Tempsens Instruments (India) Limited

This section provides an overview of the industry context, drawing from a report commissioned by the company. It discusses the global and Indian economic outlook, noting recent growth trends, inflation projections, and the impact of trade tensions. The Indian government's budget highlights a focus on infrastructure, manufacturing, and technology to boost domestic production. These policies aim to strengthen India's industrial ecosystem across various sectors.

The provided section discusses the broader economic context of India, highlighting the growing importance of domestic consumption and the trend towards urbanization, noting that India lags behind key global economies in this regard. Economic growth in FY2026 was supported by resilient private consumption, rising public investment, and policy support for various sectors. The manufacturing sector showed steady growth, driven by domestic demand and government schemes, while the agriculture sector remained resilient due to favorable monsoon conditions. Furthermore, the text details the government's push through infrastructure investment, ease of doing business reforms, and the Production Linked Incentive (PLI) schemes to foster a global manufacturing hub.

The global temperature sensors and allied products market is characterized by strong growth, driven by industrial automation, focus on process accuracy, and regulatory compliance. The market is segmented into various product categories, including contact and non-contact sensors, protection components, calibrators, and data loggers. Key industry drivers include stricter safety norms, the growth of the EV and clean energy sectors, and the semiconductor boom. The market exhibits significant regional variations based on local industrial intensity and regulatory mandates across different global regions.

The global temperature sensor market is segmented by end-user application, with various sensor types dominating different industries such as plastic & packaging, glass manufacturing, and defense & space. Key product segments include contact sensors like thermocouples and RTDs, non-contact sensors like infrared sensors, and sensor protection components. The market is evolving due to trends like smart manufacturing, the electrification of transport, and stringent quality regulations, driving demand for precise, real-time thermal monitoring. India's market is projected for significant growth, with non-contact sensors showing faster growth than contact sensors.

The Indian temperature sensors market is diverse, with various segments showing different demand profiles across different industries. Key segments include Chemicals & Petrochemicals, Metals, Power Generation, and Oil & Gas, each requiring specific types of sensors for their operations. The market structure is divided into contact and non-contact sensors, with contact sensors dominating the landscape, while non-contact sensors are growing in areas like EVs and smart manufacturing. Tempsens is a significant player, holding a notable market share in the segment, and the market is shifting towards localized manufacturing and export capabilities.

The Indian temperature sensor market is segmented between domestic firms specializing in traditional contact sensors and multinational corporations dominating high-precision and smart sensing. Demand is being driven by growth in the EV sector and industrial automation, which necessitates advanced monitoring for various industries. Tempsens Instruments is a leading Indian manufacturer of temperature sensors, focusing on contact-based solutions for traditional industries, while also targeting high-growth segments like Pharma and Defense. The market faces challenges related to competitive intensity, import dependence, and the need to balance localization with stringent global standards.

The text details various industrial sectors experiencing capital expenditure cycles and the resulting demand for specialized cables. Key industries driving demand include Oil & Gas, Chemicals, and Power, which require cables to withstand harsh conditions. The market for specialized cables is segmented by product type, with iqLis power cables leading, followed by instrumentation and control cables, and specialty cables for high-risk environments. The global market is projected for significant growth, driven by infrastructure expansion, industry modernization, and stricter safety standards.

The global specialized cables market is segmented by various applications, including infrastructure, automotive, and electronics, with distinct demand profiles for different cable types. Key growth drivers include the surge in industrial automation, the push for stringent international safety standards, and modernization of energy infrastructure. Trends show a shift towards customized, application-specific cable designs and increased adoption of high-temperature and fire-survivable cables. Investment in this sector is focused on expanding manufacturing capacity and R&D for durability and smart functionalities.

Tempsens is positioned as a specialized manufacturer in India for MI-cable-based linear thermal detectors, a niche area with limited global competition. The Indian specialized cables market is experiencing steady growth, driven by sustained capital expenditure across industrial, infrastructure, and renewable sectors. The market is segmented by various cable types, with different segments catering to specific industrial needs such as power transmission, automation, and fire safety compliance. Demand is shaped by unique Indian demand drivers, including widespread low-voltage electrification and increasing fire safety standards.

The text discusses the growth of India's specialized cable export market, driven by rising global infrastructure investments in power transmission, telecommunications, and renewable energy. Key growth drivers include industrial infrastructure expansion, process automation, a shift towards clean energy, and demands for safety and compliance. Emerging trends show that while the B2B segment is organized, it remains fragmented, and customers are increasingly demanding custom-engineered cables. Challenges involve high price sensitivity, a fragmented supply base, raw material volatility, and rising regulatory pressures. Separately, the text covers the electrical heating solutions market, which is crucial for various industries by providing thermal energy for manufacturing and maintenance. Key products include electrical heaters, furnaces, and heating conductors, which are vital across sectors like chemicals, metallurgy, and pharmaceuticals.

The provided text details the diverse applications of heating equipment across various industries, including metals and steel, emerging markets like green hydrogen and battery manufacturing, and the defence sector. Heating equipment is crucial for enabling processes such as ore reduction, steelmaking, casting, and various material treatments. In emerging sectors, the focus shifts towards precision, consistency, and safety in thermal processes, while in defence, it supports materials processing, testing, and specialized manufacturing. Furthermore, heating equipment is vital in the power sector for boiler and steam systems, ensuring safe startups, maintenance, and efficient operation.

The text details various applications of heating equipment across different industries, including the chemical sector, where precise temperature control is crucial for reactions, evaporation, and storage. Heating equipment is used for various processes such as reactor heating, distillation, crystallization, and coating applications. The global industrial electrical heating solutions market is experiencing consistent growth, driven by industrial expansion, automation, and the shift towards cleaner heating systems. Key product segments include industrial heaters, furnaces, and heating conductors/elements, with a growing demand for electric heaters due to decarbonization efforts.

The global industrial heating solutions market is experiencing renewed momentum due to policy shifts, industrial modernization, and decarbonization efforts. Key drivers include governments and industries investing in electrified heating solutions to replace fossil fuel-based systems. This momentum is supported by the integration of renewable energy sources and the focus on upgrading aging industrial infrastructure. Specific policy frameworks, such as the European Commission's Clean Industrial Deal, are pushing industries toward high-efficiency electric and hybrid solutions.

The text discusses various trends and investment activities within the heating solutions industry, noting the impact of evolving regulations on industrial heating infrastructure, including the shift towards electrification and adherence to stricter safety standards. There is a surge in demand for industrial heating equipment across sectors like steel, electronics, batteries, chemicals, and renewable energy, particularly in Asia Pacific and LATAM. Furthermore, the Indian market shows steady expansion driven by modernization and efficiency goals, with opportunities in advanced, customizable heating technologies. Key investment trends highlight the need for companies to develop energy-efficient electric heating solutions to support industrial decarbonization.

The analysis covers several key industrial sectors in India, including Metals & Steel, Cement, Emerging/Green Hydrogen, Defence, Glass, Chemical, and Power. The Metals & Steel sector is driven by infrastructure and urbanization, with numerous upcoming projects across various scales. The Cement sector anticipates sustained growth supported by construction and housing demand, focusing on efficiency. The Green Hydrogen sector is emerging as a clean-energy pillar, with significant government tenders and capacity commitments. The Defence sector is seeing investment in sustainable infrastructure for military installations. The Glass industry is modernizing to meet demand from various sectors. The Chemical sector is growing due to demand for polymers and specialty chemicals, with focus on process optimization. Finally, the Power sector is experiencing accelerated growth due to rising electricity demand and government support for capacity expansion, particularly in the nuclear segment.

The analysis covers upcoming projects in the Indian power sector, including various nuclear power developments, and the demand for heating equipment across several industrial segments. Key findings detail the electrification potential within these sectors, noting that while high-capex systems are less electrifiable, auxiliary and low-capex systems offer opportunities for substitution with electric solutions. The overall market for electrified heating equipment across diverse sectors is estimated to be substantial.

The overall demand potential for electrifiable heating solutions in India is estimated to be INR 27,392 Cr over the period FY2026E–FY2031E, derived from both new capital expenditure (CAPEX) projects and replacement demand from existing equipment. This market opportunity is segmented into various product categories, with heaters constituting the largest share, followed by furnaces and heating conductors. The market is expected to remain resilient as it combines demand from new projects and recurring replacement cycles, emphasizing the importance of considering both aspects when evaluating long-term potential.

The section details the competitive landscape within the Indian industrial heating market, noting that domestic players benefit from competitive pricing and established customer relationships, while global companies compete on differentiated technologies and performance. Entry barriers in the thermal engineering sector are high, requiring extensive qualification processes from end-users. Tempsens is highlighted as a major manufacturer of electrical heaters in India, with a production capacity of 3,16,000 units per annum as of March 31, 2026, and is also involved in R&D for medium-voltage heaters. The market is import-dependent, with a significant portion of imports coming from established international players.

Thermon Group Holdings, Inc. is a global leader in industrial process heating solutions, specializing in process heating, flow assurance, temperature maintenance, freeze protection, and environmental monitoring for process industries worldwide. The company offers a diverse portfolio of products including heat tracing cables, boilers, industrial blankets, and various heating products under several brands. Thermon maintains a diversified global manufacturing network with numerous facilities and operates a core network in the USA, Canada, Europe, and India. The company holds a significant position in the Indian market, being the largest manufacturer of contact and non-contact temperature sensors by revenue and having a substantial market share in the temperature sensor segment.

The company's products are used across numerous industries including power generation, steel, oil & gas, aerospace, pharmaceuticals, automotive, cement, glass, food processing, nuclear, and defence. Key products include nickel alloy conductors, heat trace cable, and mineral insulated metal sheath cable. Revenue is split across three main verticals: temperature sensing solutions, electrical heating solutions, and specialized cables. The company utilizes a dual approach involving Project/OEM engagements for high-barrier market entry and a recurring MRO replacement business. The company has established a broad global footprint through subsidiaries and joint ventures, with manufacturing units located in India and overseas. The company also maintains robust intellectual property through ongoing R&D activities.

The company has demonstrated growth in its financial performance, with revenue increasing significantly between Fiscal 2024 and Fiscal 2026. The business operates with a diversified product portfolio across several verticals, including temperature sensing solutions, electric heating solutions, and specialized cables. The company holds a strong market position as a leading manufacturer of contact and non-contact temperature sensors in India, with some segments showing significant market share. The business model emphasizes customized, make-to-order production, which creates high entry barriers for competitors.

The company has developed various products through R&D efforts over the last three fiscal years, including fibre optic temperature sensors, aerospace grade cables, and catalyst bed heaters for space applications, alongside customized solutions for automotive suppliers. The company maintains a broad global presence through strategic alliances, joint ventures, subsidiaries, and a diverse customer base, which facilitates market entry and cross-selling opportunities. Key developments include the integration of Marathon Heater, which expanded capabilities in electrical heating solutions, and the acquisition of stakes in Pyrosens and Accurate Opto, which provided access to non-contact temperature sensor technologies. The company has expanded its manufacturing capabilities through acquisitions and joint ventures, resulting in a significant global footprint and the ability to serve diverse industries.

The company focuses on providing automation and infrared temperature detection technology for various industrial sectors. The demand for electric heaters is increasing due to global decarbonization efforts, positioning the company as a leader in this area, especially for process heaters. The strategy involves expanding production capacity, automating manufacturing processes, and strengthening global distribution and after-sales engineering support. The company is also pursuing international expansion into new markets and diversifying its customer base into sectors like green hydrogen and ammonia manufacturing. Growth is being driven by both organic improvements and inorganic initiatives, including mergers, acquisitions, and joint ventures to gain market share and access advanced technology.

The company offers a diverse range of instrumentation products, including level switches, diaphragm seals, fiber optic temperature sensors, heat flux sensors, and various electrical heating solutions. These products are targeted for use in sectors such as water treatment, power, and steel industries. The company also manufactures and integrates various components, including thermocouples, various metal sheath cables, and specialized furnaces. The manufacturing operations are geographically spread across India and several overseas locations, including the UAE, South Korea, Indonesia, Germany, and Poland. The Indian manufacturing units are backward integrated, covering design, machining, welding, and testing, and are supported by a NABL accredited calibration center.

The issuer operates several manufacturing units across various specialized areas, including cable production, hot-rolling for nickel alloy conductors, heavy fabrication, and heater plants. The company has subsidiaries and joint ventures in various international locations to serve different markets. The manufacturing processes involve data-driven systems with backward integration, controlling critical steps from alloy melting to final calibration. For cables, the process involves producing thermocouple alloys, drawing them into wires, and manufacturing mineral-insulated cables. The company emphasizes a customized, make-to-order approach to ensure high product accuracy and reliable delivery.

The company manufactures various products including Non-contact Temperature Sensors, Electrical Heaters, and Specialised Cables. The section details the installed capacity, actual production, and capacity utilization for different units, including various product lines. The company operates several subsidiaries and joint ventures, which are involved in the temperature sensing solution domain. These facilities include operations in India, the UAE, Poland, and Indonesia, as well as a Korean unit.

The company's products are highly specialized and customized to meet specific customer requirements, which means actual production can fluctuate significantly from year to year. The company has various installed capacities across different units, with some capacity increases noted in recent fiscal years. The Research and Development function is multi-disciplinary, focusing on innovation in sensors, heating systems, and cabling for various industrial and defence applications. The company maintains a broad customer network across numerous industries and utilizes a multi-channel sales approach. Furthermore, the company relies on third-party logistics providers for transportation and has a diverse network of raw material suppliers both domestically and internationally.

The company details purchasing patterns from various international markets, showing significant procurement amounts across different fiscal years. The company relies on spot arrangements with suppliers, allowing for flexibility in sourcing raw materials. The company utilizes sophisticated IT systems to manage core business functions, including finance, supply chain, and production planning. Inventory management is precise, involving demand forecasting and batch traceability, and the company maintains strict quality control through rigorous testing and globally recognized certifications. Furthermore, the company demonstrates commitment to environmental sustainability through solar installations and rainwater harvesting, and corporate social responsibility initiatives focused on education and healthcare.

This section details various aspects related to the company's property holdings, including details on leased properties, the entities from whom they were leased, the terms of the leases, and the duration of the leases. It also outlines relevant Indian laws and regulations applicable to the company's business operations, covering areas such as standards, electricity, sale of goods, public liability insurance, and environmental laws.

This section details various laws and regulations in India that govern the operations and conduct of the issuer's business, covering environmental compliance, intellectual property, employment, foreign investment, consumer protection, and information technology. It outlines specific requirements related to pollution control, trademark and patent protection, labor laws, rules for foreign investment, consumer rights, and the legal framework for electronic transactions and personal data protection.

The company was incorporated as a private limited company on September 14, 1990, and later converted to a public limited company on August 6, 2025, resulting in a name change. The registered office has undergone several changes, including one for administrative efficiency and another for business expansion in Gujarat. The company's Memorandum of Association has seen numerous amendments over the last ten years, including changes to the main object clause, authorized share capital increases, and changes in the registered office state. The company has a significant history of manufacturing, acquiring businesses, and receiving various awards and certifications for quality and export excellence.

This section details various accreditations received by the company, including certifications from various bodies for testing, quality, and environmental/safety standards. It also confirms that no payment defaults or restructuring of borrowings have occurred with financial institutions. Furthermore, the text outlines significant past corporate transactions, including the amalgamation of Marathon Heater (India) Private Limited into the company and the subsequent conversion of certain entities into subsidiaries. It also describes divestment activities and the acquisition of certain entities, leading to the formation of new subsidiaries and step-down subsidiaries.

The provided text details the corporate structure and financial information for several entities related to the company. It outlines the relationship of Pyrosens to other entities through various amalgamation schemes, including a merger with Marathon, which affected financial reporting for certain fiscal years. It describes the incorporation details, capital structure, and shareholding patterns for Tempsens Instruments (India) Limited, Tempsens Gulf LLC, Tempsens GmbH, Tempsens Measurement and Control Private Limited, and Tempsens Polska Spółka Z Ograniczoną Odpowiedzialnością.

This section details various corporate and financial aspects, including shareholding patterns, financial indicators, and joint ventures. It mentions a Step-Down Subsidiary relationship with Germany, lists several joint ventures with different entities, and outlines material agreements and rights related to the company's securities and business operations. Key joint ventures include a company incorporated in Indonesia and another in South Korea, along with agreements concerning technology, consultancy, and future business exclusivity.

The company has established several key business relationships through Memorandums of Understanding (MoUs) and agreements with various parties across different regions. These include a MoU with JV Partners to form Tempsens Gulf LLC for manufacturing in the Gulf region, a MoU with David Julio Urdaneta Ocando to establish Tempsens Mexico for operations in Mexico, and a Joint Venture Agreement with Victura Technologies Private Limited for manufacturing exhaust gas heater components. Furthermore, the company has entered into numerous brand licensing agreements with various entities for the use of the 'Tempsens' name and logo. There is also a record of a divestment of Tempsens Gulf LLC through a share sale agreement.

This section primarily provides definitions and abbreviations used throughout the Draft Red Herring Prospectus. It defines various terms related to the company, including its legal name, corporate office, key personnel, and various aspects of the offering process. It also details terms related to the offer, such as different types of bidders, allotment procedures, and timelines for bid/offer activities.

This section primarily defines various terms related to the offering process and the parties involved in the issuance. It details who constitutes Designated Intermediaries based on the type of bid form submitted, specifies locations for submitting forms, and outlines various aspects of the offer structure, including different bidder categories and the nature of the issue.

This section primarily defines various financial and operational terms used within the Draft Red Herring Prospectus. It includes definitions for key performance indicators such as Revenue from operations, Profit After Tax (PAT), EBITDA, various margins, growth rates (Y-o-Y and CAGR), and ratios like ROE and Debt/Equity. It also lists various legal and regulatory terms, including those related to companies, finance, and securities.

This section primarily discusses the limitations of using non-GAAP financial measures and the reliance on third-party industry reports. It clarifies that non-GAAP measures are not defined under Ind-AS and have limitations for analytical tools. Furthermore, it details that certain industry and market data are derived from a report commissioned and paid for by the company, Frost & Sullivan, which is an independent agency. The document also includes numerous forward-looking statements, which are based on current plans and expectations and are subject to various risks and uncertainties.

The introduction details the structure of the offer, which includes provisions for Fresh Issue, Offer for Sale, and various portions categorized as QIB, Non-Institutional, and Retail. The offer involves equity shares with a face value of ₹4 each. The document outlines specific rules for allocating these shares to different investor categories, including reservations for domestic Mutual Funds and Life Insurance Companies and Pension Funds within the Anchor Investor Portion. Furthermore, it specifies allocation rules for Non-Institutional and Retail Bidders, including minimum application sizes and the possibility of spill-over allocations.

The provided text details the summary of cash flows for the years ended March 31, 2026, 2025, and 2024, showing various components like operating, investing, and financing activities. It also summarizes contingent liabilities as of March 31, 2026, which include claims against the group related to indirect tax matters and other claims. The notes clarify that the timing of cash outflows for pending tax matters cannot be estimated, and some disputes might not result in additional cash outflows.

This section details the authorized and issued share capital of the company as of the date of the Draft Red Herring Prospectus. It outlines the authorized share capital, the issued and paid-up capital before the offer, and various components related to the current offer, including fresh issues and offers for sale. Furthermore, it specifies provisions regarding employee reservations, which are capped at 5% of the post-offer paid-up equity share capital.

This section details various allotments of equity shares across different dates, including instances of bonus issues and rights issues. It covers allotments made on March 14, 2011, and July 7, 2021, with different consideration methods such as bonus issues and buy-back cash. Furthermore, it mentions a rights issue on March 31, 2023, and an allotment pursuant to a Marathon Amalgamation Scheme on March 20, 2025. The text also discusses the history of share issuances and various corporate records.

The provided section details various allotments and transfers of equity shares to different parties, including individuals and HUFs, across different dates. It covers events such as bonus issues, rights issues, and transfers from various promoters and others. The data includes details on the number of shares allotted, the face value per share, and the percentage of pre- and post-offer equity share capital for certain transactions. The section also mentions the promoter's current shareholding as of the Red Herring Prospectus date.

This section details various transactions involving the allotment and transfer of equity shares by different parties, including transfers from various individuals and entities. It covers transactions such as cash and gift transfers, rights issues, and bonus issues over several years. The data includes details on the number of shares transferred, the nature of the consideration, and the corresponding percentage changes in the equity share capital. Furthermore, it outlines secondary transactions by members of the Promoter Group and the build-up of equity shareholding by Selling Shareholders since the company's incorporation.

This section details various transactions involving the allotment, transfer, and bonus issues of equity shares over time. It includes records of rights issues, transfers from various individuals, and subsequent bonus issues. Furthermore, it outlines specific regulations regarding the locking-in of promoter shareholdings, including minimum promoter contributions and restrictions on the disposal or encumbrance of these shares for a specified period.

This section details the shareholding pattern of the company as of the date of the Draft Red Herring Prospectus, including various categories of shareholders. The promoter group holds a significant portion of the equity shares, while individual shareholders and various entities are also disclosed. Furthermore, the section provides extensive details regarding the acquisition history of equity shares by promoters and other relevant parties over the last three years.

This section details the weighted average cost of acquisition for equity shares held by various promoters and selling shareholders over the last one and three years. It also presents the pre-offer and post-offer shareholding structure of promoters, the promoter group, and additional top 10 shareholders. Furthermore, the section covers various compliance and corporate governance disclosures related to securities, financing arrangements, and employee stock option plans.

This section details various financial and operational particulars related to the company, including comparisons of profits and earnings per share across different financial years. It also covers the methodology for estimating the fair value of options granted, which involves the Black-Scholes Model and various assumptions. Furthermore, the document addresses the impact of accounting policies concerning options granted in the last three years and the intention of key managerial personnel to sell equity shares post-listing. Finally, it specifies conditions regarding the sale of equity shares arising from ESOPs in 2025.

The Offer involves a fresh issue of equity shares and an offer for the sale of equity shares. The net proceeds from the fresh issue are intended for various purposes, including funding capital expenditure for electrical heating solutions and specialized cable solutions, pre-payment of outstanding borrowings, and general corporate purposes. The company expects to benefit from the listing of its equity shares, which is anticipated to enhance visibility and create a public market for its shares. The utilization of these funds is subject to various factors and potential changes in deployment schedules.

The company is positioned to capitalize on the trend of indigenization in the sensor and heater industries, which involves local development and manufacturing of advanced thermal monitoring and heating solutions. The company plans to strategically expand manufacturing capacities in the electrical heating and specialized cable solutions verticals to meet rising market demand. Details regarding the split of revenue from operations across temperature sensing solutions, electrical heating solutions, and specialized cable verticals are provided, alongside projections for market growth in these segments. Furthermore, the company has detailed plans for proposed capital expenditure, including the funding requirements for machinery, equipment, and civil/building work.

The company intends to utilize ₹55.00 Crore from the net proceeds towards pre-payment or scheduled repayment of certain outstanding borrowings. The aggregate amount planned for utilization towards these repayments may vary depending on various factors such as commercial considerations, loan terms, and lender consents. The utilization of funds is intended to reduce indebtedness, improve the company's financial position, and enable further investment in business expansion. Furthermore, the company will deploy any remaining balance towards general corporate purposes, subject to regulatory limits.

The provided text details various aspects related to the offer process, including processing fees, selling commissions, and uploading charges for different types of bidders and brokers. It specifies different commission rates based on the portion of the issue size being offered, such as for RIBs, Non-Institutional Bidders, and Eligible Employees. Furthermore, it outlines maximum caps for certain processing fees and clarifies how these fees are proportionately distributed if they exceed the cap. The text also discusses the conditions under which certain commissions are payable based on the bidding entity. Finally, it mentions provisions regarding the utilization of net proceeds and restrictions on varying the objects of the company.

The provided text details various Key Performance Indicators (KPIs) and financial metrics, including Net Working Capital Days, revenue and EBITDA Compound Annual Growth Rates (CAGR) for fiscal years 2024 to 2026, and various profit after tax growth rates. It also includes explanations for these KPIs, definitions for financial terms, and information regarding the history of business transactions. Furthermore, the text covers aspects related to the offer price justification and a statement concerning special tax benefits available to the company and its shareholders.

This section primarily details various special direct tax benefits available to the Company and its shareholders under the Income-tax Act, 2025, as amended. It outlines several provisions concerning tax rates, deductions, and capital gains/losses. The text covers benefits related to corporate tax rates, deductions for scientific research, inter-corporate dividends, employment of new employees, preliminary expenses, amalgamation/demerger, and various tax treatments for capital gains. It also mentions provisions for set-off and carry forward of long-term capital losses.

This section details various tax provisions related to the offer, primarily focusing on direct and indirect taxes. It outlines tax implications for dividend income, capital gains, and special provisions for non-resident shareholders. Furthermore, it lists several special tax benefits available to the company, such as zero-rated supplies under GST, duty drawback, and benefits under the RoDTEP scheme. The statement cautions that the availability of these tax benefits depends on the fulfillment of prescribed conditions and is not exhaustive.

This section details the independent auditor's examination of the Restated Consolidated Financial Information of Tempsens Instruments (India) Limited for various periods. The examination covered financial statements for the years ended March 31, 2026, 2025, and 2024, including Profit and Loss statements, Balance Sheets, Changes in Equity, and Cash Flow Statements. The examination relied on audited financial statements from different periods and auditors, and confirmed that the financial information was prepared in accordance with applicable accounting standards and regulations.

This section details the Independent Auditor’s Examination Report on the Restated Consolidated Financial Information of Tempsens Instruments (India) Limited. The report covers various aspects related to the financial statements, including the use of accounting software, the opinion on financial statements for different years, and the reliance placed on reports from other auditors for certain subsidiaries and joint ventures. The auditors confirm that the financial statements were prepared in accordance with prescribed accounting standards and regulations, and they clarify the limitations regarding the audit trail feature of the software.

This section provides details regarding the financial statements of Tempsens Instruments (India) Limited for various periods, including a statement of assets and liabilities, a profit and loss statement, and a cash flow statement. The data covers financial information as of March 31, 2026, March 31, 2025, and March 31, 2024. The data includes figures in ₹ million, and the report details the entities examined and audited by the independent auditor.

This section provides introductory and compliance notes regarding the restated consolidated financial information, including details about the company's structure, the basis of preparation, and the standards followed. It outlines that the financial information has been prepared in compliance with various regulations, including the Companies Act, ICDR Regulations, and Guidance Notes from the ICAI. It also details the process of transitioning between accounting standards (Ind AS) and the impact of these changes on the financial statements.

This section details various accounting policies, consolidation principles, and judgments used in preparing the Restated Consolidated Financial Information, primarily referencing Indian Accounting Standards (Ind AS). It outlines rules for handling different entities within the Group, including subsidiaries, non-controlling interests, and joint ventures. Furthermore, it discusses considerations regarding the going concern assumption and various accounting judgments related to provisions, allowances for credit loss, obsolete inventory, useful lives of assets, and defined benefit obligations.

This section details various accounting policies and classifications related to the financial statements, including the criteria for classifying assets and liabilities as current or non-current based on the Group's operating cycle. It outlines procedures for foreign currency transactions and translations, the recognition and measurement of property, plant, and equipment, intangible assets, leases, and various employee benefit liabilities. Furthermore, it specifies the recognition criteria for revenue, interest income, and inventories.

This section details various accounting policies related to provisions, contingent liabilities, financial instruments, and financial liabilities for the company. It outlines the recognition and measurement criteria for financial assets and liabilities, including concepts like the SPPI test, different measurement categories (amortised cost, FVOCI, FVTPL), and subsequent measurement rules. The text also covers impairment models, de-recognition criteria for financial assets, and the methods used for determining fair values for financial instruments.

This section details various accounting treatments and balances related to the financial statements, including tax provisions, business combinations, share-based employee remuneration, property, plant, and equipment, right-of-use assets, capital work-in-progress, and goodwill. It outlines the methodology for accounting for acquisitions, the annual impairment testing of goodwill, and disclosures regarding leases and capital commitments.

This section details various financial and investment line items for Tempsens Instruments (India) Limited across fiscal years ending March 31, 2024, 2025, and 2026. It includes information on intangible assets, investments, trade receivables, cash balances, and bank deposits. The data provides snapshots of these balances over the three years, with specific notes regarding the nature of certain receivables and deposits.

This section details the reconciliation of equity share capital and the details of shares held by various shareholders, including promoters, for the reporting period. It also outlines the aggregate number of shares issued for consideration and information regarding the buyback of equity shares. Furthermore, the section provides a breakdown of movement in reserves and surplus, including capital redemption reserve, securities premium, general reserve, and retained earnings, along with details on dividend payments and the issuance of bonus shares.

This section details the movement in the Group's liabilities arising from financing activities over several periods, showing fluctuations in borrowings and cash flows. It also provides various financial statement line items, including revenue, other income, cost of material consumed, employee benefits, and finance costs, across the fiscal years ending March 2024, 2025, and 2026. Furthermore, the text outlines various details regarding current borrowings, trade payables, and other current financial liabilities, along with the security arrangements for different borrowings.

This section details various financial line items, including depreciation, other expenses, and tax components, for the years ending March 31, 2026, 2025, and 2024. It also provides information on income tax recognition, reconciliation of the effective tax rate, and movement in deferred tax assets and liabilities. Furthermore, the text includes data related to earnings per share calculations and commitments, along with notes on the nature of pending litigation and share issuance for EPS computations.

This section details various financial and operational disclosures for Tempsens Instruments (India) Limited, including share-based payment details, segment information, related party transactions, and various financial line items. It covers details on options granted, revenue and trade receivables by geographical area, non-current assets, and transactions with key managerial personnel. The data is presented across fiscal years ending March 31, 2026, 2025, and 2024, with figures in ₹ million.

This section presents detailed financial data, including balances and transactions, for the period ending March 31, 2026, compared to March 31, 2025, and March 31, 2024, for various entities. Key information covers trade receivables, payables, borrowings, and the movement of revenue and expenses between related parties. Specific transactions detailed include sales, purchases of raw materials, job work charges, and various interest and loan activities.

This section details the revenue recognition, fair value measurement of financial instruments, and financial risk management policies of Tempsens Instruments (India) Limited. Revenue from sales showed a consistent trend over the years, with various components like products, services, and other operating revenue being tracked. The financial instruments section provides a breakdown of assets and liabilities, including trade receivables, cash, and borrowings, along with detailed fair value hierarchy classifications. Furthermore, the company outlines its risk management framework concerning credit, liquidity, and market risks.

This section details various financial notes, including trade receivables, liquidity risk, market risk, and capital management, for the company. It presents historical data for trade receivables, expected credit losses, borrowings, trade payables, and other financial liabilities across different time periods. Furthermore, it outlines various sensitivities related to foreign exchange rates, interest rates, and market prices on the company's profit or loss and equity.

This section details various actuarial and financial statement reconciliations related to employee benefits, primarily defined benefit plans, and the transition to Indian Accounting Standards (Ind AS). It covers the reconciliation of defined contribution plans, the recognition of gratuity liabilities, and the impact of various accounting policy changes, including the first-time adoption of Ind AS. The text also outlines adjustments made to financial statements concerning revenue recognition, export incentives, prepaid expenses, and consolidation adjustments.

This section details the transition from Previous GAAP to Ind AS for the financial statements, showing various line items for assets, liabilities, and income/expenses. It includes a reconciliation of assets and liabilities as of March 31, 2024, and subsequent information regarding the accounting treatments under Ind AS, such as the measurement of leasehold lands and the recognition of remeasurements in other comprehensive income. Furthermore, it presents the consolidated financial statements for different periods, including the breakdown of income and expenses, and the share in profit/loss and other comprehensive income/loss for various group entities.

This section details the composition of the Group, showing ownership stakes in various subsidiaries as of different dates. It also presents summarized financial information for several subsidiaries, including revenue, profit, and cash flows for the years ended March 31, 2026, 2025, and 2024. Furthermore, the text outlines various business combinations, including acquisitions and amalgamations, detailing the consideration paid, net assets acquired, and goodwill recognized. It also discusses compliance with certain accounting software requirements and the impact of new Labour Codes.

This section provides various statutory and audit information related to the financial statements of Tempsens Instruments (India) Limited. It details compliance with various regulations, such as those concerning loans, funding, and transactions with other entities. It also includes observations from the auditors regarding the financial statements of the Group and its subsidiaries, including details on assets, revenues, and cash inflows for different periods. Furthermore, it covers aspects related to the holding company's transition to Ind AS financial statements and the preparation of financial statements for the purpose of a Draft Red Herring Prospectus (DRHP).

The provided section details various financial ratios, capitalization figures, and information regarding the company's indebtedness as of specific fiscal years and dates. It includes calculations for Earnings Per Share, Net Asset Value, EBITDA, and various debt components. Furthermore, the text outlines the structure of borrowings, including secured and non-fund based loans, along with the terms, security, and events of default associated with these financing arrangements.

This section outlines the management's perspective on the financial condition and operating results presented in the financial statements. It clarifies that all financial information is based on or derived from the Restated Consolidated Financial Information included in the DRHP. The discussion details the impact of recent corporate events, including the amalgamation of Marathon Heater and acquisitions of several entities, on the financial results for Fiscal Years 2026, 2025, and 2024. It also discusses the reliance on third-party industry reports and outlines accounting policies regarding judgments, estimates, provisions, and allowances for expected credit loss.

This section details various accounting treatments and estimations related to financial statements, including provisions for obsolete inventory, useful lives of assets, defined benefit obligations, and asset/liability classification criteria. It outlines rules for classifying assets and liabilities based on the operating cycle, discusses foreign currency transactions, and specifies recognition and measurement principles for property, plant, and equipment, intangible assets, leases, and various liabilities like employee benefits and gratuity plans. Furthermore, it covers revenue recognition policies for goods and services, as well as rules for recognizing interest and other income.

This section details various accounting treatments under Ind AS concerning inventories, provisions, contingent liabilities, financial instruments, and financial liabilities. It outlines recognition criteria for provisions based on past events and probable outflows of resources, distinguishes between different classifications of financial assets (amortised cost, FVOCI, FVTPL) based on cash flow characteristics and business models, and specifies the measurement methods for financial liabilities such as loans and borrowings. The text also covers impairment models, including the Expected Credit Loss (ECL) model, and the process for de-recognition of financial assets and liabilities.

This section details various accounting treatments, including current and deferred tax provisions, business combinations, share-based employee remuneration, and non-GAAP performance measures. It provides reconciliations for EBITDA, PAT, Return on Equity, and Return on Capital Employed, alongside breakdowns of revenue, income, and expenses. The text also specifies the components of revenue from operations, such as sales of products, services, and other operating revenues.

This section details various financial line items for Fiscal 2026, 2025, and 2024, including components of the Profit and Loss statement, such as revenue, expenses, and profit figures. It also provides comparative analysis between fiscal years and discusses the impact of acquisitions and amalgamations on the financial results. Key observations include significant revenue growth, changes in inventory levels, and the impact of integrating acquired entities.

This section details year-on-year changes in revenue across various product verticals, alongside significant movements in expenses, income, and cash flows. Revenue showed growth across product segments, while certain expenses increased due to operational scale and integration activities following business combinations. The financial statements reveal substantial changes in liquidity and borrowings, particularly concerning the integration of acquired entities and the resulting impact on working capital requirements.

The financial section details various aspects of the company's financial structure, including borrowings, capital expenditure, contingent liabilities, and risk factors. Key information includes increases in unsecured borrowings and repayments of borrowings from related parties. The section also outlines the breakdown of borrowings, details of capital expenditure across different fiscal years, and information regarding contingent liabilities and commitments. Furthermore, it discusses various market risks, such as credit risk, liquidity risk, and market risk related to foreign exchange and interest rates, and confirms that the business is subject to significant economic changes.

This section discusses various risk factors and operational aspects of the business. It addresses the dependency on customers and suppliers, the competitive nature of the industry, and the nature of the business operations. It also clarifies the segment reporting structure and mentions a recent development regarding a joint venture.

Investors should be aware that the company's business is heavily reliant on a few projects/OEM contracts, which account for the majority of its revenue. The MRO business, while providing recurring revenue, faces a risk due to the smaller and more frequent nature of its orders potentially limiting growth. Furthermore, the company's performance is sensitive to demand trends in key end-user industries like metal, petrochemical, and defence & nuclear sectors. There is also a risk concerning the volatility and availability of primary raw materials, which can impact production and margins, especially for custom orders. Finally, the reliance on a limited group of suppliers for key materials introduces supply disruption risks.

The company acknowledges that disruptions from suppliers may impact the ability to operate or supply products, especially for specialized materials, potentially leading to production delays or cost overruns. There is a significant concentration of manufacturing units in Udaipur, Rajasthan, India, which exposes the business to heightened risks from single-site disruptions, including infrastructure, utility, and labor issues. Furthermore, the company faces international risks related to navigating complex regulatory frameworks and cross-border logistics in operating jurisdictions. Reliance on joint ventures and subsidiaries for market entry introduces operational and strategic risks due to potential disagreements or difficulties in decision-making. Finally, the business is dependent on demand for specific product verticals, such as temperature sensing solutions, electrical heating solutions, and specialized cables, which adverse changes in demand could materially affect the business.

The company shows a high concentration in its revenue derived from temperature sensing solutions, which exposes it to risks from market demand or customer demand decline. Furthermore, the business's growth is dependent on industry capital expenditure trends and the timely execution of new product launches. There are also risks related to delays in product development due to technical challenges or regulatory approvals. The company faces challenges in managing various transactions, including acquisitions and joint ventures, which carry risks of integration issues and potential liabilities. Additionally, the business is exposed to risks from international sales, including economic slowdowns in export markets and difficulties in managing global operations. Finally, the company's ability to secure necessary capital and working capital may be constrained, impacting its operations and financial health.

The company faces risks related to customer dependency, as the nature of orders is often spot or purchase order based, leaving no assurance against sudden order reductions or price demands from existing customers. There is also a risk concerning the quality and delivery of products, which could lead to recalls, warranty claims, or liability issues if product defects occur. Furthermore, the company is exposed to risks associated with the supply chain, including inconsistencies in raw materials from vendors, which might result in defective products or disruptions to production schedules. Operational risks are highlighted by the potential for under-utilization of manufacturing capacities, which could negatively impact financial performance. Finally, the company's ability to access capital is linked to its credit ratings, and any adverse changes in these ratings could restrict access to necessary funding.

The risk factors discussed cover several critical areas, including the protection of technical know-how, the success of research and development investments, and potential issues related to legal proceedings and corporate records. There is a concern that proprietary knowledge might be leaked, which could undermine competitive advantage. Furthermore, the company faces challenges in achieving desired outcomes from R&D investments, such as technological hurdles or market mismatch for new products. Legal risks exist due to outstanding proceedings involving various group members, and there are concerns regarding the accuracy and availability of historical corporate records.

The company faces several risks related to its operations, including counterparty credit risk stemming from potential delays or non-receipt of payments from customers. There is also a dependency on third-party logistics providers, which exposes the business to disruptions, service failures, or increased costs. Furthermore, the company is vulnerable to risks associated with environmental and health regulations, including potential fines or shutdowns. The business is also exposed to risks from international trade, such as fluctuations in foreign exchange rates and supply chain issues related to imported raw materials and machinery.

The company faces risks related to its supply chain, as changes in the quality or availability of imported machinery and raw materials could negatively impact its business and financial performance. Revenue generation is heavily dependent on sales within India, and any reduction in domestic demand poses a threat to operations. The company also has contingent liabilities that could materialize, and there is a risk associated with related party transactions. Furthermore, the utilization of funds for the offer is subject to various uncertainties, including delays and cost overruns in implementation. Finally, there are concerns regarding the timely payment of statutory dues and potential losses incurred by certain subsidiaries.

The company faces several risks related to financial performance, including the potential for losses to require financial support or impairment charges. There are significant risks associated with cybersecurity breaches, including unauthorized access to customer or confidential data, which could harm reputation and incur liabilities. The company's reliance on third-party technology infrastructure exposes it to various failures, including software malfunctions, hardware issues, and cyber-attacks, which could interrupt operations and lead to revenue loss. Furthermore, there is a risk concerning insurance coverage being inadequate or claims not being honored, which could impact financial condition. Operational risks include potential issues with internal control systems, manpower dependency, and exposure to labor disputes or wage demands. The company also faces risks related to changing industry trends, product obsolescence, and competition. Finally, there are regulatory risks concerning foreign investment restrictions and the impact of foreign corporate tax regimes on subsidiaries.

The company's dividend policy indicates that future dividend declarations are subject to Board recommendation and shareholder approval, with no guarantee of future dividend payments due to various internal and external factors. The company's eligibility for government export incentives is uncertain, as changes in government policy could affect the availability or terms of these schemes. Furthermore, the prospectus relies on third-party industry reports, which are subject to limitations and estimates, and investors should be cautious about their reliance. There are also risks related to the nature of the financial information presented, including differences between Indian accounting standards and international principles. Finally, the company faces risks from various external factors such as natural disasters, geopolitical conflicts, economic downturns, and evolving legal and regulatory frameworks in India.

The risk factors detailed in this section cover various aspects related to the Indian business environment, including legal enforceability of judgments, macroeconomic instability, and regulatory changes. Risks include potential issues with foreign judgments, adverse changes in India's credit rating, and susceptibility to economic downturns, inflation, and political instability. Furthermore, the section discusses risks related to market perception, the potential for future dilution through equity issuances, and various tax and regulatory implications concerning the sale and transfer of equity shares.

The company faces several risks related to foreign investment and financing due to Indian laws, including restrictions on foreign ownership and exchange controls that could constrain financing sources. Furthermore, there are risks concerning the withdrawal of bids by different investor categories and potential delays or deterrents to future takeovers under Indian takeover regulations. Finally, there are concerns regarding the ability of existing equity holders to exercise pre-emptive rights and the potential for third parties to be prevented from acquiring control of the company.

The section outlines the absence of outstanding litigation, regulatory actions, tax claims, and material civil proceedings involving the Company, its subsidiaries, promoters, and directors. It details specific pending criminal proceedings, such as claim applications and FIRs, and various actions initiated by statutory and regulatory authorities against the Company and its personnel. Furthermore, it establishes materiality policies for certain litigation and discloses material creditors based on thresholds related to the company's financial statements.

The section details various aspects of litigation, disciplinary actions, and regulatory approvals related to the company, its promoters, and key managerial personnel. It states that there are no outstanding statutory or regulatory actions against the promoters, no disciplinary actions imposed by SEBI or stock exchanges against the promoters in the last five fiscal years, and no outstanding material civil litigation against the promoters, except for a writ petition filed by the Promoter Vinay Rathi along with Marathon Heater. Furthermore, there are no outstanding criminal proceedings against Key Managerial Personnel or members of Senior Management, except for an FIR filed by Akhil Maheshwari concerning Marathon Heater. The section also lists numerous material approvals obtained by the company, including corporate approvals, tax registrations, and various licenses related to business operations, as well as intellectual property rights.

The section details the identification of 'Group Companies' based on SEBI ICDR Regulations, which includes companies with which the issuer had related party transactions or companies deemed 'material' by the board, defined by transactions exceeding 10% of the company's revenue. Five specific companies were identified as Group Companies. Furthermore, the text clarifies that the Group Companies do not have any interest in the promotion of the Company, nor are they interested in certain properties or transactions, except as disclosed in specific notes. Finally, the section asserts that the Group Companies are not involved in any pending litigations that could materially impact the Company.

This section primarily contains various disclaimers and limitations of responsibility from the Company, its Promoters, Directors, and BRLMs regarding the information provided in the Draft Red Herring Prospectus. It outlines that reliance on external sources is at the investor's own risk. Furthermore, it details representations made by Bidders concerning their eligibility to acquire Equity Shares. The text also includes various disclaimers related to jurisdiction, the offering of Equity Shares outside the United States, and stipulations regarding the listing process with stock exchanges like BSE and NSE.

This section details various aspects related to past issue price information handled by JM Financial Limited, including specific data points for different issues, and provides a summary of the total funds raised and IPO trading patterns over different financial years. It also outlines the mechanism for investor grievance redressal, including record retention periods and procedures for addressing complaints related to the offer. Furthermore, it specifies the legal framework governing the offer, the rights of equity shareholders, the manner in which equity shares will be allotted, and the jurisdiction for offer-related matters.

This section primarily details the procedures and timelines for the Initial Public Offering (IPO), including the bid/offer period, the process for handling various types of bidders, and the rules regarding minimum subscription. It outlines specific timelines for bid submission, the process for dealing with bid revisions or cancellations, and the conditions under which the company is liable for interest if minimum subscription requirements are not met.

This section details the various categories of bidders eligible for allocation in the public offering, including Eligible Employees, QIBs, Non-Institutional Bidders, and Retail Individual Bidders. It outlines specific rules regarding the allocation of equity shares across different investor categories, including provisions for under-subscription and spill-over between categories. The text also specifies the mode of bidding, such as the ASBA process and the use of the UPI Mechanism, and details the rules for bid amounts and allotment lots for different investor groups.

This section details various procedural requirements and restrictions related to the Book Building Process for the Offer, including allocations for different investor categories. It specifies rules regarding the allocation of portions of the Net Offer to Qualified Institutional Buyers (QIBs), Anchor Investors, Non-Institutional Bidders (RIBs), and the reservation of shares for Eligible Employees. Furthermore, the text outlines strict requirements for bid submission, including the mandatory use of the ASBA process or the UPI Mechanism for certain bidders, and details concerning the handling of investor grievances and the role of various intermediaries.

This section details various restrictions and requirements concerning who is permitted to bid for the securities, including Non-Resident Indians (NRIs), Foreign Portfolio Investors (FPIs), Alternative Investment Funds (AIFs), and various corporate and institutional bidders. It outlines specific rules regarding holding limits, documentation requirements for different bidder categories, and procedures for handling bids, such as those involving multiple investment managers or offshore derivative instruments. Furthermore, it specifies different investment limits and conditions for bids made by banking companies, insurance companies, and pension funds.

This section primarily outlines various rules and instructions for investors and bidders participating in the offering process, covering aspects such as bid submission, investor eligibility, and documentation requirements. It details rules regarding bid modification, the relationship between promoters and the offering, and stringent requirements for the use of various payment and identification methods. Furthermore, it lists numerous technical grounds for the rejection of bids.

This section details various procedural aspects related to the offering, including investor grievance resolution, allotment procedures, payment mechanisms, and regulatory compliance. It outlines rules for handling issues concerning share certificates, demat credit, and fund unblocking. Furthermore, it specifies requirements for pre-offer advertisements, the timing for uploading allotment advertisements, and the process for signing underwriting agreements and filing the Prospectus. The text also discusses liability concerning impersonation and fraud under the Companies Act, along with undertakings provided by the Company and Selling Shareholders regarding the collection of funds and the timely completion of listing formalities.

This section details the provisions of the Articles of Association of the Company, which are divided into Part A and Part B, with Part B having precedence until the listing and commencement of trading of equity shares. It outlines that any inconsistency between the parts will be governed by applicable law. The Articles were adopted by a special resolution of the shareholders in the annual general meeting held on August 3, 2026, replacing earlier articles. The section also defines various terms such as 'Company', 'Director', 'Shareholder', and 'Governmental Authority', and specifies the company's status as a public company.

This section primarily details various provisions related to the issuance, allotment, and handling of different types of securities, including the rights conferred upon holders, the process for accepting shares, and the handling of payments and capital reductions. It covers issues such as the right to renounce shares, the treatment of securities premium, the power to issue preference shares, and the rules for issuing sweat equity shares or employee stock options. Furthermore, it outlines procedures for dealing with various forms of certificates, including replacement for damaged ones, and the provisions concerning the dematerialization of securities.

This section details various provisions related to the Company's rights concerning shares and debentures, including commission payments, liens, and calls. The Company has a lien on shares, which can extend to dividends and interest. Provisions exist for the sale of shares on which a lien is held, including conditions for payment before sale. Furthermore, the articles cover the process for making calls on shares, the liability of joint holders, and the consequences of non-payment, such as the forfeiture of shares, which can lead to the shares being treated as the property of the Company.

This section primarily details the provisions related to the transfer and transmission of shares and securities of the Company, including rules for the maintenance of a Register of Transfers and procedures for executing transfer instruments. It outlines the Board's power to direct endorsements or issue fresh certificates, as well as requirements for the form of transfer instruments and the application of Depositories Act provisions for dematerialized shares. The text also covers procedures for closing transfer books, the Board's discretion in refusing to register transfers, rules concerning partly paid shares, and provisions for the title to shares of deceased members. Furthermore, it discusses various aspects of General Meetings, including annual and extraordinary meetings, notice periods, quorum requirements, and the conduct of voting and resolutions.

This section primarily details the voting procedures, director composition, and powers of the Board of Directors under the company's articles. It outlines rules regarding voting by joint holders, members of unsound mind, and the voting rights of deceased or insolvent members. Furthermore, it specifies rules for appointing and managing directors, including limitations on the number of directors, provisions for alternate directors, and procedures for filling casual vacancies. The text also covers the remuneration of directors and the delegation of powers to committees.

This section details various procedural and power aspects related to the company's operations, including the validity of acts by the Board or committees, the maintenance of foreign registers, and the powers concerning borrowing money. It outlines the Board's authority to raise or borrow funds, including stipulations on the aggregate amount that can be borrowed, and the power to delegate borrowing authority. Furthermore, the text covers the company's obligations regarding statutory registers, the appointment and tenure of managing directors and whole-time directors, and the powers vested in these directors. It also discusses the appointment of officers like the Chief Executive Officer, manager, company secretary, and chief financial officer, and procedures related to the common seal and the declaration and payment of dividends.

This section primarily outlines the provisions regarding the inspection of the Company's books and accounts by Directors and Members, the appointment and duties of auditors, and various service provisions for documents and notices. It details how documents can be served on members, including methods like newspaper advertisements or electronic mail, and establishes rules for the transfer of shares, particularly concerning lock-in provisions related to the Initial Public Offering.

This section primarily details various legal and procedural documentation, including financial reports, consents from various parties, agreements with auditors and legal advisors, various agreements concerning share transactions, brand licensing agreements, and resolutions related to the appointment and re-appointment of directors and the Chairman. It also includes documentation related to the amalgamation of a company and various agreements with different entities.

This section primarily lists various agreements, approvals, and observations related to the company's offering and regulatory compliance. It mentions tripartite agreements with NSDL and CDSL, due diligence certificates, in-principle listing approvals from BSE and NSE, and a specific SEBI observation letter. It also includes a disclaimer regarding the potential amendment of documents and a certification statement affirming compliance with various laws and regulations.

The provided section consists entirely of declarations certifying compliance with various provisions of the Companies Act, 2013, and regulations issued by the Government of India and the Securities and Exchange Board of India. These declarations are signed by different directors and officers, affirming that the statements and disclosures in the Draft Red Herring Prospectus are true and correct.

This section primarily consists of declarations and certifications from various directors and selling shareholders affirming compliance with various laws and regulations. The declarations confirm that the statements and disclosures made in the Draft Red Herring Prospectus adhere to the provisions of the Companies Act, 2013, and rules issued by the Government of India and the Securities and Exchange Board of India. Furthermore, selling shareholders have confirmed the accuracy of their statements regarding their portion of the offered shares and disclaimed responsibility for other statements made by the company or other shareholders.

The provided section primarily consists of declarations from various Selling Shareholders confirming the truth and correctness of statements made in the Red Herring Prospectus concerning themselves and their portion of the Offered Shares. These declarations explicitly state that the undersigned Selling Shareholder assumes no responsibility for any other statements, disclosures, or undertakings made by or relating to the Company, other Selling Shareholders, or any other person within the Prospectus.

This section details various related party transactions categorized by the nature of the transaction, including revenue from the sale of products and services, purchases of raw materials, purchases of property, plant, and equipment, legal and professional fees, job work charges, rental income, and managerial remuneration. The data is presented across three fiscal years, showing the percentage of revenue from operations for each year, and the corresponding monetary amounts in Indian Rupees (in million).

This section primarily details the identification of various personnel and entities involved in the filing and offering process, including the Company Secretary and Compliance Officer, the Book Running Lead Managers (BRLMs), and various legal and financial advisors. It also outlines the process for filing the Draft Red Herring Prospectus and the allocation of responsibilities among the BRLMs for different aspects of the offering. Furthermore, it lists numerous parties whose written consents or reports are required for inclusion in the prospectus under various sections of the Companies Act and SEBI ICDR Regulations.

This section primarily details the various activities related to the marketing and offering process for the issue, involving coordination with different types of brokers and investors. It outlines responsibilities for domestic, non-institutional, and retail marketing, as well as coordination with stock exchanges for book-building software and various post-offer activities. The text also discusses investor grievance procedures and the process for book building, including how the price band and minimum bid lot size will be determined in consultation with the company.

The company's Board of Directors comprises eight members, including two Executive Directors, two Non-Executive Directors, and four Independent Directors. The key personnel include Virendra Prakash Rathi as Chairman and Executive Director, and Vinay Rathi as Managing Director. The document details the directorship history, qualifications, and other board memberships for each director. It also clarifies that no directors have been appointed or selected as senior management personnel under any arrangement with major shareholders, and no service contracts exist for directors regarding retirement or termination.

The section details the borrowing powers of the Board of Directors, which are authorized to borrow funds up to a certain aggregate amount, subject to limits. It outlines the appointment and remuneration terms for the Chairman and Executive Director, Virendra Prakash Rathi, and the Managing Director, Vinay Rathi, including salary, commission structures, and various benefits. It also specifies the terms for Non-Executive Directors, Ankit Talesara and Pratap Singh Talesara, who are not entitled to receive remuneration or sitting fees. Furthermore, the text discusses the sitting fees for Independent Directors, the nature of compensation from subsidiaries, and the absence of contingent or deferred compensation or performance-linked bonus plans for the Directors.

The section details various confirmations regarding the directors' history and governance structure. It confirms that the directors have not held directorships in listed companies that have been suspended or delisted during their tenure. Furthermore, it states that no directors are interested in transactions with the company that would compromise their independence. The text also outlines the applicability of corporate governance provisions from the Companies Act, 2013, and SEBI Listing Regulations, and the establishment of various committees, including the Audit Committee and the Nomination and Remuneration Committee.

The document outlines various committees and functions related to compensation, stakeholder relationships, and risk management, detailing the composition and scope of these bodies. Key personnel, including the CFO and Company Secretary, are identified along with their roles and experience. Senior Management members are also detailed, including their responsibilities and recent appointments to other boards. The text also clarifies the interest of key personnel in the company and the nature of their service contracts.

The section details changes in Key Managerial Personnel and Senior Management, including appointments made around April 2025. It specifies that no non-salary payment or benefit has been given to officers within the preceding two years, except for things disclosed elsewhere, such as employee stock options or dividends payable to shareholders.

The company's promoters are Virendra Prakash Rathi, Vinay Rathi, and Pratap Singh Talesara. The shareholding breakdown shows Virendra Prakash Rathi holding 15.50%, Vinay Rathi holding 30.00%, and Pratap Singh Talesara holding 0.63% of the pre-offer equity share capital. Virendra Prakash Rathi is the Chairman and Executive Director, while Vinay Rathi is the Managing Director. The document details various aspects concerning the promoters' interests, related party transactions, and dividend policies.