Adroit Industries (India) Limited acquired ADPL before FY26 profit

Adroit Industries (India) Limited acquired 99.87% of Adroit Driveshafts Private Limited, or ADPL, for Rs 7.50 crore in 2022 at face value after an adjusted net asset value valuation found ADPL’s equity fair market value was negative. ADPL subsequently reported Fiscal 2026 profit after tax of Rs 22.193 crore on revenue from operations of Rs 127.822 crore.

Why did Adroit Industries buy ADPL at face value?

Adroit Industries subscribed to ADPL shares at face value because a May 5, 2022 valuation determined that ADPL’s equity had a negative fair market value under the adjusted net asset value, or NAV, method. The adjusted NAV method is an asset-approach valuation that values equity after adjustments to assets and liabilities. CA Aditya Chokhra, a Registered Valuer for Securities or Financial Assets, issued the valuation report.

The face-value subscription followed a special resolution passed by Adroit Industries shareholders on May 14, 2022 and an offer letter dated May 16, 2022. Adroit Industries subscribed through a preferential allotment, meaning a share issue to a selected investor rather than a public offer, for aggregate consideration of Rs 7.50 crore. The allotments occurred in multiple tranches and were completed within one year of shareholder approval.

The disclosed valuation explains the pricing mechanism but does not state why ADPL’s adjusted NAV was negative or identify individual asset and liability adjustments. The later Fiscal 2026 result therefore shows a change in ADPL’s reported operating and financial position, rather than revising the May 2022 valuation conclusion.

What ownership and business did the ADPL subscription provide?

The 2022 subscription gave Adroit Industries 99.87% ownership of ADPL, with 0.13% held by ADPL’s two original promoters. Before the allotment, Mukesh Sangla and Saurabh Sangla held 50% each of ADPL. At the Red Herring Prospectus date, Adroit Industries held 7,500,000 of ADPL’s 7,510,000 paid-up equity shares, while Mukesh Sangla and Saurabh Sangla each held 5,000 shares, or 0.07% after rounding.

ADPL was incorporated on October 31, 2019 under the Companies Act, 2013 and has its registered office at Smart Industrial Park near NATRIP in Pithampur, Dhar, Madhya Pradesh. ADPL’s stated business covers manufacturing, production, fabrication, import, export, sale, distribution and repair of automotive components, including propeller shafts, U-joints, clutch plates and rubber parts. The 2022 company milestone also records establishment of the Pithampur facility to expand torque-transmission component and propeller-shaft manufacturing.

ADPL had paid-up share capital of Rs 7.51 crore at the prospectus date, comprising 7,510,000 equity shares of Rs 10 each. Its authorised share capital was Rs 30 crore, divided into 30,000,000 equity shares of Rs 10 each. The paid-up capital includes the 10,000 shares that remained with Mukesh Sangla and Saurabh Sangla alongside Adroit Industries’ 7,500,000 shares.

How did ADPL’s FY26 profit change after the acquisition?

ADPL’s Fiscal 2026 profit after tax, or PAT, rose to Rs 22.193 crore from Rs 14.354 crore in Fiscal 2025 and Rs 12.514 crore in Fiscal 2024. PAT, under the prospectus definition, represents restated profit after deducting all expenses. Fiscal 2026 PAT was Rs 7.839 crore higher than Fiscal 2025 PAT, while PAT margin rose to 17.36% from 11.58%.

Revenue from operations increased to Rs 127.822 crore in Fiscal 2026 from Rs 123.926 crore in Fiscal 2025 and Rs 112.757 crore in Fiscal 2024. Earnings before interest, taxes, depreciation and amortisation, or EBITDA, rose to Rs 34.445 crore from Rs 26.478 crore in Fiscal 2025. EBITDA is calculated from profit before exceptional items and tax by adding finance costs, depreciation and amortisation and subtracting other income; its margin increased to 26.95% from 21.37%.

ADPL’s balance-sheet metrics also changed across the three reported fiscals. Net worth rose to Rs 61.411 crore in Fiscal 2026 from Rs 38.926 crore in Fiscal 2025 and Rs 24.206 crore in Fiscal 2024. Debt-to-equity declined to 1.07 in Fiscal 2026 from 2.16 and 3.66 respectively; the stated definition includes long-term and short-term borrowings and lease liabilities in debt.

The Fiscal 2026 improvement depends on the reported increase in revenue and margins continuing, because the source reports annual results rather than a separate recurring-revenue measure or order book. Return on capital employed, defined as earnings before interest and taxes divided by total equity plus total debt, was 24.46% in Fiscal 2026, compared with 18.76% in Fiscal 2025 and 20.00% in Fiscal 2024.

How large was ADPL among Adroit Industries’ subsidiaries?

ADPL was the larger of the two subsidiaries with disclosed financial information in Fiscal 2026, reporting Rs 127.822 crore of revenue from operations against Rs 7.009 crore at Adroit Driveshafts Canada Limited. ADPL’s revenue was about 18 times the Canadian subsidiary’s reported revenue. Adroit Driveshafts USA LLC had no financial metrics because it was incorporated on April 3, 2026.

The Canadian subsidiary, incorporated on March 10, 2022, imports and distributes driveshafts, driveline components and automotive components. It reported Fiscal 2026 PAT of Rs 1.280 crore, compared with ADPL’s Rs 22.193 crore, and Fiscal 2026 net worth of Rs 1.037 crore after negative net worth of Rs 24.3 lakh in Fiscal 2025. Adroit Industries owns 100 shares, or 100%, of the Canadian subsidiary, compared with its 99.87% holding in ADPL.

ADPL received One Star Export House recognition from the Ministry of Commerce and Industry in 2024 and a Sram Star Rating from the Madhya Pradesh Labour Department in 2026. Separately, Adroit Industries launched aluminium driveline components in 2025 and reported more than 5,000 stock-keeping units, or SKUs, in 2025. The disclosure does not assign those product or SKU developments specifically to ADPL, so it does not establish them as causes of ADPL’s Fiscal 2026 profit increase.

Conclusion

The disclosed figures show that ADPL’s reported financial profile changed materially after the 2022 face-value subscription: revenue rose from Rs 112.757 crore in Fiscal 2024 to Rs 127.822 crore in Fiscal 2026, PAT margin increased from 11.10% to 17.36%, and debt-to-equity fell from 3.66 to 1.07. Adroit Industries’ 99.87% holding means ADPL accounts for nearly all of the subsidiary’s equity ownership while retaining two minority shareholders.

What to watch next is the execution of the disclosed manufacturing and distribution expansion. ADPL’s Pithampur facility was established to expand torque-transmission component and propeller-shaft manufacturing, while Adroit Industries incorporated a US distribution subsidiary in April 2026 after incorporating the Canadian distribution subsidiary in March 2022. The source provides no financial metrics for the US subsidiary, leaving later reported results necessary to measure its contribution.