VMS TMT

Improvement in financial performance consequent to implementation of backward integration project (CCM division).

Positioned to take advantage of the steady growth in the steel bar and rods industry.

Long-term customer relationships augmented by large distribution network.

Established infrastructure with backward integration with strong logistics support.

Track record of growth in financial performance.

Experienced Promoters and committed senior management team.

The company is dependent on a retail licence agreement with Kamdhenu Limited for sale of TMT bars and the agreement is non-exclusive in nature. Pursuant to this Agreement, the company has paid a royalty of Rs. 208.57 lakhs, Rs. 654.83 lakhs, Rs. 610.66 lakhs and Rs. 535.45 lakhs, respectively, representing 0.98%, 0.85%, 0.70% and 0.61% of its total revenue from operations for the three month period ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The agreement has certain restrictions and obligations, such as minimum sales quotas, branding guidelines, packaging, and royalty payments. the company has derived 95.99%, 91.63%, 94.06% and 96.85% of its revenue from operations for the three month period ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively from sale of TMT Bars and 100% of the revenue from such sale is only under Kamdhenu Brand. If the retail licence agreement with Kamdhenu Limited is terminated, the company is may face difficulties in retaining its network of distributors and dealers that distribute the company products, which could materially and adversely impact its business, results of operations and financial condition.

Its business and profitability are substantially dependent on the availability and cost of the company raw materials and its dependent on third party suppliers for meeting the company raw material requirements which are on purchase order basis. its raw material`s consumption accounted for 82.58%, 70.25% 87.86% and 96.63% of the company total expenses for the three months period ended June 30, 2025 and the Fiscals 2025, 2024 and 2023, respectively. Any disruption to the timely and adequate supply of raw materials, or volatility in the prices of raw materials may adversely impact its business, results of operations and financial condition.

Royalty payments under the company is agreement dated November 7, 2022, with Kamdhenu Limited may impact its profitability. the company has paid royalty of Rs. 208.57 lakhs, Rs. 654.83 lakhs, Rs. 610.66 lakhs and Rs. 535.45 lakhs, representing 0.98%, 0.85% 0.70% and 0.61%, of its total revenue from operations for the three month period ended June 30, 2025, and Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively. Any increase in such royalty payments may adversely impact its business, results of operations, and financial condition.

He company is derive a significant portion of its revenue from operations from the company top ten customers, with ITS single largest customer contributing 30.19%, 30.11%, 29.09% and 28.55% of its revenue from operations in the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Loss of any of these customers or a reduction in purchases by any of them could adversely affect the company business, results of operations, cash flows and financial condition.

The company does not have long-term arrangements with any of the company customers, distributors or dealers. Any termination of its current arrangements with the company customers, distributors or dealers could materially and adversely affect its business, results of operations and financial condition.

The company is relies on its distributors for the distribution of the company is TMT Bars with whom the company does not have any exclusive formal arrangement. Any significant loss of the company is distribution network or failure by its distributors to effectively sell or market the company products could have an adverse impact on its business, results of operations, and financial condition.

The Company is primarily manufactures TMT bars contributing 95.99%, 91.63% 94.06% and 96.85% of its revenue from operations in the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. The demand and pricing of TMT Bars is volatile and sensitive to the cyclical nature of the industries it serves including raw material prices. A decrease in TMT Bar prices or sales may have a material adverse effect on its business, results of operations, prospects and financial condition.

The Company has a high debt to equity ratio of 3.78 times, 3.77 times, 4.25 times and 5.28 times for the three months period ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023 respectively, which denote the company is significant outstanding debt and financial obligations and Its inability to meet the company is financial obligations may limit its ability to pursue the company is business and could adversely affect its business, financial condition, results of operations and cash flows.

The company has entered into related party transaction with the company is Group Companies and a few its promoter group companies and will continue to enter into related party transactions. The company is cannot assure you that such transactions, individuals or in the aggregate, will not have an adverse effect on its business, financial condition, cash flows and results of operations.

The company has experienced negative operating cash flows of Rs. (2,241.88) lakhs, Rs. (1,793.82) lakhs and Rs. (1,134.76) lakhs during three months period ended June 30, 2025, Fiscal 2025 and Fiscal 2023, respectively .

One of its Group Company `VMS Industries Limited` was subjected to the penalties imposed by the BSE Limited amounting to Rs. 2,65,500. During the period ended September 30, 2021 and the financial year ended March 31, 2022, its Group Company, VMS Industries Limited ("VMS Industries") was found to be in non-compliance under Regulation 33 and Regulation 23(9) of the SEBI LODR Regulations respectively. Further, in the past, there have been disciplinary action imposed by SEBI or stock exchanges against one of the company is Promoters. its cannot assure you in the future there will no such action or regulatory proceeding initiated against it.

The names of Eternal Motors Private Limited and Subodhkumar Ajitkumar Jain, members of its Promoter Group of the Company is were published in the list of Wilful Defaulters. Any future adverse regulatory actions or penalties against the aforesaid entity and the individual or entities associated with the Promoter Group may negatively impact the Company`s reputation and business operations.

The company is manufacturing facility and its sales are concentrated in Gujarat in India, where the company is derived 98.93%, 96.71%, 98.75% and 97.42% of its revenues from operations in the three months period ended June 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively. Any significant social, political, economic or seasonal disruption, natural calamities or civil disruptions in Gujarat could have an adverse effect on its business, results of operations and financial condition.

The Company has ceased operation of its MS Pipes facility located at Bhavnagar, Gujarat which may impact the financial conditions.

The company has in the past entered into related party transactions and may continue to do so in the future.

Its face competition from national and local players and the company is inability to compete effectively may have a material adverse impact on its business, results of operations and financial condition.

The company is subject to strict quality requirement and regular quality inspections by Kamdhenu Limited, its brand licensor, and any failure to comply with quality standards may lead to cancellation of its retail license agreement with Kamdhenu Limited. In addition, its business may expose it to potential product recalls and returns, which could adversely affect the company results of operation, goodwill and the marketability of its products. Further, the company is may be exposed to potential product liability claims which could adversely affect its results of operation, goodwill and the marketability of the company products.

The company is success largely depends upon the knowledge and experience of its Promoters, Directors, Key Managerial Personnels and Senior Management Personnels as well as the company is ability to attract and retain personnel with technical expertise. its inability to retain the company Promoters, Directors, Key Managerial Personnels and Senior Management Personnels or its inability to attract and retain other personnel with technical expertise could adversely affect its business, results of operations and financial condition.

The company is annual actual production for the three months period ended June 30, 2025 and the Fiscal Years 2025, 2024 and 2023 was 35,741 MT, 1,26,065 MT, 1,60,321MT and 1,61,807MT respectively, resulting in capacity utilisation of 71.48%, 63.03%, 80.16% and 80.90% for the three-month period ended June 30, 2025, and for the Fiscals 2025, 2024, and 2023, respectively. Under-utilization of our manufacturing capacities and an inability to effectively utilize the company is expanded manufacturing capacities could have an adverse effect on its business, future prospects and future financial performance. the company is inability to accurately forecast demand for its products may have an adverse effect on its business, results of operations and financial condition.

Its business is dependent and will continue to depend on the company is manufacturing facility, and its subject to certain risks inherent in steel manufacturing process. The manufacturing process may require the company employees and labourers to work under potentially dangerous circumstances. Any slowdown or shutdown in the company is manufacturing operations that could interfere with the company operations could have an adverse effect on its business, results of operations and financial condition.

Exchange rate fluctuations may adversely affect its results of operations as a portion of the company is expenditures are denominated in foreign currencies.

Certain of its immovable properties are leased. If the company is unable to renew existing leases or relocate our operations on commercially reasonable terms, there may be an adverse effect on its business, financial condition and operations.

Its may not be able to optimally utilise the company is backward integration to enhance and support the company is business which may affect itsbusiness, results of operations and financial condition.

Its may be subject to industrial unrest and increased employee costs, which may adversely affect the company business and results of operations.

The company does not have an information security and disaster recovery system in place. Further any failure or disruption of the company is IT systems may adversely affect its business, results of operations and financial condition.

Certain legal proceedings involving one of the company is Independent Directors could adversely affect its reputation, business, financial condition and results of operations.

The company is its fleet of trucks provided by third party transportation and logistics service providers for delivery of its products to the company customers as well as raw materials to its manufacturing facility. Any delay in delivery of the company products or raw materials or increase in the charges of these entities could adversely affect its business, results of operations and financial condition. its also may be exposed to the risk of theft, accidents and/or loss of the company products in transit.

The company is dependent on third parties for the supply of utilities, such as water, gas and electricity and any disruption in the supply of such utilities could adversely affect the company is manufacturing operations.

Pricing pressure from its customers may adversely affect the company is gross margin, profitability and ability to increase its prices, which may in turn have a material adverse effect on its results of operations and financial condition.

The company is EBITDA and PAT margins are lower in comparison to its peers.

The company is financial performance may be adversely affected if Its not successful in forecasting customer demands, managing the company is inventory levels. Its inventory turnover ratio has decreased significantly. The inventory turnover ratio for the three months period ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 5.45, 6.45, 8.60 and 12.60 respectively.

The company has substantial capital expenditure and working capital requirements and may require additional financing to meet those requirements, which could have an adverse effect on its results of operations and financial condition.

Certain of the company loan facilities include prepayment clauses under which prepayment or early repayment (in full or part) may trigger payment of a penalties.

Its could incur losses under the company is purchase orders with its customers or be subjected to disputes or contractual penalties as a result of delays in delivery or failures to meet contract specifications or delivery schedules which may have a material adverse effect on its business, results of operations and financial condition.

The company has incurred indebtedness, and an inability to comply with repayment and other covenants or including variation in the interest rates under the company is financing agreements could adversely affect its business and financial condition.

The company is contingent liabilities could materially and adversely affect its business, results of operations and financial condition.

Its may not have sufficient insurance coverage to cover the company is economic losses as well as certain other risks, not covered in the company insurance policies, which could adversely affect business, results of operations and financial condition. The insured assets as a percentage of fixed assets for the three months period ended June 30, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 96.25%, 98.64%, 79.54% and 80.72% respectively.

There are outstanding legal proceedings against the Company, Promoters, Directors, Key Managerial Personnels, Senior Management Personnels and its Group Companies. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties and may adversely affect its business, results of operations and financial condition.

The company is unable to trace some of the historical records of the Company pertaining to RoC compliance for past periods. its cannot assure you that legal proceedings or regulatory actions will not be initiated against the Company in future in relation to such untraceable records.

There have been instances of discrepancies/errors/non-filings and statutory non compliances in the past under Companies Act. the company has been imposed fines/penalties amount to Rs.27.39 lakhs on the Company and other applicants for the suo-moto applications filed by the Company to rectify the non-compliances in the past. its may be subject to legal proceedings or regulatory actions by statutory authorities and its business, financial condition and reputation may be adversely affected.

Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on the company financial condition.

The company does not have documentary evidence for the educational qualification of certain Promoters of the Company.

The company is Promoters and Promoter Group have extended personal guarantees as well as corporate guarantee with respect to loan facilities availed by the Company and have provided their property as collateral security for loan facilities availed by the Company. Revocation of any or all of these personal guarantees or withdrawal of such property may adversely affect its business operations and financial condition.

Non-compliance with and changes in, safety, health, environmental laws and other applicable regulations in India, may adversely affect its business, results of operations and financial condition.

The company has filed a trademark application for its corporate logo. the company also relies on a combination of trade secret and contractual restrictions to protect its intellectual property. If its unable to protect its intellectual property rights, the company business, results of operations and financial condition may be adversely affected.

The company is require various licenses and approvals for undertaking its businesses and the failure to obtain or retain such licenses or approvals in a timely manner, or at all, may adversely affect its business, results of operations and financial condition.

After the completion of the Issue, the company Promoters will continue to collectively hold substantial shareholding in the Company.

Certain unsecured loans have been availed by it which may be recalled by lenders.

Conflicts of interest may arise out of common pursuits between the Company and its Promoter Group/ Group Companies.

Its Group Companies have incurred losses and may continue to do so in the future.

The company is manufacturing process involve processes that can cause personal injury and loss of life, severe damage to and destruction of property and equipment, which could result in incurring material liabilities, loss of revenues and increased expenses.

Changing laws, rules and regulations and legal uncertainties, including reduction in import duties on steel, adverse application of corporate and tax laws, may adversely affect its business, results of operations and prospects.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

the company is funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency. There is no assurance that the objects of the Issue will be achieved within the time frame expected or at all, or that the deployment of the Net Proceeds in the manner intended by us will result in any increase in the value of your investment.

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

Its inability to successfully implement some or all the company is business strategies in a timely manner or at all could have an adverse effect on its business.

If the company does not continue to invest in new technologies and equipment, its machines and equipment may become obsolete and its production costs may increase relative to the company competitors, which may have an adverse impact on its business, results of operations and financial condition.

Any downgrade of the company credit ratings could adversely affect its business and the non-availability of credit ratings or a poor rating may restrict the company is access to capital and thereby adversely affect its business, financial conditions, cash flows and results of operations.

Its might infringe upon the intellectual property rights of others and any misappropriation of the company is intellectual property could harm its competitive position.

The company employees may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

If the company is unable to establish and maintain an effective internal controls and compliance system, its business and reputation could be adversely affected.

Information relating to the installed manufacturing capacity, actual production and capacity utilisation of the company is manufacturing facility in India included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.

Certain sections of this Red Herring Prospectus contain information from the Dun & Bradstreet Report which the company is commissioned and purchased and any reliance on such information for making an investment decision in the Issue is subject to inherent risks.

The company has in this Red Herring Prospectus included certain Non-GAAP Measures that may vary from any standard methodology that is applicable across the TMT Bar industry and may not be comparable with financial information of similar nomenclature computed and presented by other companies.