Tarini International Limited is an Indian-listed specialized **Turnkey Contractor and Consultancy** firm. Historically focused on the power generation, transmission, and distribution (**T&D**) sectors, the company is currently undergoing a strategic pivot to diversify into aviation and unmanned aerial vehicle (**UAV**) services. The company operates through a lean corporate structure, leveraging technical expertise to manage projects both in India and across emerging markets in Africa. --- ### **Core Engineering & Infrastructure Operations** The company’s foundational business is built on professional consultancy and **Engineering, Procurement, and Construction (EPC)** services. It operates as an integrated provider covering the entire lifecycle of power projects. * **Small Hydro Power (SHP) Specialization:** Tarini provides end-to-end consultancy for hydro plants. It is currently pursuing statutory clearances for new small hydro schemes in **Karnataka** and managing upgrades for the **Damanganga SHP Projects** in Gujarat. * **Transmission & Distribution (T&D):** The company designs and implements transmission lines and substations. Active domestic projects include the execution of an additional bay at the **Motapanda (Gujarat)** terminating substation and the energization of a **66 kV** double circuit line. * **Technical Upgrades & O&M:** A key revenue driver is the provision of specialized manpower for system upgrades. Current work includes the installation of **PLC-based** integrated control systems and **Digital Turbine Governor (DTC)** systems. * **Substation Infrastructure:** The firm handles complex civil and electrical works, such as the recent installation of a **6.3 MVA Transformer** at the 3.3 / 66 kV substation at Damanganga, including gantry erection and civil foundations. --- ### **Strategic Pivot: Aviation and UAV Services** In **October 2023**, Tarini officially amended its **Memorandum of Association (MOA)** to enter the aviation sector. This diversification is intended to mitigate the cyclical nature of the power sector and target a profit level of **5% to 10%** of capital investment. | Phase | Strategic Objective | Status / Target | | :--- | :--- | :--- | | **Phase 1** | **Flying Training Organization (FTO)** | Seeking **NOCs** and approvals for pilot training. | | **Phase 2** | **Non-Scheduled Operations (NSOP)** | **DGCA** clearances received; aircraft procurement in progress. | | **Phase 3** | **Maintenance, Repair & Overhaul (MRO)** | Due diligence complete; target setup by **early 2024/2025**. | * **Infrastructure & Assets:** The company is establishing a specialized office near **Delhi Airport** and is in advanced negotiations for the acquisition of light aircraft. * **Industrial UAV Applications:** A primary goal is deploying **Drones and Unmanned Aerial Vehicles (UAVs)** for specialized inspections in the energy, infrastructure, and oil sectors. --- ### **Financial Performance & Capital Structure** Tarini maintains a stable equity base but has faced recent pressure on profitability, leading to a suspension of dividend payments to preserve internal accruals for expansion. **Key Financial Metrics:** | Metric | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :---: | :---: | :---: | | **Operational Income** | **Rs. 2.00 Crores** | **Rs. 2.19 Crores** | **Rs. 1.79 Crores** | | **Standalone Reserves** | — | — | **Rs. 1,800.86 Lakhs** | | **Consolidated Reserves** | — | — | **Rs. 1,541.51 Lakhs** | **Equity & Shareholding (as of March 31, 2024):** * **Authorised Capital:** **Rs. 1,350.00 Lakhs** * **Paid-up Capital:** **Rs. 1,299.80 Lakhs** (comprising **1,29,98,000** equity shares at **Rs. 10** face value). * **Promoter Concentration:** High promoter skin-in-the-game with **Mr. Vakamulla Chandrashekhar (53.99%)** and **Mrs. V. Anu Naidu (15.40%)** holding the majority of the equity. --- ### **Global Footprint & Subsidiary Network** The company extends its reach through international joint ventures and domestic subsidiaries, though these entities currently present financial challenges. * **International Presence:** Tarini has completed T&D projects in **South Africa**. It holds a joint venture with **Cobra Instalaciones Y servicos S.A. (Spain)** for a **2x60MVA substation** in **Osogbo, Nigeria** (commencement pending). * **European Investment:** The company has advanced **Euro 80,000** (approx. **INR 59.16 Lakhs**) for a **51%** stake in **Hydro Power & Holding Experts GmbH (Germany)**, pending share allotment. * **Subsidiaries & Associates:** * **Subsidiaries:** Tarini Sugars and Distilleries Limited, Venture Infrastructure Limited. * **Associates:** Tarini Infrastructure Limited (**34.99%**), Tarini Life Sciences Limited. --- ### **Human Capital & Compensation Framework** Tarini operates with a lean permanent staff of **30 employees**. The company utilizes a performance-linked remuneration model to align management interests with shareholders. * **Remuneration Trends:** In **FY 2024-25**, the median employee remuneration increased by **10%**. * **Executive Pay:** The **Managing Director** took **0%** increment, while the **CFO and Company Secretary** received **15%** increments. * **Director-to-Median Ratio:** The ratio of Director remuneration to median employee pay is **10:4.9**. --- ### **Critical Risk Factors & Regulatory Challenges** Investors should note significant legal and financial headwinds that have resulted in **Qualified Audit Opinions**. **1. Legal & Regulatory Litigation:** * **SEBI Penalty:** A **Rs. 5.05 Crore** penalty is currently under appeal in the **Supreme Court**. The Court has ordered the recovery of **50%** of the penalty while staying the remainder. * **ED & MCA Investigations:** A company farmhouse was provisionally attached by the **Enforcement Directorate** in 2017 (currently stayed). Additionally, an **MCA investigation** under **Section 210(1)(c)** is ongoing regarding alleged non-compliances. * **ROC Summons:** The company is contesting summons from the **Dwarka District Court** related to **ROC show-cause notices**, with proceedings currently stayed by the **High Court**. **2. Financial Integrity Concerns:** * **Erosion of Net Worth:** Subsidiaries have suffered recurring losses. Auditors have warned that if proper provisions for these investments were made, the company’s reported profit would shift to a **loss (e.g., a projected loss of Rs. 72.93 Lakhs for FY25)**. * **Internal Control Weaknesses:** Auditors identified material weaknesses in assessing long-term investment impairments and reconciling trade receivables and statutory dues (GST, PF, Income Tax). * **Unconfirmed Balances:** There is a lack of external confirmation for various loans, advances, and trade receivables, making their recoverability uncertain. **3. Operational Risks:** * **Manpower Dependency:** The business is highly sensitive to the availability of **specialized technical staff**. Rising labor costs and talent shortages directly impact consultancy margins. * **Market Transition:** The Indian power sector is moving from a regulated return model to **market-driven pricing**, increasing competitive pressure from larger, integrated engineering firms.