CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain conventions
All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government”
or the “State Government” are to the Government of India, central or state, as applicable.
All references herein to the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States ofAmerica and its territories and possessions.
Page Numbers
Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.
Financial data
Unless stated otherwise or the context otherwise requires, the financial information financial ratios and anypercentage amounts, as set forth in the sections “Risk Factors”, “Our Business”, “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” beginning on pages 38, 212 and 439, respectively,
and elsewhere in this Draft Red Herring Prospectus is derived from the Restated Financial Information.
Unless stated otherwise or the context requires otherwise, the financial information and financial ratios in this
Draft Red Herring Prospectus are derived from our Restated Financial Information. The restated summary
statements of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated
summary statements of profit and loss (including other comprehensive income), the restated summary statements
of cash flows and the restated summary statement of changes in equity for the years ended March 31, 2025, March
31, 2024 and March 31, 2023 and the summary of material accounting policies and explanatory notes; which are
derived from a) the audited Ind AS financial statements of our Company as at and for the year ended March 31,
2025 prepared in accordance with the Ind AS, as prescribed under Section 133 of the Companies Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended and the other accounting principles
generally accepted in India along with the presentation requirements of Ind AS compliant Schedule III, as
applicable; and b) the special purpose financial statements as at and for the year ended March 31 2024 and March
31, 2023 which were prepared after making suitable adjustments to the accounting heads from their Indian GAAP
values following accounting policies and accounting policy choices (both mandatory exceptions and optional
exemptions availed as per Ind AS 101, First time adoption of Indian Accounting Standards) consistent with that
used at the date of transition to Ind AS (1 April, 2023) and as per the presentation, accounting policies and
grouping/classifications including revised Schedule III disclosures followed as at and for the year ended on 31
March 2025 pursuant to the E-mail dated 4 June 2025 received by the Company from Book Running LeadManagers (“BRLMs”), which confirms that the Company should prepare the financial statements in accordancewith Indian Accounting Standards (“Ind AS”) and that these financial statement are required for all the threeyears, based on E-mail October 28, 2021 from SEBI to Association of Investment Bankers of India and restated
in accordance with the requirements of Section 26 of Part I of Chapter III of the Act (as amended), the SEBI ICDRRegulations (as amended) and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issuedby the Institute of Chartered Accountants of India ("ICAI").
For further information on our Company’s financial information, please see “Restated Financial Information” on
page 323.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. In
addition, any figures sourced from third-party industry sources may be rounded off to other than two decimal
points to conform to their respective sources.
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Our Company’s financial year commences on April 1 and ends on March 31 of the next calendar year.
Accordingly, all references in this Draft Red Herring Prospectus to a particular “Financial Year”, “Fiscal” or“Fiscal Year”, unless stated otherwise, are to the 12-month period ended on March 31 of that particular calendar
year.
The degree to which the financial information included in this Draft Red Herring Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting policies
and practices, Ind AS, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Ind AS, the Companies Act 2013, the SEBI ICDR Regulations and Indian accounting policies and
practices on the financial disclosures presented in this Draft Red Herring Prospectus should accordingly be
limited. There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Draft Red Herring Prospectus and it is
urged that you consult your own advisors regarding such differences and their impact on our Company’s financial
data. For details in connection with risks involving differences between Ind AS, U.S. GAAP and IFRS, please see“Risk Factors –Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP
and IFRS, which investors may be more familiar with and may consider material to their assessment of our
financial condition” on page 77.
Unless the context otherwise indicates, any percentage amounts (excluding certain operational metrics), with
respect to the financial information of our Company in this Draft Red Herring Prospectus have been derived from
the Restated Financial Information.
Non-GAAP measures
Certain Non-GAAP measures presented in this Draft Red Herring Prospectus such as EBITDA, EBITDA Margin,
PAT Margin, Adjusted PAT Margin, Return on Equity, Return on Capital Employed, Adjusted Return on Capital
Employed, Debt to Total Equity ratio, Net debt to Total Equity ratio and Gross Fixed Asset Turnover Ratio(collectively “Non-GAAP Measures”) are a supplemental measure of our performance and liquidity that are not
required by, or presented in accordance with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures
are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, or IFRS and should
not be considered in isolation or construed as an alternative to cash flows, profit / (loss) for the year / period or
any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability
or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian
GAAP, or IFRS. In addition, these Non-GAAP Measures and other statistical and other information relating to
our operations and financial performance, may not be computed on the basis of any standard methodology that is
applicable across the industry and, therefore, a comparison of similarly titled Non-GAAP Measures or statistical
or other information relating to operations and financial performance between companies may not be possible.
Other companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a
comparative measure. Although the Non-GAAP Measures are not a measure of performance calculated inaccordance with applicable accounting standards, we compute and disclose them as our Company’s managementbelieves that they are useful information in relation to our business and financial performance.
For the risks relating to Non-GAAP Measures, see “Risk Factors – We have included in this Draft Red Herring
Prospectus certain non-GAAP financial measures and certain other industry measures related to our operations
and financial performance. These non-GAAP measures and industry measures may vary from any standard
methodology that is applicable across the industry, and therefore may not be comparable with financial or
industry related statistical information of similar nomenclature computed and presented by other companies.” on
page 74.
Industry and market data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in“Industry Overview” and “Our Business” on pages 156 and 212, respectively, has been derived from a reporttitled “Industry Report on Façade & Fenestration Market Outlook” dated September, 2025 (the “Ken Report”)that has been commissioned and paid for by our Company and prepared by Ken Research Private Limited
exclusively for the purpose of understanding the industry our Company operates in, in connection with the Offer,
pursuant to engagement letter dated April 22, 2025. The Ken Report is available on the website of our Company
at www.glasswallsystems.in/investors-relation/, until the Bid / Offer Closing Date and has also been included in“Material Contracts and Documents for Inspection – Material Documents” on page 591. Ken Research Private
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- 2025, 2024 and 2023, respectively from our domestic façade solutions. Any adverse developments in
such regions, could have an adverse impact on our business, results of operations, financial condition
and cash flows.
- • Our inability to effectively manage our growth or implement our growth strategies may have an adverse
effect on our business, results of operations, financial condition and cash flows.
- • Our projects are typically awarded to us on satisfaction of prescribed pre-qualification criteria and
following a competitive bidding process. We generated 90.68%, 97.82% and 99.37% of our revenues in
Fiscals 2025, 2024 and 2023, respectively, from projects awarded to us following a competitive bidding
process. Our business, cash flows and our financial condition may be adversely affected if we are unable
to successfully bid for new projects.
- • Our business is dependent on the performance of the real estate sector, both in the Indian and overseas
markets. Any adverse changes in the conditions affecting the real estate sector can adversely impact our
business, results of operations, cash flows and financial condition.
For a further discussion of factors that could cause our actual results to differ from our estimates and expectations,see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition andResults of Operations” on pages 38, 212 and 439, respectively.
Neither our Company, nor the Selling Shareholders, nor the BRLMs, nor any of their respective affiliates have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof
or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition.
In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares from the date of the Red Herring
Prospectus until the date of Allotment. In accordance with the requirements of SEBI, each of the Selling
Shareholders (through our Company and the BRLMs) shall, severally and not jointly, to the extent of statements
specifically made or confirmed by them in relation to themselves and their respective portion of Offered Shares
in this Draft Red Herring Prospectus, ensure that investors in India are informed of material developments until
the date of Allotment.
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Notes:
- 1. Net Worth is defined as per Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid-up share capital and
all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Net worth is calculated as sum
of equity share capital and other equity. Other equity comprises of securities premium, capital redemption reserve, retained earnings and
other comprehensive income.
- 2. Basic and diluted (equity share), restated earning per equity share is calculated as restated profit attributable to ordinary equity
shareholders divided by weighted average number of equity shares as per Ind AS 33 - earnings per share.
- 3. Basic and diluted (equity share class B), restated earning per equity share is calculated as restated profit attributable to Class B equity
shareholders divided by weighted average number of Class B equity shares as per Ind AS 33 - earnings per share. Class B equity shares
were converted into Equity Shares on July 11, 2024.
- 4. Net asset value per share is calculated as total equity divided by total number of outstanding shares at the end of the year after taking
effect of sub-division pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on April 30,
2025 and May 5, 2025.
- 5. Total borrowings include current and non-current borrowings.
For further details, see “Restated Financial Information” and “Other Financial Information” on pages 323 and
436, respectively.
Summary of Proforma Financial Information
The following information has been derived from our Proforma Financial Information as at and for the year ended
March 31, 2025:
(in ₹ million, except per share data)
*Not annualised
Notes:
- 1. Net Worth is defined as per Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid-up share capital and
all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Net worth is calculated as sum
of equity share capital and other equity. Other equity comprises of securities premium, capital redemption reserve, retained earnings and
other comprehensive income.
- 2. Basic and diluted (equity share), earning per equity share is calculated as proforma profit attributable to ordinary equity shareholders
divided by weighted average number of equity shares as per Ind AS 33 - earnings per Share plus equity shares issued as part of
consideration.
- 3. Basic and diluted (equity share class B), earning per equity share is calculated as proforma profit attributable to class B equity
shareholders divided by weighted average number of Class B equity shares as per Ind AS 33 - earnings per Share. Class B equity shares
were converted into Equity Shares on July 11, 2024.
- 4. Net asset value per share is calculated as total equity divided by total number of outstanding shares at the end of the year after taking
effect of sub-division pursuant to resolutions passed by our Board and our Shareholders in their respective meetings held on April 30,
2025 and May 5, 2025.
- 5. Total borrowings include current and non-current borrowings.
For further details, see “Proforma Financial Information” and “Risk Factors – The Proforma
Financial Information included in this Draft Red Herring Prospectus is not indicative of our future financial
Page 31
condition, cash flows or results of operations” on pages 380 and 48.
Auditor qualifications which have not been given effect to in the Restated Financial Information
There are no qualifications by our Statutory Auditors which have not been given effect to in the Restated Financial
Information.
Summary of outstanding litigation
A summary of outstanding litigation proceedings as on the date of this Draft Red Herring Prospectus as disclosedin the section titled “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDRRegulations is provided below:
- (1) Determined in accordance with the Materiality Policy
- (2) To the extent ascertainable and quantifiable
Further, as on the date of this Draft Red Herring Prospectus, there are no pending litigation proceedings involving
any of our Group Companies which will have a material impact on our Company. For further details, see“Outstanding Litigation and Other Material Developments” on page 475.
Risk factors
The following is a summary of the top 10 risk factors in relation to our Company:
- 1. Our business is dependent on certain key clients, and our top 10 clients contributed 84.29%, 93.79% and
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- 91.97% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The loss of one or
more of these clients could have an adverse effect on our business prospects, results of operations,
financial condition and cash flows.
- 2. We depend on a limited number of suppliers and we do not have long term agreements with our suppliers
for our raw materials and volatility in raw material prices and shortages or disruption in their supply
could adversely affect our business, results of operations, financial condition and cash flows.
- 3. We derived 46.86%, 46.79% and 6.52% of our revenue from operations from overseas operations, based
on the criteria set out in Ind AS 108 – Operating Segments, in Fiscals 2025, 2024 and 2023, respectively.
Any adverse events in these jurisdictions could have an adverse impact on our business, results of
operations, financial condition and cash flows.
- 4. If we fail to integrate or manage acquired companies or businesses efficiently, our overall profitability
and growth plans could be adversely affected.
- 5. We derive a portion of our revenue from our domestic façade business, which accounted for 53.14%,
53.21%, and 93.48% of our revenue from operations in the Fiscals 2025, 2024 and 2023, respectively.
Any decline in demand for our domestic façade services could have an adverse impact on our business,
results of operations, financial condition and cash flows.
- 6. We are entirely dependent on our manufacturing facility located in Vile Bhagad, Maharashtra. Any
adverse developments affecting this region or any slowdown, shutdown or unscheduled or prolonged
disruption in our manufacturing could have an adverse effect on our business, results of operations,
financial condition and cash flows.
- 7. We derive a significant portion of our revenues from the states of Maharashtra, that accounted for
22.03%, 27.56% and 47.08% our revenue from operations in Fiscals 2025, 2024 and 2023, respectively
and Karnataka that accounted for 14.71%, 22.71% and 40.90% our revenue from operations in Fiscals
2025, 2024 and 2023, respectively from our domestic façade solutions. Any adverse developments in
such regions, could have an adverse impact on our business, results of operations, financial condition
and cash flows.
- 8. Our inability to effectively manage our growth or implement our growth strategies may have an adverse
effect on our business, results of operations, financial condition and cash flows.
- 9. Our projects are typically awarded to us on satisfaction of prescribed pre-qualification criteria and
following a competitive bidding process. We generated 90.68%, 97.82% and 99.37% of our revenues in
Fiscals 2025, 2024 and 2023, respectively, from projects awarded to us following a competitive bidding
process. Our business, cash flows and our financial condition may be adversely affected if we are unable
to successfully bid for new projects.
- 10. Our business is dependent on the performance of the real estate sector, both in the Indian and overseas
markets. Any adverse changes in the conditions affecting the real estate sector can adversely impact our
business, results of operations, cash flows and financial condition.
Investors are advised to carefully read “Risk Factors” on page 38, to have an informed view before making an
investment decision in the Offer.
Summary of contingent liabilities
A summary table of contingent liabilities of our Company as on March 31, 2025 as per Ind AS 37 - Provisions,
Contingent Liabilities and Contingent Assets, as derived from the Restated Financial Information, is set forth
below:
(in ₹ million)
Also includes interest and penalty as mentioned in respective year wise demand orders.
Note:
- i. The Joint Commissioner (Appeals) adjudicated the Maharashtra VAT (MVAT) assessment for the financial years 2005-06 to 2017-18
and Central Sales Tax (CST) assessment for the financial years 2014-15 and 2015-16 against which the Company has filed appeals
with the Maharashtra Sales Tax Tribunal (MSTT). Subsequent to the year-end, MSTT passed an order dated 9 July 2025 quashing the
demand and asked relevant authorities to recompute demand based on its order. The Company is awaiting further communication from
authorities in this regard.
- ii. The total outstanding demand of ₹2.01 million pertains to the assessment year 2018-19 and was raised by the assessing officer through
an order dated September 21, 2021. An appeal against this order has been filed with the Commissioner of Income Tax. Based on
interpretations of the relevant provisions of the Income Tax Act, 1961, the Company has received legal advice indicating that the
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- demand is likely to be either deleted or substantially reduced. Accordingly, no provision has been considered necessary.
- iii. On August 31, 2024, the Company received a demand order amounting to ₹1.00 million under Section 73(9) of the UPGST Act, 2017
for financial year 2019-20. The Company has filed an appeal against the said demand with the Joint Commissioner of State Tax
(Appeals), Uttar Pradesh. Based on legal advice received, the management believes that the demand is likely to be either set aside or
substantially reduced. Accordingly, no provision has been considered necessary.
For further details of contingent liabilities of our Company as on March 31, 2025 as per Ind AS 37 - Provisions,
Contingent Liabilities and Contingent Assets, see “Restated Financial Information” on page 323.
Summary of related party transactions
A summary of the related party transactions entered into by our Company with related parties for the Financial
Years ending March 31, 2025, March 31, 2024 and March 31, 2023, as per Ind AS 24 – Related Party Disclosures
read with SEBI ICDR Regulations derived from the Restated Financial Information is detailed below:
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*The amounts disclosed in the table above are the amounts recognised as an expense during the financial year related to KMP. The amounts
do not include expense, if any, recognised toward post-employment benefits and other long-term benefits of key managerial personnel. Such
expenses are measured based on an actuarial valuation done for the Company as a whole. Hence, amounts attributable to KMPs are not
separately determinable.
For further details, see “Other Financial Information – Related Party Disclosures” on page 437.
Financing arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
Directors and their relatives (as defined in Companies Act, 2013) have financed the purchase by any other person
of securities of our Company, other than in the normal course of the business of the financing entity, during a
period of six months immediately preceding the date of this Draft Red Herring Prospectus.
Weighted average price at which Equity Shares were acquired by our Promoters and the Selling
Shareholders in the one year preceding the date of this Draft Red Herring Prospectus
The weighted average price at which Equity Shares were acquired by our Promoters and the Selling Shareholders
in the one year preceding the date of this Draft Red Herring Prospectus, is set forth below:
** Member of Promoter Group
$ Vistra ITCL (India) Limited (Trustee of Business Excellence Trust II – India Business Excellence Fund II) was formerly known as IL & FS
Trust Company Limited.
*As certified by V. Singhi & Associates, Chartered Accountants, pursuant to their certificate dated September 5, 2025.
Weighted average cost of acquisition of all shares transacted in the one year, 18 months and three years
preceding the date of this Draft Red Herring Prospectus:
SECTION III – RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before
making an investment in our Equity Shares. The risks described in this section are those that we consider to be
the most significant to our business, results of operations, cash flows and financial condition as of the date of this
Draft Red Herring Prospectus.
The risks set out in this section may not be exhaustive and additional risks and uncertainties, not currently known
to us or that we currently do not deem material, may arise or may become material in the future and may also
adversely affect our business, results of operations, cash flows, financial condition and/or prospects. If any or a
combination of the following risks, or other risks that are not currently known or are not currently deemed
material, actually occur, our business, results of operations, cash flows, and financial condition and/or prospects
could be adversely affected, the trading price of our Equity Shares could decline, and investors may lose all or
part of their investment. In order to obtain a complete understanding of our Company and our business,prospective investors should read this section in conjunction with “Our Business”, “Industry Overview”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Restated
Financial Information” on pages 212, 156, 439 and 323, respectively, as well as the other financial and statistical
information contained in this Draft Red Herring Prospectus. In making an investment decision, prospective
investors must rely on their own examination of us and our business and the terms of the Offer including the merits
and risks involved. Prospective investors should consult their tax, financial and legal advisors about the particular
consequences of investing in the Offer. Prospective investors should pay particular attention to the fact that our
Company is incorporated under the laws of India and is subject to a legal and regulatory environment which may
differ in certain respects from that of other countries. In making an investment decision, prospective investors
must rely on their own examinations of us and the terms of the Offer, including the merits and the risks involved.
This Draft Red Herring Prospectus also contains information relating to our strategies, future plans and forward-
looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ
from those anticipated in these forward-looking statements as a result of certain factors, including the
considerations described below and elsewhere in this Draft Red Herring Prospectus. For further information, see“Forward-Looking Statements” on page 25.
Our Company acquired Yes Systems Private Limited (“Yes Systems”) pursuant to a share purchase agreement
dated August 21, 2025 with effect from August 21, 2025 (the “Acquisition”). For further information, see “History
and Certain Corporate Matters – Details regarding material acquisition or divestment of business or
undertakings” on page 291”. The Proforma Financial Information has been included in this Draft Red Herring
Prospectus to illustrate the impact of the Acquisition on the results of operations and financial position had the
Acquisition taken place (i) on March 31, 2025 for the purpose of unaudited proforma balance sheet as at March
31, 2025; and (ii) on April 1, 2024 for the purpose of unaudited proforma statement of profit and loss for the year
ended March 31, 2025. For details, see “Risk Factors - The Proforma Financial Information included in this
Draft Red Herring Prospectus is not indicative of our future financial condition, cash flows or results of
operations” on page 48. Unless otherwise stated or the context otherwise requires, references in this section to
“our Company”, “the Company”, “we”, “us”, or “our” are to Glass Wall Systems (India) Limited on a
standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industryreport titled “Industry Report on Façade & Fenestration Market Outlook” dated September, 2025 (the “Ken
Report”) prepared and issued by Ken Research Private Limited, appointed by us pursuant to an engagement
letter dated April 22, 2025 and exclusively commissioned and paid for by us to enable investors to understand the
industry in which we operate in connection with the Offer. Unless otherwise indicated, financial, operational,
industry and other related information derived from the Ken Report and included herein with respect to any
particular calendar year/ Fiscal refers to such information for the relevant calendar year/ Fiscal. A copy of the
Ken Report is available on the website of our Company at www.glasswallsystems.in/investors-relation/. Further,the reference to “segments” in this section derived from the Ken Report refers to end-use sectors in accordance
with the presentation, analysis and categorization in the Ken Report, and does not constitute segment
classification under Ind AS 108 – Operating Segments. Our segment reporting in our financial statements is based
on the criteria set out in Ind AS 108 – Operating Segments and we do not present such industry segments as
operating segments. For further information, see “- Certain sections of this Draft Red Herring Prospectus
disclose information from the Ken Report which is a paid report and commissioned and paid for by us exclusively
in connection with the Offer and any reliance on such information for making an investment decision in the Offer
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is subject to inherent risks.” on page 73. Also see, “Certain Conventions, Use of Financial Information and
Market Data and Currency of Presentation” on page 22.
Internal Risk Factors
- 1. Our business is dependent on certain key clients, and our top 10 clients contributed 84.29%, 93.79% and
91.97% of our revenue from operations in Fiscals 2025, 2024 and 2023, respectively. The loss of one or
more of these clients could have an adverse effect on our business prospects, results of operations,
financial condition and cash flows.
We generate a considerable portion of our revenue from operations from certain key clients. The following table
sets forth our revenues from our top three, top five and top ten clients, including as a percentage of our revenue
from operations, for the years indicated:
Notes:
References to ‘clients’ are to clients in a particular Fiscal and do not refer to the same clients across all Fiscals.
* For Fiscal 2025, (i) our top three clients include Winpro International, LLC and two other entities whose names have not been disclosed
due to non-receipt of consent, and; (ii) our top five clients include Winpro International, LLC, Reflection Window + Wall LLC and Bagmane
Developers Private Limited and two other entities whose names have not been disclosed due to non-receipt of consent; and (iii) our top ten
clients include Winpro International, LLC, Reflection Window +Wall LLC, Bagmane Developers Private Limited, SRG Global Facades
Proprietary Limited, Coriander Specialities Private Limited and five other entities whose names have not been disclosed due to non-receipt
of consent.
** For Fiscal 2024, (i) our top three clients include Winpro International, LLC, Bagmane Developers Private Limited and Reflection Window
Company, LLC ; (ii) our top five clients include Winpro International, LLC, Bagmane Developers Private Limited, Reflection Window + Wall
LLC and two other entities whose names have not been disclosed due to non-receipt of consent (iii) our top ten clients include Winpro
International, LLC, Bagmane Developers Private Limited, Reflection Window Company, LLC, K. Raheja Private Limited and six other entities
whose names have not been disclosed due to non-receipt of consent.
*** For Fiscal 2023, (i) our top three clients include, Bagmane Developers Private Limited and two other entities whose names have not been
disclosed due to non-receipt of consent; (ii) our top five clients include Bagmane Developers Private Limited, and four other entities whose
names have not been disclosed due to non-receipt of consent (iii) our top ten clients include, Bagmane Developers Private Limited, Winpro
International, LLC and eight other entities whose names have not been disclosed due to non-receipt of consent.
The loss of any one or more of such key clients for any reason due to failure to negotiate acceptable terms, loss
of market share of these clients in their industries due to increased competition, economic factors or regulatory
changes, disputes with these clients, adverse changes in the financial condition of clients, labour strikes or other
work stoppages affecting production of these clients could have an adverse effect on our business prospects, results
of operations, financial condition and cash flows. In addition, any defaults or delays in payments by a major client
or insolvency or financial distress of any major client may have an adverse effect on business, financial condition
and results of operations. Our reliance on a few clients may also constrain our ability to negotiate our
arrangements, which may have an impact on our profit margins and financial performance. Additionally, these
key clients may also replace us with our competitors. While there has been no loss of any of our top 10 clients in
the last three Fiscals, we cannot assure you that such instances will not arise in the future. We cannot assure you
that we will be able to maintain historic levels of business from our key clients, or that we will be able to
significantly reduce client concentration in the future, all of which could have an impact on our business, results
of operations, financial condition and cash flows.
- 2. We depend on a limited number of suppliers and we do not have long term agreements with our suppliers
for our raw materials and volatility in raw material prices and shortages or disruption in their supply
could adversely affect our business, results of operations, financial condition and cash flows.
Page 41
Any disruptions in the supply chain from these countries, such as political instability, trade restrictions, or
logistical challenges, could adversely affect our ability to procure essential raw materials. Additionally,
fluctuations in exchange rates could impact the cost of imports, affecting our profit margins. Changes in
international trade policies, applicable import duties or tariffs could also result in increased costs or delays.
Furthermore, any quality issues with the imported raw materials could lead to production delays, increased costs,
and potential damage to our brand reputation, which may adversely affect our business, results of operations,
financial condition and cash flows.
- 3. We derived 46.86%, 46.79% and 6.52% of our revenue from operations from overseas operations, based
on the criteria set out in Ind AS 108 – Operating Segments, in Fiscals 2025, 2024 and 2023, respectively.
Any adverse events in these jurisdictions could have an adverse impact on our business, results of
operations, financial condition and cash flows.
We derive a portion of our revenue of operations from overseas operations, based on the criteria set out in Ind AS
108 – Operating Segments. Between April 1, 2022 and March 31, 2025, we provided our product offerings to
clients in countries such as USA and Australia. The table below sets forth our revenue from operations from
overseas operations, expressed as a percentage of revenue from operations for the years indicated:
Note:
Revenue from operations – Overseas operations refers to export sales of our façade products.
We have strategically structured our operations to ensure a healthy mix of domestic business that includes
manufacturing of façade systems, export of our products to international markets and serving the premium
fenestration market. Our international operations are subject to risks that are specific to each country and region
in which we operate, as well as risks associated with international operations, in general. These risks include
complying with changes in foreign laws, tariffs and taxes, labour laws, intellectual property enforcement issues
and changes in foreign trade and investment policies. An economic slowdown in these geographies/countries or
tightening of laws or regulations, may have a significant adverse impact on our business, financial condition, cash
flows and results of operations. Further, any errors or defaults on account of our product offerings in international
jurisdictions could result in our disqualification from the project and in some instances, we may be completely
prohibited from operating in such jurisdictions. To the extent that we are unable to effectively manage our global
operations and risks, as we implement our strategy to enter into new markets where we do not have local
knowledge and resources, we may be unable to grow or maintain our profitability, or we may be subject to
additional unanticipated costs or legal or regulatory action. While there has been no instances where we had to
face any unanticipated costs or any legal or regulatory actions on account of our international operations in the
last three Fiscals, we cannot assure you that such instances will not arise in the future. As a consequence, our
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business, financial condition, cash flows, results of operations and prospects may be adversely affected. Moreover,
geopolitical tensions and trade disputes between countries can create uncertainty and volatility in international
trade, potentially leading to sudden changes in market access or competitive dynamics. Such disruptions could
impact our ability to maintain existing client relationships or secure new business opportunities abroad.
Further, the imposition of tariffs by the US government under its “Fair and Reciprocal Plan” may impact Indian
businesses, especially those with a substantial export presence in the US market. This policy has resulted in the
imposition of tariffs across a diverse range of sectors. As a result, Indian exporters may encounter heightened
costs and uncertainties, potentially constraining their market competitiveness and profitability. For furtherinformation, see “ - Political, economic or other factors that are beyond our control may have an adverse effect
on our business and results of operations” on page 76. Accordingly, we may be subject to additional or increased
tariffs or other trade-restrictive measures which could raise our cost of sales and erode the price competitiveness
of our products in the USA, which may have an adverse impact on our business, results of operations, financial
condition and cash flows.
Our international operations may be subject to complex and varying legal and regulatory requirements, including
customs regulations, import/export controls, and environmental standards. Compliance with these regulations can
be challenging and costly, and any failure to adhere to them could result in delay in completion of projects,
penalties, fines, or restrictions on our ability to conduct business in these markets. While we have not been in non-
compliance of any such international regulations which have resulted in penalties, fines or restrictions on our
ability to conduct business in these markets in the last three Fiscals, any occurrence of such instances could have
an adverse effect on our business, results of operations, financial condition and cash flows.
Additionally, our international façade products supply operations in the USA and Australia are significantly
reliant on a select group of key clients, who contribute a substantial share to our operational revenue. The
table below sets forth certain information in relation to our key clients in the USA, including as a percentage
of our revenue from operations, for the years indicated:
*Winpro International LLC is an affiliate entity of Reflection Window + Walls LLC .
^ Name of the entity not disclosed due to non-receipt of consent.
The table below sets forth certain information in relation to our key clients in Australia, including as a
percentage of our revenue from operations, for the years indicated:
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^ Name of the entity not disclosed due to non-receipt of consent.
The potential loss of any of these key clients, whether due to contract termination, inability to agree on
favourable terms, market share erosion resulting from heightened competition, economic conditions,
regulatory alterations, disputes, or financial deterioration of these clients could have an adverse effect on our
business, results of operations, financial condition and cash flows.
- 4. If we fail to integrate or manage acquired companies or businesses efficiently, our overall profitability
and growth plans could be adversely affected.
In addition to our core façade business, with the aim of capturing the growing high-end domestic fenestration
market, we have acquired 100% equity stake in Yes Systems. Following such acquisition, Yes Systems became
our Subsidiary with effect from August 21, 2025. Yes Systems specializes in providing premium fenestration
solutions that cater to the luxury sector of the Indian market. For further information, see “History and Certain
Corporate Matters - Details regarding material acquisition or divestments of business or undertakings” on page291.
We cannot assure you that we will be able to successfully integrate Yes Systems into our existing operations as
planned. Yes Systems may have liabilities or adverse operating issues that we may have failed to discover through
due diligence prior to the acquisition. While we have not encountered any adverse pre-acquisition operating issues
with respect to Yes Systems post its acquisition, we cannot assure you that we will not witness any such adverse
operating issues in the future. In addition, we may require additional financial resources for the successful
expansion of Yes Systems and integrating its operations into our operations. Our inability to successfully integrate
Yes Systems into our operations, may affect our growth strategy, market share, profitability, or competitive
position.
In the future, while we may acquire additional businesses, integrating the operations of such acquired entities
successfully or otherwise realising any of the anticipated benefits of acquisitions, including anticipated cost
savings and additional revenue opportunities, involves a number of potential challenges. These integration
activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected
costs, including: our inability to achieve the operating synergies anticipated in the acquisitions; possible cash flow
interruption or loss of revenue as a result of transitional matters; generating sufficient revenues and net income to
offset acquisition costs; retaining key senior management and key sales and marketing and research and
development personnel, particularly those of the acquired operations; diversion of management attention from on-
going business concerns to integration matters; failing to realise the potential cost savings or other financial
benefits and/or the strategic benefits of the acquisition; and integrating and documenting processes and controls.
While we have not experienced any of the aforesaid instances with respect to Yes Systems post its acquisitions,
we cannot assure you that such instances will not arise in the future. If we fail to properly evaluate acquisitions or
investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in
excess of what we anticipate. The failure to successfully integrate the operations or otherwise to realise any of the
anticipated benefits of the acquisition could seriously harm our business, results of operations, financial condition
and cash flows.
- 5. We derive a portion of our revenue from our domestic façade business, which accounted for 53.14%,
53.21%, and 93.48% of our revenue from operations in the Fiscals 2025, 2024 and 2023, respectively. Any
decline in demand for our domestic façade services could have an adverse impact on our business, results
of operations, financial condition and cash flows.
We classify our business operations into (i) domestic façade solutions; (ii) international façade products supply;
and (iii) fenestration solutions, and derive majority of our revenues from our domestic façade business. The table
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below sets forth details of our revenue from our business verticals for the years indicated:
Note:
We commenced our fenestration business following our acquisition of Yes Systems with effect from August 21, 2025. Accordingly, we did not
generate any revenues from such business in the last three Fiscals. Further, Yes Systems generated revenue from operations of ₹ 338.07million from domestic fenestration solutions in Fiscal 2025.
The domestic façade solutions market is closely linked to the real estate sector, which is subject to cyclical
fluctuations, including periods of recovery, expansion, oversupply, and contraction. As a result, demand for façade
solutions may vary in line with trends in new construction and renovation activities. The domestic façade market
is also influenced by various macroeconomic factors and is subject to volatility. Demand for these services is
influenced by a variety of factors, including changes in regulatory requirements, and the overall economic
environment of the real-estate and construction industries. Any adverse developments in these areas could result
in decreased demand for our services, potentially impacting our profitability. For instance, during periods of
economic uncertainty, construction projects may be delayed or cancelled, directly affecting our revenue. Changes
in government policies, such as alterations in building codes or zoning regulations, can impact the demand for
façade systems. While we have not faced any instances of the abovementioned factors having an adverse impact
on our business, results of operations, financial condition and cash flows in the last three Fiscals, we cannot assure
you that such instances will not occur in the future. Additionally, the entry of new players with innovative business
models or disruptive technologies could disrupt the market equilibrium and adversely affect our business, resultsof operations, financial condition and cash flows. For further information on competition, see “ – The façade
solutions industry is intensely competitive and our inability to compete effectively may adversely affect our
business, results of operations, financial condition and cash flows” on page 59.
- 6. We are entirely dependent on our manufacturing facility located in Vile Bhagad, Maharashtra. Any
adverse developments affecting this region or any slowdown, shutdown or unscheduled or prolonged
disruption in our manufacturing could have an adverse effect on our business, results of operations,
financial condition and cash flows.
Our Company undertakes manufacturing activities at a single facility located in Vile Bhagad, Raigad,
Maharashtra. Our operations are also supported by the manufacturing facility of Yes Systems located in Vile
Bhagad, Raigad, Maharashtra, and any adverse developments affecting the region, such as social, political, or
economic disruptions, natural calamities, or changes in policies by state or local governments or the government
of India, may negatively impact our business, financial condition, cash flows, and results of operations. Our
business is also dependent on our ability to manage our manufacturing facility, which is subject to various
operational risks, including those beyond our control, such as equipment breakdowns, industrial accidents, severe
weather conditions, and natural disasters. Any significant malfunction or breakdown of our machinery may entail
substantial repair and maintenance costs and cause delays in our operations. If we are unable to repair the
malfunctioning machinery in a timely manner or at all, our operations may need to be suspended until replacement
machinery is procured. Moreover, catastrophic events could also destroy any inventory stored in our
manufacturing facility.
Any unscheduled or prolonged disruption of our manufacturing operations, including power failure, fire and
unexpected mechanical failure of equipment, obsolescence, labour disputes, strikes, lock-outs, earthquakes and
other natural disasters, industrial accidents or any significant social, political or economic disturbances, or
infectious disease outbreaks, could reduce our ability to manufacture our products and adversely affect sales and
revenues from operations in such period. The occurrence of any such incidents could also result in a destruction
of certain assets, and adversely affect our results of operations. Any such disruption may interrupt our operations,
which may interfere with manufacturing process, requiring us to either stop our operations or repeat activities that
may involve additional time and increase our costs. Disruptions in our manufacturing operations could delay
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production or require us to temporarily cease operations at our manufacturing facility. We may be subject to
manufacturing disruptions due to contraventions by us of any of the conditions of our regulatory approvals, which
may require our manufacturing facility to cease, or limit, production until the disputes concerning such approvals
are resolved. As regulatory approvals are site specific, we may be unable to transfer manufacturing activities to
another location immediately. In the event of prolonged interruptions in the operations of our manufacturing
facility, we may have to make alternate arrangements for supplies and products in order to meet our production
requirements, which could affect our profitability and which may have an adverse impact on our business, results
of operations, financial condition and cash flows. While we have not experienced any significant disruptions and
catastrophic events at our manufacturing facility in the last three Fiscals, we cannot assure that such instances will
not occur in the future. Our inability to effectively respond to and rectify any disruption in a timely manner and
at an acceptable cost could lead to a slowdown or shutdown of our operations or under-utilization of our
manufacturing facility, which in turn may adversely affect our business, results of operations, cash flows and
financial condition. For further information, see “ - Our operations involve activities and handling of machinery
which are hazardous in nature and could result in a suspension of operations and/or the imposition of civil or
criminal liabilities which could adversely affect our business, results of operations, cash flows and financial
condition” on page 47.
- 7. We derive a significant portion of our revenues from the states of Maharashtra, that accounted for
22.03%, 27.56% and 47.08% our revenue from operations in Fiscals 2025, 2024 and 2023, respectively
and Karnataka that accounted for 14.71%, 22.71% and 40.90% our revenue from operations in Fiscals
2025, 2024 and 2023, respectively from our domestic façade solutions. Any adverse developments in such
regions, could have an adverse impact on our business, results of operations, financial condition and cash
flows.
We derive a significant portion of our revenues from the states of Maharashtra and Karnataka as part of our
domestic façade solutions business. The table below sets forth details of our revenues generated in such states,
including as a percentage of our revenue from operations, for the years indicated:
* Others includes states such as Gujarat, Haryana and Delhi.
Due to the geographic concentration of the sale of our product offerings, our operations are susceptible to local
and regional factors in such states, such as adverse economic and weather conditions, social and political events,
natural disasters, demographic changes, and other unforeseen events and circumstances. While we have not
experienced any such instances which adversely impacted our business and results of operations during the last
three Fiscals, we cannot assure you that such instances will not arise in the future. Any significant social, political
or economic disruption, natural calamities or civil disruptions in these regions, changes in policies of the State or
local governments or the Government of India or adverse developments related to competition in these regions,
may adversely affect our business, results of operations, financial condition and cash flows.
- 8. Our inability to effectively manage our growth or implement our growth strategies may have an adverse
effect on our business, results of operations, financial condition and cash flows.
We have experienced growth in our financial performance in Fiscal 2024. The table below sets forth certain
financial information for the years indicated:
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(1) Year-on-year growth (%) is calculated as a percentage of revenue from operations of the relevant year less revenue from operations of the
preceding year, divided by revenue from operations of the preceding year.
(2) PAT Margin is calculated as restated profit for the year divided by revenue from operations, expressed as a percentage.
Our growth strategies include strategically expanding our global reach, continuing to enhance our leadership in
domestic markets, focusing on expanding our luxury fenestration business through integration of Yes Systems
and driving growth and improving profitability through capacity expansion, backward integration and
technological advancement to enhance operational efficiency and market competitiveness. For furtherinformation, see “Our Business – Strategies” on page 229. We cannot assure you that our future growth strategy
will be successful or that we will be able to continue to expand further, or at the same rate. Our ability to manage
our future growth will depend on our ability to continue to implement and improve operational, financial and
management systems on a timely basis, ability to identify market opportunities, and to expand, train, motivate and
manage our personnel. We cannot assure you that our personnel, systems, procedures and controls will be adequate
to support our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced
profitability and may adversely affect our growth prospects. Our inability to manage our business and implement
our growth strategy could have an adverse effect on our business, results of operations, financial condition and
cash flows.
- 9. Our projects are typically awarded to us on satisfaction of prescribed pre-qualification criteria and
following a competitive bidding process. We generated 90.68%, 97.82% and 99.37% of our revenues in
Fiscals 2025, 2024 and 2023, respectively, from projects awarded to us following a competitive bidding
process. Our business, cash flows and our financial condition may be adversely affected if we are unable
to successfully bid for new projects.
Our contracts are obtained through a competitive bidding process which involves certain pre-qualification criteria
like experience, capacity and performance, net worth, reputation for quality, safety record, financial strength and
size of previous contracts in similar projects. In selecting contractors for major projects, clients generally limit the
tender to contractors they have pre-qualified based on these criteria, although price competitiveness of the bid is
the most important selection criterion. Set forth below are certain details in relation to our contracts based on the
tendering process, including as a percentage of our revenue from operations, for the years indicated:
Our ability to bid for and win such projects is dependent on our ability to show experience of working on similar
or larger projects and developing strong execution capabilities and credentials to execute similar or more
challenging projects. The growth of our business mainly depends on our ability to obtain new contracts in the
sectors in which we operate. Non-compliance with the terms and conditions stipulated in tender contracts can also
result in being blacklisted or debarred from participating in future tenders floated by the company. This exclusion
from participating in future tendering processes significantly impacts our ability to bid for subsequent projects.
Furthermore, being blacklisted or debarred can cause reputational damage, undermining client trust and
potentially leading to financial losses. While there have not been any instances in the last three Fiscals where we
have been blacklisted or debarred from participating in future tenders, there can be no assurance that such
instances will not occur in future. Our future results of operations and cash flows can fluctuate materially from
period to period depending on the timely award of contracts, commencement of work and completion of projects
in the scheduled time period. If we fail to qualify or are unable to obtain new contracts, our business, results of
operations, financial condition and cash flows could be adversely affected. We cannot assure that we will continue
to be awarded projects in future or achieve projects of higher project value.
Projects awarded to us may also be subject to litigation by unsuccessful bidders, which may result in delay in
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award of the projects and/or notification of appointed dates, for the bids where we have been successful, which
may result in us having to retain unallocated resources and as a result, it would adversely affect our results of
operations, cash flows and financial condition. Further, we may be required to incur substantial expenditure, time
and resources in defending such litigation. While there have been no such instances in the last three Fiscals,
however, any unsuccessful outcome in any such proceedings may lead to termination of a contract awarded to us
in future, could have a material adverse effect on our business, revenue from operations and cash flows going
forward.
- 10. Our business is dependent on the performance of the real estate sector, both in the Indian and overseas
markets. Any adverse changes in the conditions affecting the real estate sector can adversely impact our
business, results of operations, cash flows and financial condition.
We rely entirely on the performance of the real estate sector for our business and we are exposed to fluctuations
in the performance of the sector. Our operations are directly dependent on the performance of the real estate sector
domestically and globally. The table below set out the revenues generated from the real estate developers, general
contractors and corporate clients and others, including as a percentage of our revenue from operations, for the
years indicated:
* Others includes revenue from scrap sales, duty drawback and rebates, job work services and government grant accrued.
The real estate sector is subject to various economic, regulatory, and technological changes that can significantly
influence its growth and stability. Demand for our products may be influenced by various external factors,
including economic downturns, regulatory developments, technological advancements, and evolving consumer
preferences. Furthermore, challenges such as global supply chain disruptions, geopolitical uncertainties, and
changes in government policies—such as customs regulations, taxation, or other trade-related restrictions, some
or all of which may also have an adverse effect on the real estate sector and, consequently, on our business. As
real estate supply-demand dynamics fluctuate, developers tend to recalibrate façade specifications, balancing
aesthetics, energy performance, and compliance within tighter cost envelopes. (Source: Ken Report) While we
have not had instances of disruptions in global supply chains, geopolitical tensions and changes in government
policies customs, taxes or other barriers or restrictions that have had an adverse impact on the real estate sector,
which in turn have had an adverse impact on our business, results of operations, financial condition and cash flows
in the last three Fiscals, we cannot assure you that such instances will not occur in the future. A decline in
economic activity in India or in international markets may have an adverse effect on consumer and industrial
demand for new infrastructural structures or complexes. If development of real estate declines, it would have a
corresponding impact on the demand for our services and product offerings leading to lower margins or slack in
project executions and may materially and adversely affect our business, financial condition, results of operations,
cash flows and business prospects.
- 11. Our operations involve activities and handling of machinery which are hazardous in nature and could
result in a suspension of operations and/or the imposition of civil or criminal liabilities which could
adversely affect our business, results of operations, cash flows and financial condition.
Certain operations at our manufacturing facility, including handling of machineries and certain activities at our
project sites including installation of panel can cause accidents during the manufacturing or project execution
process, respectively, resulting in serious injuries or death of employees or other persons, if improperly handled,
and cause damage to our properties or equipment and the properties of others. Despite ensuring that employee
safety manuals covering employee safety and environmental procedures are in place and that hazard identification
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and risk assessments with respect to our operations are periodically carried out, our operations are subject to
significant hazards, including explosions, fires, mechanical failures and other operational problems, inclement
weather and natural disasters. While we have not experienced any such accidents or incidents at our manufacturing
facility our at project sites in the last three Fiscals, we cannot assure you that such incidents will not occur in the
future. The occurrence of any of these hazards could result in a suspension of operations and/or the imposition of
civil or criminal liabilities. We may also face claims and litigation, filed on behalf of persons alleging injury
predominantly as a result of occupational exposure to hazards at our units. If these claims and lawsuits,
individually or in the aggregate, are resolved against us, our business, results of operations, cash flows and
financial condition could be adversely affected. Further, our clients may require us to invest in additional safety
protocols which impose incremental expenses and may impact our ability to operate at optimum efficiencies. Any
such action by any of our clients may adversely impact our business, results of operations, cash flows and financial
condition.
- 12. Our inability to adopt new technologies for our manufacturing processes could adversely affect our
business, results of operations, financial condition and cash flows. Changes in technology may render
our current technologies obsolete or require us to undertake substantial capital investments, which could
adversely affect our results of operations.
Our manufacturing facility are equipped with manufacturing techniques which use advanced technology.
However, we cannot assure you that in the future, we will be able to successfully make timely and cost effective
enhancements, additions or replacements to our current technological infrastructures. Our industry is subject to
technological changes with the constant introduction of new and enhanced processes, machinery and technologies.
Technologies currently under development or that may be developed in the future, if employed by our existing
competitors or new entrants, may adversely affect our competitiveness. The development and application of new
technologies involve time, substantial cost and risk. Our competitors may be able to deploy new technologies
before us and we cannot predict how emerging and future technological changes will affect our operations or the
competitiveness of our services. Our inability to successfully adopt and implement such technological changes
may increase our costs, which may adversely affect our business, results of operations, financial condition and
cash flows.
- 13. The Proforma Financial Information included in this Draft Red Herring Prospectus is not indicative of
our future financial condition, cash flows or results of operations.
Our Company acquired Yes Systems Private Limited (“Yes Systems”), a company engaged in fenestration
solutions with effect from August 21, 2025 (the “Acquisition”). Our historical operational and financialinformation prior to the Acquisition is not comparable to that subsequent to such acquisition. Accordingly, we
have prepared and presented the illustrative proforma impact of the Acquisition on our financial position as at
March 31, 2025 as if the Acquisition had been consummated on March 31, 2025 and its financial performance for
the year ended March 31, 2025 as if the Acquisition had consummated at April 1, 2024. The proforma impact of
the acquisition is reflected in the proforma financial information for Fiscal 2025, and reflects proforma
adjustments to make (i) accounting policies of financial information of Yes Systems consistent with that of our
Company, and (ii) other directly attributable adjustments relating to the acquisition.
The proforma unaudited financial information for the Acquisition comprises the proforma balance sheet as at
March 31, 2025, and the proforma statement of profit and loss for the year ended March 31, 2025, read with the
notes to the proforma unaudited financial information. For further information relating to applicable proformaadjustments, see “Proforma Financial Information” on page 380. Our Statutory Auditors have issued a report in
accordance with SAE 3420 on the Proforma Financial Information. The adjustments are as set out under“Proforma Adjustments” therein, and include adjustments to make (i) accounting policies of financial information
of Yes System consistent with that of our Company, and (ii) other directly attributable adjustments to the said
acquisitions. The Proforma Financial Information has been prepared for illustrative purposes only, and illustrates
the impact of the Acquisition on our Company’s balance sheet as of March 31, 2025 and the profit and loss forthe year ended March 31, 2025 as if the Acquisition had been consummated on March 31, 2025 and our financial
performance for the year ended March 31, 2025, as if the Acquisition had consummated at April 1, 2024.
The Proforma Financial Information addresses a hypothetical situation and does not represent our actual
consolidated financial condition or results of operations, and is not intended to be indicative of our future financial
condition, cash flows and results of operations. The adjustments set forth in the Proforma Financial Information
are based upon available information and assumptions that our management believes to be reasonable.
Accordingly, the Proforma Financial Information may not be an accurate representation of what our actual results
Page 49
of operations, cash flows and financial position would have been for such periods or as of such dates as they are
assumed to have been effected, nor are these intended to be indicative of expected results or operations in the
future periods or our future financial position. As the Proforma Financial Information is prepared for illustrative
purposes only, it is, by its nature, subject to change and may not give an accurate picture of the actual financial
results that would have occurred had such transactions by us been effected on the dates they are assumed to have
been effected, and is not intended to be indicative of our future financial performance.
Further, our Proforma Financial Information was not prepared in accordance with accounting or other standards
and practices generally accepted in jurisdictions other than India, such as Regulation S-X under the U.S. Securities
Act, in connection with an offering registered with the SEC under the U.S. Securities Act and consequently donot comply with the SEC’s rules or requirements of other jurisdictions on presentation of the proforma financialinformation. Further, the rules and regulations related to the preparation of proforma financial information in other
jurisdictions may vary significantly from the basis of preparation as set out in the Proforma Financial Information
included in this Draft Red Herring Prospectus. Therefore, the Proforma Financial Information should not be relied
upon as if it has been prepared in accordance with those standards and practices. If various assumptions underlying
the preparation of the Proforma Financial Information do not come to pass, our actual results could be materially
different from those indicated in the Proforma Financial Information.
Accordingly, the Proforma Financial Information included in this Draft Red Herring Prospectus is not intended to
be indicative of expected results or operations in the future periods or the future financial position of our Company
or a substitute for our past results, and the degree of reliance placed by investors on our Proforma Financial
Information should be limited.
- 14. Our Statutory Auditors examination report on our Restated Financial Information disclose certain
emphasis of matters and modifications which were included in the auditors reports on audited financial
statements for year ended March 31, 2025 and special purpose financial statements for years ended March
31, 2024 and March 31, 2023.
Our Statutory Auditors examination report on our Restated Financial Information discloses certain emphasis ofmatters and modifications included in their respective auditors’ report on audited financial statement for the yearended March 31 2025 and the special purpose financial statements for the years ended March 31, 2024 and March
31, 2023, which do not require any adjustment to the Restated Financial Information.
The Statutory Auditors have drawn attention to a note to each of the special purpose financial statements for the
years ended March 31, 2024 and March 31, 2023, which states that the basis of preparation of these special purpose
financial statements have been prepared following accounting policies and accounting policy choices (both
mandatory exceptions and optional exemptions availed as per Ind AS 101 – First-time Adoption of Indian
Accounting Standards) consistent with those used at the date of transition to Ind AS and as per the presentation,
accounting policies and grouping/classifications followed as at and for the years ended March 31, 2024 and 2023,
and to comply with the e-mail dated October 28, 2021 from SEBI to the Association of Investment Bankers of
India, which has been received by the Company from the BRLMs on June 4, 2025. In accordance with the said e-
mail, the Company should prepare the special purpose financial statements in accordance with Ind AS. As a result,
the special purpose financial statements may not be suitable for another purpose.
Further, the Statutory Auditor’s report for the year ended March 31, 2025 includes modification which do not
require any adjustment to the Restated Financial Information under “Report on Other Legal and Regulatory
Requirements” paragraph on maintenance of books of accounts and audit trail in respect of accounting software
used by the Company.
Our Statutory Auditor has included certain modifications in the annexure to their audit report on the Companies(Auditor’s Report) Order, 2020 for the year ended March 31, 2025, which do not require any adjustment inRestated Financial Information. These matters include pending transfer of title deeds for certain immovable
properties in the name of our Company, reconciliation between quarterly returns/ statements filed with the
Company with banks and financial institution and unaudited books of accounts, delays in depositing undisputed
statutory dues and non-deposition of disputed statutory dues with respect to income tax, sales tax and value added
tax.
There is no assurance that our auditors’ reports for any future fiscal periods will not contain matters of emphasisor other modifications or remarks which could subject us to additional liabilities, due to which our reputation and
financial condition may be adversely affected.
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- 15. Our Statutory Auditor has included certain qualifications and certain modifications in their auditor report
and in the annexure to their audit report on the Companies (Auditor’s Report) Order, 2020 on thestatutory financial statements for the years ended March 31, 2024 and March 31, 2023 and any suchmodification or qualification in the auditors’ report on our statutory financial statements in the futuremay adversely affect our business, results of operations, financial condition and cash flows.
Our Statutory Auditors have included qualification in their statutory audit reports on our statutory Indian GAAP
financial statements for the years ended March 31, 2024 and March 31, 2023, which do not require any adjustment
in Restated Financial Information which indicates that basis the VAT assessment completed for certain prioryears, a provision of ₹ 312.13 million as of balance sheet date is required in respect of other years whereassessment were not concluded. No provision was recognized by our company in this regard on the basis that such
amounts can be recovered from the customers.
Subsequent to March 31, 2025, Maharashtra Sales Tax Tribunal passed an order dated July 9, 2025, quashing the
demand and asked relevant authorities to recompute demand based on its order.
Further, the Statutory Auditor’s report for the year ended March 31, 2024 includes modification which do not
require any adjustment to the Restated Financial Information under “Report on Other Legal and Regulatory
Requirements” paragraph on audit trail in respect of accounting software used by the Company.
Our Statutory Auditor has included certain modification in the annexure to their audit report on the Companies(Auditor’s Report) Order, 2020 for the year ended March 31, 2024 and March 31, 2023, which do not require anycorrective adjustment in Restated Financial Information. These matters include pending transfer of title deeds for
certain immovable properties in the name of our Company, reconciliation between quarterly returns/ statements
filed with the Company with banks and financial institution and unaudited books of accounts, delays in depositing
undisputed statutory dues and non-deposition of disputed statutory dues with respect to income tax, sales tax and
value added tax.
There is no assurance that our auditors’ reports for any future fiscal periods will not contain such modification orqualification matters of emphasis or other modifications or remarks which could subject us to additional liabilities
due to which our reputation and financial condition may be adversely affected. Further, any failure or delay in
payment of such statutory dues may expose us to statutory and regulatory action, as well as significant penalties,
and may adversely impact our business, results of operations, cash flows and financial condition.
- 16. We are dependent on third parties for certain operational processes and any failure by these third parties
to meet required quality standards could have an adverse impact on our business, results of operations,
financial condition and cash flows.
We rely third parties for certain essential operations in our business, including procuring the glass used in our
façade solutions and coating of aluminium extrusions and sheets used in our façade solutions. This reliance
exposes us to significant risks related to quality and adherence to contractual timelines. While we have multiple
suppliers for glass procurement, the coating of aluminium extrusions and sheets is limited to a single supplier.
Any failure by these third parties to meet the required quality standards could result in substandard products,
which may not only compromise the functionality and safety of our façades but also lead to damage to our
reputation. Additionally, delays in the delivery of processed glass or coated aluminium extrusions can disrupt our
project schedules, causing delays in the completion of our installations. Such delays can lead to penalties for
missed deadlines, increased costs due to extended project timelines, and potential loss of future business
opportunities. While we have not experienced any quality issues or delays by such third parties in the last three
Fiscals which had an adverse impact on our business, results of operations, financial condition and cash flows, wecannot assure you that such instances will not occur in the future. Also see “Our Business – Strategies – Drive
growth and improve profitability through capacity expansion, backward integration and technological
advancement to enhance operational efficiency and market competitiveness” on page 231.
- 17. Our business is manpower intensive. Our business may be adversely affected by work stoppages, increased
wage demands by our employees, or an increase in minimum wages, and if we are unable to engage new
employees at commercially attractive terms.
Our operations are manpower intensive and we are dependent on our manufacturing staff for a significant portion
of our operations. The success of our operations depends on the availability of and maintaining good relationships
