR) expenditures, related party transactions, and provisions related to employee benefits like gratuity leave. It outlines the amounts spent on CSR activities for the years 2025-26, 2024-25, and 2023-24, noting the beneficiaries. Furthermore, it lists details of transactions with related parties such as remuneration, dividends, interest on loans, and the purchase/sale of goods. Finally, it provides extensive details on the accounting for gratuity leave liabilities, including changes in present value of obligations and sensitivity analysis related to discount rates and salary increases.

This section presents various financial metrics for the company across fiscal years, including profit attributable to equity shareholders, earnings per share, deferred tax assets, and various liquidity and solvency ratios. It also details information regarding leasing arrangements and compliance with certain regulatory and corporate governance provisions.

This section details various financial ratios and compliance aspects, including comparisons between different fiscal years and the details of a scheme of amalgamation. It outlines how certain ratios are calculated based on different components like Profit Before Tax (PBT) and Capital Employed, and specifies the variance drivers for various ratios. Furthermore, it describes the process of amalgamating Sai Ganesh Exports Private Limited into the Company, including the rationale, accounting treatment under the pooling of interest method, and the consolidation of assets and liabilities.

This section details various financial and capitalization aspects of the company, including liabilities, equity, and borrowings. It covers the transition to Ind AS, reconciliations of equity and profit and loss, disclosures regarding transactions with related parties, and information on the outstanding borrowings as of March 31, 2026. Furthermore, it provides details on the capitalization structure and the nature of the borrowings availed by the company.

This section primarily details various contractual and legal aspects related to the company's borrowing arrangements, including prepayment provisions, restrictive covenants, and events of default. It outlines several restrictive covenants that the company must adhere to, such as restrictions on reorganizations, investment in other entities, and changes to the company's control or capital structure. Furthermore, it lists various events of default, such as failure to make payments or breach of covenants, and the potential consequences thereof, including the lender's right to recall facilities or enforce security interests. The text also provides context on the company's business operations, including the nature of its product portfolio, manufacturing facilities, and the history of its business development.

This section provides a comparison of financial performance metrics for Fiscal 2026, Fiscal 2025, and Fiscal 2024, including key performance indicators and operational details. It details revenue from repeat customers, various profit margins (PBT, PAT, EBIT, EBITDA), profitability ratios like Return on Net Worth and Return on Capital Employed, and operational capacity utilization across different product lines. The text also highlights risks related to customer concentration, dependence on HVAC components, raw material sourcing, and dependence on the health of end-user industries.

This section details the components of the financial statements across different fiscal years, showing capacity utilization across various facilities. It outlines the significant accounting policies adopted, including compliance with Indian Accounting Standards (Ind AS) and various regulatory requirements. The text also discusses the basis of preparation, consolidation methods, and the use of estimates and judgments in financial statement preparation.

This section details various accounting policies and judgments related to different aspects of the financial statements, including lease terms, tax uncertainties, employee benefit plans, financial instrument fair value measurement, impairment testing, asset and liability classification, revenue recognition, and treatment of various income and expense items. It outlines specific criteria for classifying assets and liabilities as current or non-current, defines the operating cycle, and specifies how revenue is recognized based on contracts and performance obligations. Furthermore, it covers the recognition of various income streams, the treatment of employee benefits like gratuity and leave encashment, and the accounting for property, plant, and equipment, depreciation, and intangible assets.

This section details the accounting treatments for various financial instruments and liabilities under the applicable accounting standards. It outlines criteria for classifying financial assets based on cash flow characteristics, defines rules for their subsequent measurement, and specifies conditions for their derecognition. The text also covers the initial recognition and subsequent measurement of financial liabilities, including different classifications like fair value through profit or loss and amortized cost. Furthermore, it discusses the accounting for trade payables, the impairment of assets, and the recognition and accounting for leases, differentiating between right-of-use assets and lease liabilities.

This section details various accounting treatments and risk management policies relevant to the financial statements. It covers the translation of foreign currency transactions, the recognition of income tax, provisions and contingent liabilities, earnings per share calculations, borrowing costs, cash and cash equivalents, and cash flow statement preparation. Furthermore, it outlines the company's financial risk management framework, including market, credit, and liquidity risks, and the management's policies for mitigating these risks.

This section details the components of the Profit and Loss statement, including various income and expense lines, and presents results for fiscal years 2026, 2025, and 2024. The company classifies financial instruments according to Ind AS 113 levels, and the data provided shows significant year-over-year changes in revenue, expenses, and profit. Specific details are provided on how revenue and income components evolved between the fiscal periods.

The financial statements show significant growth in revenue and expenses between Fiscal 2024 and Fiscal 2025, with other finance costs increasing substantially. Depreciation and amortization expenses rose by 26.10%, driven by increases in depreciation on Property, Plant and Equipment. Various operating expenses saw considerable fluctuations, with some items increasing significantly while others decreased. Profit after tax showed a substantial increase, and non-GAAP measures like EBITDA and Return on Capital Employed were provided for comparison across fiscal years. Liquidity and capital resources were assessed, showing various balances and liabilities as of March 31, 2026.

Investors should be aware that the risks described in the prospectus are not exhaustive and could adversely affect the company's business, financial condition, and cash flows. The company relies heavily on its relationships with its top customers, and the loss of any of these key customers could have a material negative impact. The company's revenue is significantly dependent on the HVAC components segment, which accounts for the majority of its operations. Furthermore, the company's business operations are linked to the health and performance of the industries in which its customers operate.

The company acknowledges potential slowdowns or downturns in the relevant sectors, which could result from economic factors, alternative technologies, or changes in consumer behavior, potentially leading to reduced demand for its products. A significant risk is the dependence on third-party suppliers for raw materials, where disruptions or price fluctuations could negatively impact operations and financial performance. Furthermore, the company is exposed to foreign exchange rate volatility and potential restrictions or embargoes imposed by the Government of India on raw material imports. The company also faces risks related to supplier relationships, including the inability to negotiate favorable terms or the potential for quality issues in procured materials. Labor-intensive operations introduce risks related to contract labor availability, wage costs, and compliance with stringent labor laws and regulations. Finally, the company lacks long-term customer agreements, making future revenue dependent on ongoing customer relationships, and there is a risk of needing additional capital and facing financing difficulties.

The company's revenue is heavily concentrated in a few domestic states, primarily Maharashtra, Rajasthan, and Uttar Pradesh, posing a risk due to potential disruptions from internal or external factors. Furthermore, the company faces various business and operational risks when expanding into new markets, including issues with business associates, market entry barriers, and regulatory compliance. There is also exposure to foreign currency exchange rate fluctuations, which can impact operating results, and risks associated with potential delays in paying statutory dues.

The company intends to use a significant amount of net proceeds for funding capital expenditure for expanding its Sanand facility and setting up a new manufacturing plant in Andhra Pradesh. The estimation for the total cost of this capital expenditure relied on quotations from third parties and has not been formally appraised by any independent financial institution. There is a lack of assurance regarding the timely placement of orders for machinery or plants for the new facilities, which could lead to delays in the deployment of funds. Furthermore, the company faces risks related to the accuracy of third-party quotations and the potential for contract changes with vendors. Operational risks include potential disruptions from shortages of essential utilities like power and fuel, which could impact production costs and output.

The section details various risks related to capacity utilization, customer specifications, operational hazards, and legal/regulatory issues. Risks include the potential for under-utilization of manufacturing capacities to negatively impact costs and profitability. There are concerns regarding the ability to meet precise technical specifications required by customers, which could lead to order cancellations or reputational damage. Furthermore, the operations involve inherent dangers, and there is a risk of accidents, property damage, or environmental harm. The company also faces risks related to ongoing or future litigation, intellectual property disputes, and potential disruptions from government policies or supply chain issues.

The company faces competition from domestic players in the tubing components and fittings industry, which may negatively impact its business and financial condition through pricing pressures. The company relies heavily on the experience and skill of its management team, and there is a risk related to the difficulty in attracting or retaining skilled personnel due to intense competition for such talent. Furthermore, the company is subject to various environmental, health, and safety laws, and non-compliance could lead to significant penalties or operational disruptions. There are concerns regarding the adequacy of insurance coverage to protect against potential losses, and risks associated with anti-corruption laws that could result in legal penalties. Finally, the company has unsecured loans that are repayable on demand, posing a risk to its liquidity.

The company faces risks related to its debt structure, including potential difficulties in securing alternative financing if unsecured loans are recalled, which could negatively impact cash flows. There are concerns regarding employee misconduct, including fraud and non-compliance with regulations, which could lead to penalties and reputational harm. Furthermore, there are past instances of non-compliance with statutory filings and dividend payment regulations under the Companies Act, 2013. Operational risks include dependency on third-party logistics providers, exposure to transportation disruptions, and potential increases in freight costs affecting margins. The company is also subject to risks associated with lease agreements, including potential non-renewal or relocation issues, and the possibility of increased regulatory costs. Finally, there are contingent liabilities that could materialize, and concerns about the reliability of industry data used for investment decisions.

The company faces risks related to the sale of equity shares by promoters, which could negatively impact the market price. There are concerns regarding the reliability of the company's information technology systems, which are essential for operations, and the potential for disruptions from various events. The ability to pay future dividends is contingent upon future earnings, cash flows, and financing terms, with no guarantee of dividend payments. Furthermore, the company is subject to various legal and regulatory risks, including changes in laws, potential liability for environmental issues, and the impact of new labor codes. The business is also exposed to macroeconomic risks such as slowdowns in the Indian economy, geopolitical conflicts, and volatility in global markets, which can affect raw material costs and demand.

The company faces various risks stemming from the Indian regulatory and economic environment. These include potential adverse impacts from competition laws, which could lead to penalties for certain business practices. Furthermore, the business's performance is highly dependent on the Indian economy, making it vulnerable to economic uncertainties, political instability, and macroeconomic fluctuations. Risks also encompass currency fluctuations, interest rate changes, trade tariff measures, and potential disruptions to operations due to social or political factors. Finally, there are significant risks related to the listing and trading of equity shares, including market volatility, surveillance measures by stock exchanges, and potential dilution from future share issuances.

The text outlines various restrictions and conditions related to the bidding and allotment process for the equity shares, distinguishing between different investor categories. It details restrictions on the withdrawal of bids by Qualified Institutional Buyers (QIBs) and Retail Individual Investors, and the potential impact of adverse economic or business conditions on the allotment timeline. Furthermore, it discusses foreign investment restrictions and the potential for volatility in the stock market following the offer.

The provided text details the restated statements of assets, liabilities, profit and loss, and cash flows for the company for the years ending March 31, 2026, 2025, and 2024. The financial statements show significant changes in assets and liabilities, including inventory levels, receivables, and various financial obligations. The profit and loss statement indicates a profit for the period from continuing operations, with details on income, expenses, and tax provisions. The cash flow statement reconciles the net cash from operating, investing, and financing activities.

This section summarizes contingent liabilities and related party transactions for the fiscal years 2026, 2025, and 2024. It details claims against the company, letters of credit given, and demand for excess Input Tax Credit (ITC). Furthermore, it lists various remunerations, dividends, and sitting fees paid to related parties, as well as interest and loan transactions with other entities. The data also includes information on the amalgamation of Sai Ganesh Exports Private Limited and disclosures regarding related party transactions as per Ind AS 24.

This section outlines the disclosure regarding outstanding litigation, regulatory actions, and tax proceedings. It specifies that certain proceedings, including criminal cases, statutory actions, and disciplinary actions against the Company, Promoters, and Directors, are not outstanding as of the date of the DRHP. It details a specific pending complaint filed against an individual, and also discusses a Materiality Policy adopted by the Board for identifying material litigation, which involves monetary thresholds based on turnover, net worth, or profit/loss. Furthermore, it details criteria for considering outstanding dues to creditors as material, based on a percentage of total trade payables.

The section details various governmental and regulatory approvals, licenses, registrations, and permits obtained by the Company for its business operations in India. This includes details on incorporation, tax registrations, labour approvals, and various material licenses related to business activities. The text lists numerous approvals across different states and facilities, including certificates, registrations, and consents from various government bodies such as the Ministry of Micro, Small and Medium Enterprises, Income Tax Department, Employees’ Provident Fund Organisation, Employees’ State Insurance Corporation, and various State Pollution Control Boards and Labour Departments.

The section details the status of various intellectual property matters, including trademarks and patents. Regarding trademarks, several have been objected to or opposed, while some overseas trademarks are pending. Furthermore, the company and its promoters have entered into Design Rights Agreements for the use of certain designs, and several patent applications have been filed with the Indian Patent Office, with some granted and others pending.

This section details various regulatory approvals and confirmations concerning the Draft Red Herring Prospectus, including authorizations from the Board and Shareholders. It confirms that the Promoter Selling Shareholder has met eligibility criteria for the Offer for Sale by holding the shares for over a year. Furthermore, the company has secured in-principle listing approvals from BSE and NSE. The text also confirms compliance with various regulations related to financial misconduct and outlines agreements for the dematerialization of equity shares.

The section primarily addresses various restrictions related to the offering and sale of Equity Shares, including limitations on who can bid and the nature of the transactions. It clarifies that the Equity Shares are not registered under U.S. securities laws and are offered in 'offshore transactions' relying on Regulation S. Furthermore, it outlines requirements for bidders to adhere to investment limits and restrictions on selling or transferring Equity Shares or related economic interests. The text also details procedures for submitting the Draft Red Herring Prospectus to stock exchanges and the subsequent inclusion of disclaimer clauses. It further discusses timelines for completing listing formalities and the consequences for delays in refunds or approvals.

The section details various aspects related to investor grievances, redressal mechanisms, and the framework governing the issuance and allotment of equity shares. It outlines procedures for investors to contact the Company Secretary, Compliance Officer, Book Running Lead Manager (BRLM), or the Registrar to the Offer regarding various issues. Furthermore, it specifies compensation mechanisms for delays in unblocking funds, particularly concerning issues arising from the UPI Mechanism for public issues, and clarifies the liability of various parties in resolving these grievances.

The section details the company's compliance with various disclosure and accounting norms as specified by SEBI. It outlines the rights of equity shareholders, including the right to dividends, voting rights, and transferability of shares, subject to applicable laws. The text specifies that equity shares must be allotted only in dematerialized form, and details agreements entered into with Depositories and Registrars for the offer process. It also covers aspects related to market lot and trading lot, joint holders, and jurisdiction for the offer process.

The section details various aspects of the offer structure, including the process for allocating equity shares to different categories of bidders, such as QIBs, Non-Institutional Bidders, and Retail Individual Bidders. It outlines specific rules regarding the minimum subscription levels, the proportion of the offer available for allocation to various investor types, and the mode of bidding, which is primarily through the ASBA process. Furthermore, it specifies conditions for the allocation of shares, including provisions for reserving portions for specific investor types and the handling of under-subscription.

This section details various rules and procedures related to the public issue, including allocation rules for different investor categories, requirements for joint bids, and various SEBI regulations. It outlines specific rules regarding the collation of bids from FPIs and the conditions under which bids from different categories can be combined or spilled over. Furthermore, the text extensively covers the phased implementation of the Unified Payments Interface (UPI) mechanism for public issues, including timelines and procedural changes. It also specifies requirements for investor grievance redressal related to the UPI mechanism and the process for payment of processing fees to Sponsor Banks.

This section details various procedural requirements and restrictions concerning the submission of bids, particularly focusing on the use of UPI mechanisms and the handling of funds. It outlines rules for various bidder categories, including requirements for providing UPI IDs, ensuring sufficient funds in bank accounts for fund blocking, and the roles of Designated Intermediaries. Furthermore, it specifies rules regarding the processing of applications, the acceptance of bids by Stock Exchanges, and reconciliation processes involving various entities like Sponsor Banks and NPCI.

This section details various restrictions and requirements concerning the participation of different types of investors in the offer, including FPIs, insurance companies, banking companies, and various fund types. It specifies conditions for bid submissions, such as attaching required regulatory certificates, and outlines rules for handling multiple bids and investment limits. Furthermore, it clarifies that bids must adhere to investment limits prescribed by applicable laws and regulations, and certain investors are barred from participating under specific conditions.

This section outlines numerous instructions and conditions for various bidders, including QIBs, Non-Institutional Bidders, and UPI Bidders, concerning the submission and revision of bids. It details requirements related to the use of ASBA accounts, the proper submission of forms, the verification of bidder details such as PAN and DP IDs, and the authorization processes for blocking funds. Specific rules govern the use of UPI mechanisms, the handling of funds, and the submission channels to Designated Intermediaries.

This section details various procedural aspects related to bids, allotments, and investor grievances under the offer process. It outlines specific timing rules for bids from different investor categories and discusses compensation for delays in unblocking funds. Furthermore, it specifies procedures for resolving issues concerning share certificates, demat credit, and refund orders, directing investors to the Company Secretary and Compliance Officer for such matters. The text also covers requirements for pre-offer and allotment advertisements, including where and how they must be published. Finally, it details undertakings by the company and the promoter regarding the utilization of funds and restrictions on payments to bidders.

This section primarily discusses restrictions on foreign investment in Indian securities, detailing the framework provided by the Industrial Policy, 1991, and FEMA. It outlines that foreign investment is generally permitted without prior approvals in certain sectors, subject to prescribed procedures overseen by the RBI and relevant ministries. Furthermore, it specifies conditions under which the transfer of shares between Indian residents and non-residents may occur, contingent on certain criteria related to the FDI Policy and SEBI guidelines. The text also addresses restrictions on investments from countries sharing land borders with India, requiring prior government approval, and clarifies that the equity shares offered in the public offer are not registered under U.S. securities laws.

This section details various aspects related to the handling of securities, including dematerialization, the recognition of ownership interests, and procedures for transferring shares. It outlines that securities held by a Depository must be dematerialized, and the company is generally not bound to recognize various types of interests in securities. Furthermore, it specifies rules regarding the payment of commissions, the variation of rights attached to different classes of shares, and the procedures for increasing subscribed capital through the issue of new shares. The text also covers the process for transferring shares, including requirements for instruments of transfer and the Board's discretion in refusing to register such transfers.

This section primarily details the company's powers regarding the transfer of shares, including the Board's discretion to endorse transfers or issue new certificates. It outlines the Board's power to decline the registration of share transfers, subject to certain conditions related to company liens. Furthermore, the text covers provisions concerning the payment of calls on shares, including interest on unpaid amounts and the Board's power to revoke or postpone calls. It also addresses the process for transmission of shares upon the death of a member and the subsequent rights of the survivor or nominee.

This section details various procedural aspects related to general meetings, board operations, voting rights, and the handling of company finances and dividends. It outlines the powers of the Board regarding the buy-back of shares, the requirements for calling general meetings, the quorum rules for different member counts, and the procedures for conducting business at such meetings. Furthermore, it covers the appointment and powers of various officers, the rules for signing instruments, and the Board's authority concerning the raising or borrowing of money.

This section details various provisions related to dividend handling, including procedures for unpaid or unclaimed dividends, including transfers to a special account and subsequent transfers to an Investor Education and Protection Fund. It also outlines conditions for forfeiture of dividends and interest payments in case of default in transfers. Furthermore, the section covers various aspects concerning the inspection of company accounts, the maintenance of statutory registers, and the service of documents and notices on members. Finally, it lists numerous material contracts and documents, including various agreements, certificates, resolutions, and reports, which are to be attached to the Draft Red Herring Prospectus.

The provided section primarily contains declarations certifying compliance with various laws and regulations. It includes references to board resolutions, due diligence certificates, and observations from SEBI, which are part of the formal certification process for the Draft Red Herring Prospectus. Several directors have signed declarations affirming that the disclosures are true and correct and that all relevant provisions of the Companies Act and SEBI regulations have been complied with.

This section primarily consists of multiple declarations from various directors and the Chief Financial Officer certifying compliance with various laws and regulations. The declarations affirm that all relevant provisions of the Companies Act and rules, regulations, and guidelines issued by the Government of India or SEBI have been complied with. Furthermore, they certify that the statements made in the Draft Red Herring Prospectus are true and correct.

The provided section consists solely of a declaration by the Promoter Selling Shareholder, Jignesh Panchal, certifying the truth and correctness of statements and disclosures made in the Draft Red Herring Prospectus concerning themselves and the offered shares. The declaration explicitly states that the promoter assumes no responsibility for any other statements, disclosures, or undertakings related to the Company or any other person within the prospectus.

The section details various transactions involving the company's equity shares, including secondary transactions, issues for consideration other than cash or bonus issues, and the structure of promoter shareholding. It specifies that no secondary transactions have occurred since incorporation, and outlines various allotments such as those related to asset takeovers, bonus issues, and transfers between promoters. Furthermore, it details the promoter shareholding, which amounts to 99.99% of the issued equity capital, and establishes a minimum promoter's contribution and lock-in period as required by SEBI ICDR Regulations.

The document outlines several conditions regarding the equity shares offered for the Promoters’ Contribution, including restrictions on the type and timing of shares acquired, and assurances that the offered shares are not subject to any encumbrances. It further details various lock-in periods for equity shares depending on the investor category, such as for Anchor Investors. The text also presents the shareholding pattern of the company, including details on the shareholding of directors and major shareholders, and information on the average cost of acquisition of equity shares by promoters over various periods.

This section details various procedural and structural aspects related to the company's equity shares and the offer process. It clarifies that all equity shares are fully paid-up, and certain parties, such as the Book Running Lead Manager (BRLM) and its associates, do not currently hold company equity shares. The text also outlines restrictions on the participation of promoters and their group in the offer, and limits on further issuance of securities during a specified period. Furthermore, it states that the total number of shareholders is seven and that all promoter equity shares are in dematerialized form.

The company has eight directors, including one Managing Director, three Whole-time Directors, and four Independent Directors, two of whom are women. The document details the particulars of the Board members, including their designations, current terms, and directorship periods. Key personnel profiles describe the experience and functional oversight of each director, noting their past employment history with related entities. The document also confirms that there are no disclosed relationships between the directors and Key Managerial Personnel, nor have any service contracts or payments been made to the directors during the fiscal year 2025.

The section details the revised remuneration and employee benefits for several directors, including Navneet Bhardwaj, Jugal Jignesh Panchal, and Dina Panchal, along with information on sitting fees for Independent Directors. It outlines the structure for remuneration paid to Managing Director and Whole-time Directors, as well as sitting fees for Independent Directors. Furthermore, it specifies the equity shareholding of various directors and key managerial personnel, and details the borrowing powers of the Board. The text also clarifies the interest directors may have in the company's operations and property, and confirms no loans have been availed by directors from the company.

The company affirms that its Directors have no conflicts of interest regarding property leases or raw material suppliers. Furthermore, the Directors have not been on the board of listed companies whose shares were suspended or delisted during their directorships. The company ensures compliance with corporate governance requirements under the Companies Act and SEBI Listing Regulations. The Board has constituted several key committees, including the Audit Committee and the Nomination and Remuneration Committee, which operate under specific terms of reference.

The management section outlines various responsibilities related to human resources, compensation, and governance oversight. These include determining remuneration packages for executive directors, reviewing manpower plans, and ensuring compliance with securities laws regarding insider trading and fraudulent practices. Furthermore, the text details functions related to employee stock option plans and the development of succession plans for the Board and senior management. Several specialized committees, such as the Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee, are described with specific mandates concerning shareholder interests, CSR activities, and risk management systems.

This section outlines the organizational structure of the management, including the Board of Directors and various Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). It lists several individuals such as Navneet Bhardwaj (CFO), Ishan Yadav (Company Secretary and Compliance Officer), and various managers responsible for different functions like Production, Quality Assurance, Human Resources, and Material Management. The text also details the relationship dynamics, service contracts, and compensation arrangements for these personnel.

The section details the information of the Promoters, including Jubin Jignesh Panchal, who is identified as one of the company's Promoters. It also confirms that there has been no change in company control within the preceding five years. The text outlines various aspects regarding the interests of the Promoters, such as their role as Chairman and Managing Director, and confirms that no personal guarantees or property has been provided to the company for loan repayments. Furthermore, it discusses the lack of payments or benefits made by the company to the Promoters during the preceding two years.

The section addresses various aspects of the company's financial disclosures, including the status of tax applications, off-balance sheet arrangements, and various market risks. It details exposure to interest rate risk, foreign currency risk, credit risk, liquidity risk, and market risk, noting that no changes to the manner of managing these risks have occurred. The text also covers capital expenditures, changes in accounting policies, and observations regarding unusual events, segment reporting, and economic changes. Furthermore, it discusses the seasonality of the business and the concentration of revenue derived from top customers.