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PROSPECTUS
Dated: September 16, 2025
(Please read Section 32 of the Companies Act, 2013)
100% Book Built Issue
(Please Scan this QR Code to view Prospectus)
AIRFLOA RAIL TECHNOLOGY LIMITED
(Formerly known as Airfloa Rail Technology Private Limited and Air Flow Equipments (India) Private Limited)
CIN: U30204TN1998PLC041571
REGISTERED OFFICE CONTACT PERSON EMAIL ID AND TELEPHONE WEBSITE
No 9 Chelliamman Koilstreet Keelkttalai Mr. Thygarajan Sivakumar Email-id: cs@ airflow.co.in
Chennai-117 Tamil Nadu 600117 India Company Secretary and https://www.airflow.co.in/
Tel.: +91 9600621490
Compliance Officer
PROMOTERS OF OUR COMPANY:
MR. VENKATESAN DAKSHINAMOORTHY, MR. MANIKANDAN DAKSHNA MOORTHY, MS. NANDHINI MANIKANDAN AND MR. SATISHKUMAR
VENKATESAN
DETAILS OF THE ISSUE
TYPE FRESH ISSUE OFS SIZE (BY NUMBER OF TOTAL ISSUE SIZE ELIGIBILITY
SHARES OR BY AMOUNT)
TYPE Fresh Upto 65,07,000 Equity Shares NIL Upto 65,07,000 Equity The Issue is being made pursuant to
Issue of face value of ₹ 10 each Shares aggregating to ₹ Regulation 229(2) and 253(1) of Chapter IX of
(“Equity Shares”) aggregating 9,109.80 Lakhs the SEBI (ICDR) Regulations, 2018, as
up to ₹ 9,109.80 Lakhs (“Issue”) *Subject to finalization of amended.
*Subject to finalization of Basis Basis of allotment
of allotment
DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION – NOT APPLICABLE AS THE
ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISKS IN RELATION TO THE FIRST ISSUE
This being the first Public Issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity shares is ₹ 10 each. The Floor Price,
Cap Price and Issue Price is to be determined by our Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for
the Equity Shares by way of the Book Building Process, as stated in the “Basis for the Issue Price” beginning on page 96 of this Prospectus and should not be taken to be
indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares
nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of
losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended or
approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention
of the investors is invited to “Risk Factors” beginning on page 33 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and
the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in
any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a
whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares offered through this Prospectus are proposed to be listed on the SME Platform of BSE (“BSE SME”). Our Company has received an ‘In principle’
approval letter dated August 11, 2025 from BSE SME for using its name in this offer document for listing our shares on the SME Platform of BSE. For the purpose of this
Issue, the Designated Stock Exchange will be BSE Limited.
BOOK RUNNING LEAD MANAGER: GYR CAPITAL ADVISORS PRIVATE LIMITED
NAME AND LOGO CONTACT PERSON E-MAIL ID AND TELEPHONE
Telephone: +91 87775 64648
Mr. Mohit Baid E-mail: info@gyrcapitaladvisors.com
Investor Grievance E-mail Id: investors@gyrcapitaladvisors.com
GYR Capital Advisors Private Limited
REGISTRAR TO THE ISSUE: KFIN TECHNOLOGIES LIMITED
NAME AND LOGO CONTACT PERSON E-MAIL ID AND TELEPHONE
Tel: +91 40 6716 2222
M Murali Krishna Email: airfloa.ipo@kfintech.com
KFIN Technologies Limited Investor Grievance Email: einward.ris@kfintech.com
ISSUE PROGRAMME
ANCHOR WEDNESDAY, BID/ ISSUE THURSDAY BID/ ISSUE MONDAY
INVESTOR SEPTEMBER 10, OPENS ON# SEPTEMBER CLOSES ON* SEPTEMBER 15, 2025#
BIDDING 2025* 11, 2025
DATE
* Our Company, in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor shall bid on the
Anchor Investor Bidding Date i.e. one Working Day prior to the Bid/ Issue Opening Date.
# UPI mandate end time and date shall be at 5:00 p.m on the Bid/ Issue Closing Date.
1This Page Has Been Intentionally Left Blank
Pursuant To Schedule VI Of Securities And Exchange Board Of India (Issue Of Capital And Disclosure
Requirements) Regulations, 2018.
2PROSPECTUS
Dated: September 16, 2025
(Please read 32 of the Companies Act, 2013)
100% Book Built Offer
AIRFLOA RAIL TECHNOLOGY LIMITED
(Formerly known as Airfloa Rail Technology Private Limited and Air Flow Equipments (India) Private Limited)
Our Company was originally incorporated as ‘Air Flow Equipments (India) Private Limited’ a private limited company under the Companies Act, 1956 at Chennai, Tamil Nadu, pursuant to a certificate of incorporation
dated December 14, 1998, issued by the Registrar of Companies, Tamil Nadu, Chennai, (“RoC”). Thereafter, name of our Company was changed from ‘Air Flow Equipments (India) Private Limited’ to ‘Airfloa Rail
Technology Private Limited’, consequent to name change, pursuant to a special resolution passed by the shareholders of our Company on July 18, 2024, and a fresh certificate of incorporation consequent to change of
name was issued by the Registrar of Companies, Central Processing Centre on August 27, 2024. Thereafter, name of our Company was changed from ‘Airfloa Rail Technology Private Limited’ to ‘Airfloa Rail Technology
Limited’, consequent to conversion of our Company from private to public company, pursuant to a special resolution passed by the shareholders of our Company on September 12, 2024 and a fresh certificate of
incorporation consequent to conversion of the company was issued by the Registrar of Companies, Central Processing Centre on November 15, 2024. Our Company’s Corporate Identity Number is
U30204TN1998PLC041571. For details of change in Registered office of our Company, please refer to the chapter titled “History and Certain Corporate Matters” on page 152 of this Prospectus.
Registered Office: No 9 Chelliamman Koilstreet Keelkttalai Chennai-117, Tamil Nadu 600117, India
Tel: +91 9600621490; E-mail id: cs@airflow.co.in ; Website: https://www.airflow.co.in/
Contact Person: Mr. Thygarajan Sivakumar, Company Secretary and Compliance Officer;
Corporate Identity Number: U30204TN1998PLC041571
OUR PROMOTERS: MR. VENKATESAN DAKSHINAMOORTHY, MR. MANIKANDAN DAKSHNA MOORTHY, MS. NANDHINI MANIKANDAN AND MR. SATHISHKUMAR VENKATESAN
INITIAL PUBLIC OFFER OF UP TO 65,07,000 EQUITY SHARES OF FACE VALUE ₹ 10 EACH (THE “EQUITY SHARES”) OF AIRFLOA RAIL TECHNOLOGY LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH
AT AN ISSUE PRICE OF ₹ 140 PER EQUITY SHARE (INCLUDING A SECURITIES PREMIUM OF ₹ 130 PER EQUITY SHARE) (“ISSUE PRICE”), AGGREGATING UP TO ₹ 9,109.80 LAKHS (THE “ISSUE”) OF WHICH UPTO
3,26,000 EQUITY SHARES AGGREGATING TO ₹ 456.40 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET
MAKER RESERVATION PORTION I.E. ISSUE OF UPTO 61,81,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AT AN ISSUE PRICE OF ₹ 140 PER EQUITY SHARE AGGREGATING UPTO ₹ 8,653.40 LAKHS IS
HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 27.15 % AND 25.79 % RESPECTIVELY OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR
COMPANY.
THE FACE VALUE OF EQUITY SHARES IS ₹10/- EACH. THE ISSUE PRICE IS 14.00 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR
COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER AND WILL BE ADVERTISED IN ALL EDITION OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY
NEWSPAPER), ALL EDITION OF JANSATTA (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER, AND TAMIL EDITION OF HINDU TAMIL THISAI, (A WIDELY CIRCULATED TAMIL DAILY
NEWSPAPER, TAMIL BEING THE REGIONAL LANGUAGE OF TAMILNADU WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ ISSUE OPENING DATE AND
SHALL BE MADE AVAILABLE TO THE SME PLATFORM OF BSE (“BSE SME”) FOR THE PURPOSES OF UPLOADING ON THEIR WEBSITE.
In case of any revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional working days after such revision of the Price Band, subject to the total Bid/Issue Period not exceeding 10 Working Days. In cases of force majeure,
banking strike or similar circumstances, our Company, for reasons to be recorded in writing extend the Bid/Issue Period for a minimum of three Working Days, subject to the Bid/Issue Period not exceeding 10 Working Days. Any revision in the Price
Band, and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges by issuing a press release and also by indicating the change on the website of the BRLM and at the terminals of the Members of
the Syndicate and by intimation to Designated Intermediaries and Sponsor Bank.
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI ICDR Regulations, as amended, wherein not
more than 50 % of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of
the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being
received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB
Portion for proportionate allocation to QIBs. (the “Net QIB Portion”). Further, the SEBI ICDR Regulations read with SEBI ICDR (Amendment) Regulations, 2025, states that not less than 35% of the Net Issue shall be available for allocation to Individual
Investors who applies for minimum application size. Not less than 15% of the Net Issue shall be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be available for allocation to Bidders with an
application size of more than two lots and up to such lots as equivalent to not more than ₹10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than ₹10.00 Lakhs and under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of shares in non-institutional investors’ category, the allotment to
each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified
in this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations, 2025.All potential Bidders (except Anchor Investors) are required to mandatorily participate in the issue only through the Application Supported by Blocked Amount (“ASBA”)
process providing details of their respective ASBA accounts, and UPI ID in case of IBs using the UPI Mechanism, if applicable, in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor
Bank under the UPI Mechanism, as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 239 of this
Prospectus. A copy of the Prospectus will be filed with the Registrar of Companies as required under Section 26 of the Companies Act, 2013.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares by our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Issue Price as determined by our
Company in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in the “Basis for Issue Price” beginning on 96 of this Prospectus
should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully
before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 33
of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Company and the Issue, which is material in the context of the Issue, that the information contained
in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as
a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares issued through this Prospectus are proposed to be listed on the SME Platform of BSE (“BSE SME”). Our Company has received an ‘In-principle’ approval letter dated August 11, 2025 from BSE for using its name in this Issue document
for listing our shares on the SME Platform of BSE (“BSE SME”). For the purposes of the Issue, the Designated Stock Exchange shall be BSE Limited. A copy of the Prospectus and the Prospectus shall be filed with the RoC in accordance with Sections
26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents that will be available for inspection from the date of the Prospectus until the Bid/ Issue Closing Date, see “Material Contracts and Documents for Inspection”
beginning on page 294 of this Prospectus.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
GYR Capital Advisors Private Limited Kfintech Technologies Limited
Address: 428, Gala Empire, Near JB Tower, Drive in Road, Thaltej, Address: Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Serilingampally,
Ahmedabad-380 054, Gujarat, India. Hyderabad – 500 032, Telangana
Telephone: +91 8777564648 Tel: +91 40 6716 2222
E-mail Id: info@gyrcapitaladvisors.com Toll-free No.: 1800 309 4001
Website: www.gyrcapitaladvisors.com Email: airfloa.ipo@kfintech.com
Investor Grievance E-mail Id: investors@gyrcapitaladvisors.com Website: www.kfintech.com
Contact Person: Mr. Mohit Baid Investor Grievance Email: einward.ris@kfintech.com
SEBI Registration Number: INM000012810 Contact Person: Mr. M Murali Krishna
CIN: U67200GJ2017PTC096908 SEBI Registration Number: INR000000221
CIN: L72400TG2017PLC117649
ISSUE PROGRAMME
ANCHOR INVESTOR BID/ ISSUE PERIOD*: WEDNESDAY, BID/ ISSUE OPENS ON#: THURSDAY, SEPTEMBER 11, 2025 BID/ ISSUE CLOSES ON*: MONDAY, SEPTEMBER 15, 2025 **
SEPTEMBER 10, 2025
* Our company, in consultation with the Book Running Lead Manager, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor shall bid on the Anchor Investor bidding date i.e. one Working
Day prior to the Bid/ Issue opening Date.
#UPI mandate end time and date shall be at 5:00 p.m on the Bid/ Issue Closing Date.
3This Page Has Been Intentionally Left Blank
Pursuant To Schedule VI Of Securities And Exchange Board Of India (Issue Of Capital And Disclosure Requirements)
Regulations, 2018.
4Contents
SECTION I – GENERAL ....................................................................................................................................................................................... 6
DEFINITIONS AND ABBREVIATIONS .................................................................................................................................................... 6
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION ........................................................................................................................................................................................ 20
FORWARD - LOOKING STATEMENTS ................................................................................................................................................. 22
SECTION II – SUMMARY OF ISSUE DOCUMENT ....................................................................................................................................... 23
SECTION III – RISK FACTORS ........................................................................................................................................................................ 33
SECTION IV - INTRODUCTION ....................................................................................................................................................................... 56
THE ISSUE .................................................................................................................................................................................................. 56
SUMMARY OF FINANCIAL INFORMATION ....................................................................................................................................... 58
GENERAL INFORMATION ...................................................................................................................................................................... 59
CAPITAL STRUCTURE ............................................................................................................................................................................ 69
OBJECTS OF THE ISSUE ......................................................................................................................................................................... 85
BASIS FOR ISSUE PRICE ......................................................................................................................................................................... 96
STATEMENT OF SPECIAL TAX BENEFITS ....................................................................................................................................... 103
SECTION V – ABOUT THE COMPANY ......................................................................................................................................................... 106
INDUSTRY OVERVIEW ......................................................................................................................................................................... 106
OUR BUSINESS ........................................................................................................................................................................................ 116
KEY INDUSTRIAL REGULATIONS AND POLICIES ........................................................................................................................ 146
HISTORY AND CERTAIN CORPORATE MATTERS ......................................................................................................................... 152
OUR MANAGEMENT ............................................................................................................................................................................. 157
OUR PROMOTER AND PROMOTER GROUP ................................................................................................................................... 169
OUR GROUP COMPANY ........................................................................................................................................................................ 175
OUR SUBSIDIARY ................................................................................................................................................................................... 177
DIVIDEND POLICY ................................................................................................................................................................................. 179
SECTION VI – FINANCIAL INFORMATION ............................................................................................................................................... 180
RESTATED FINANCIAL STATEMENTS .............................................................................................................................................. 180
OTHER FINANCIAL INFORMATION.................................................................................................................................................. 181
CAPITALISATION STATEMENT .......................................................................................................................................................... 183
FINANCIAL INDEBTEDNESS ............................................................................................................................................................... 184
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS .............. 192
SECTION VII: LEGAL AND OTHER INFORMATION ................................................................................................................................ 204
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ............................................................................................. 204
GOVERNMENT AND OTHER STATUTORY APPROVALS .............................................................................................................. 209
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................................................... 215
SECTION VIII – ISSUE INFORMATION ....................................................................................................................................................... 227
TERMS OF THE ISSUE ........................................................................................................................................................................... 227
ISSUE STRUCTURE ................................................................................................................................................................................ 235
ISSUE PROCEDURE ................................................................................................................................................................................ 239
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................................................... 268
SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION............................................ 269
SECTION X: OTHER INFORMATION .......................................................................................................................................................... 294
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .................................................................................................... 294
DECLARATION ..................................................................................................................................................................... 296
5SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or unless
otherwise specified, shall have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines or
policies shall be to such legislation, act, regulation, rules, guidelines or policies as amended, supplemented or re-enacted from time
to time, and any reference to a statutory provision shall include any subordinate legislation made from time to time under that
provision.
The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the same meaning
ascribed to such terms under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and
regulations made thereunder. Further, Issue related terms used but not defined in this Prospectus shall have the meaning ascribed to
such terms under the General Information Document.
Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Industrial Regulations and Policies”, “Statement of
Possible Special Tax Benefits”, “Financial Information”, “Basis for Issue Price”, “Outstanding Litigation and Material
Developments” and “Description of Equity Shares and Terms of the Articles of Association” beginning on pages 106, 146, 103,
180, 96, 204 and 269 respectively, shall have the meaning ascribed to them in the relevant section.
GENERAL AND COMPANY RELATED TERMS
Term Description
“Company”, “our Airfloa Rail Technology Limited (formerly known as Airfloa Rail Technology Private Limited and
Company”, “the Air Flow Equipments (India) Private Limited), a public limited company incorporated in India
Company”, “the Issuer”, under the Companies Act, 1956 having its registered office at No 9 Chelliamman Koilstreet
“AIRFLOA RAIL” or Keelkttalai Chennai-117 Tamil Nadu 600117 India.
“AIRFLOA” “ARTL”
Our Promoters Mr. Venkatesan Dakshinamoorthy, Mr. Manikandan Dakshna moorthy, Ms. Nandhini Manikandan
and Mr. Sathishkumar Venkatesan
Promoters’ Group Companies, individuals and entities (other than companies) as defined under Regulation 2(1)(pp)
of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled “Our Promoter and
Promoter Group” on page 169 of this Prospectus
COMPANY RELATED TERMS
Term Description
Articles/Articles of Articles of Association of our Company.
Association/AOA
Audit Committee The Audit Committee of the Board of Directors constituted in accordance with Section 177 of the
Companies Act, 2013. For details refer section titled “Our Management” on page 157 of this
Prospectus.
Auditor/ Statutory Auditor/ Statutory and peer review auditor of our Company, namely, M/s. Varadarajan & Co, Chartered
Peer Review Auditor Accountants.
Bankers to the Company Axis Bank Limited and Union Bank of India Limited
Board of Directors/ The Board of Directors of Airfloa Rail Technology Limited unless otherwise specified.
Board/BOD
“Central Registration It’s an initiative of the Ministry of Corporate Affairs (MCA) in Government Process Re-
Centre (CRC)” engineering (GPR) with the specific objective of providing speedy incorporation related services
in line with the best global practices. For more details, please refer
http://www.mca.gov.in/MinistryV2/central+registration+centre+content+page.html
Companies Act The Companies Act, 1956/2013 as amended from time to time.
CIN Corporate Identification Number of our Company i.e. U30204TN1998PLC041571.
Chairman Chairman of our Company is Mr. Venkatesan Dakshinamoorthy
Chief Financial Officer The Chief Financial officer of our Company, being Mr. P S Karunakaran
(CFO)
Company Secretary and The Company Secretary and Compliance Officer of our Company, being Mr. Thygarajan
Compliance Officer Sivakumar.
Depositories Act The Depositories Act, 1996, as amended from time to time.
DIN Director Identification Number.
Director(s) Directors on our Board as described “Our Management” beginning on page 157 of this Prospectus.
Equity Shares Equity Shares of our Company of Face Value of ₹ 10/- each unless otherwise specified in the context
thereof.
Equity Shareholders Persons/ Entities holding Equity Shares of Our Company.
6Term Description
ED Executive Director.
Group Companies Companies with which there have been related party transactions, during the last three financial
years, as covered under the applicable accounting standards and other companies as considered
material by the Board in accordance with the Materiality Policy.
Independent Director A non-executive & Independent Director as per the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Indian GAAP Generally Accepted Accounting Principles in India.
ISIN INE0XBS01012
Key Managerial Personnel Key Managerial Personnel of our company in accordance with Regulation 2(1)(bb) of the SEBI
/ Key Managerial ICDR Regulations, 2018 and Section 2(51) of the companies Act, 2013 as applicable and as further
Employees/KMP disclosed in the section titled “Our Management” on page 157 of this Prospectus.
KPI Key Performance Indicator
KPIs KPIs are numerical measures of the issuer company’s historical financial or operational
performance and financial or operational positions
KPI circular SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2025/28 dated February 28, 2025, issued
by the Securities and Exchange Board of India (‘SEBI’) titled “Industry Standards on Key
Performance Indicators (“KPIs”) Disclosures in the draft Offer Document and Offer
Document.”
Legal Advisors to the Issue The Legal Advisors being, M/s. Vidhigya Associates, Advocates
LLP LLP incorporated under the Limited Liability Partnership Act, 2008.
Materiality Policy The policy on identification of group companies, material creditors and material litigation, adopted
by our Board on June 19, 2025 in accordance with the requirements of the SEBI ICDR Regulations.
MOA/ Memorandum/ Memorandum of Association of our Company as amended from time to time.
Memorandum of
Association
MD Managing Director of our Company is Mr. Venkatesan. Dakshinamoorthy
Joint MD Joint Managing Director of our company is Mr. Manikandan Dakshna moorthy
Non-Residents A person resident outside India, as defined under FEMA
Nomination and The Nomination and Remuneration Committee of our Board of Directors constituted in accordance
Remuneration Committee with Companies Act, 2013. For details refer section titled “Our Management” on page 157 of this
Prospectus.
Non-Executive Director A Director not being an Executive Director or an Independent Director.
NRIs / Non Resident A person resident outside India, as defined under FEMA and who is a citizen of India or a Person
Indians of Indian Origin under Foreign Outside India Regulations, 2000.
Promoters The Promoters of our company, being Mr. Venkatesan Dakshinamoorthy, Mr. Manikandan
Dakshna moorthy, Ms. Nandhini Manikandan and Mr. Sathishkumar Venkatesan. For details, see
“Our Promoter and Promoter Group” on page 169 of this Prospectus.
Promoter Group Person and entities constituting the promoter group of our company, pursuant to Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoter and Promoter Group”
on 169 of this Prospectus.
Registered Office No 9 Chelliamman Koilstreet Keelkttalai Chennai-117, Chennai-117, Tamil Nadu, India, 600117
Restated Financial The Restated Financial Information of our Company, which comprises the Restated Statement of
Information/Restated assets and liabilities, the Restated Statement of profit and loss, the Restated Statement of cash flows
Financial Statements for the year ended on March 31, 2025, 2024 and 2023 along with the summary statement of
significant accounting policies read together with the annexures and notes thereto prepared in terms
of the requirements of Section 32 of the Companies Act, the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as
amended from time to time.
ROC / Registrar of Registrar of Companies, Chennai.
Companies
Shareholders Shareholders of our company
Stakeholders Relationship The Stakeholders Relationship Committee of our Board of Directors constituted in accordance with
Committee Section 178 of the Companies Act, 2013 and Listing Regulations. For details refer section titled
“Our Management” on page 157 of this Prospectus.
Subsidiary Company Sree Dakssnaa Aerospace And Defence India Private Limited
Whole-time Director/WTD Whole-time director(s) on our Board, as described in “Our Management”, beginning on page 157
of this Prospectus
ISSUE RELATED TERMS
7Term Description
Abridged Prospectus Abridged Prospectus means a memorandum containing such salient features of a Prospectus as
may be specified by SEBI in this behalf.
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of registration
of the Application.
Allotment/Allot/Allotted Unless the context otherwise requires, allotment of Equity Shares offered pursuant to the Fresh
Issue pursuant to successful Bidders.
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company.
Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been allotted Equity Shares
after the Basis of Allotment has been approved by the Designated Stock Exchanges.
Application Supported by An application, whether physical or electronic, used by applicants to make an application
Blocked Amount / ASBA authorising a SCSB to block the application amount in the ASBA Account maintained with the
SCSB.
ASBA Account An account maintained with the SCSB and specified in the application form submitted by ASBA
applicant for blocking the amount mentioned in the application form.
ASBA Applicant Any prospective investor who makes an application pursuant to the terms of the Prospectus and the
Application Form including through UPI mode (as applicable).
ASBA Bid A Bid made by ASBA Bidder.
ASBA Bidder Any prospective investor(s) / Bidder (s) in this Issue who apply(ies) through the ASBA process.
ASBA Form An application form, whether physical or electronic, used by ASBA Applicant and which will be
considered as the application for Allotment in terms of the Prospectus
Allotment Issue of the Equity Shares pursuant to the Issue to the successful applicants.
Allottee(s) The successful applicant to whom the Equity Shares are being/have been issued.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
the requirements specified in the SEBI ICDR Regulations and the Prospectus and who has Bid for
an amount of at least ₹ 200 lakhs.
Anchor Investor Allocation The price at which Equity Shares will be allocated to the Anchor Investors in terms of the
Price Prospectus and the Prospectus, which will be decided by our Company in consultation with the
Book Running Lead Managers during the Anchor Investor Bid/ Issue Period.
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
Application Form which will be considered as an application for Allotment in terms of the Red Herring Prospectus
and Prospectus
Anchor Investor Bid/ Issue One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor Investors shall
Period be submitted and allocation to the Anchor Investors shall be completed.
Anchor Investor Issue Price The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms of the
Red Herring Prospectus and the Prospectus, which price will be equal to or higher than the Issue
Price but not higher than the Cap Price i.e ₹ 140/- per equity share.
The Anchor Investor Issue Price will be decided by our Company, in consultation with the Book
Running Lead Managers.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company, in consultation with the
Book Running Lead Managers, to the Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to
valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations.
Banker(s) to the Issue Banks which are clearing members and registered with SEBI as bankers to an issue and with whom
the Public Issue Account will be opened, in this case being Axis Bank Limited.
Bid An indication to make an Issue during the Bid/ Issue Period by a Bidder (other than an Anchor
Investor) pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/ Issue
Period by an Anchor Investor, pursuant to submission of the Anchor Investor Application Form,
to subscribe to or purchase the Equity Shares at a price within the Price Band, including all
revisions and modifications thereto as permitted under the SEBI ICDR Regulations and in terms
of the Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed
accordingly.
Bid Lot 2,000 Equity Shares and in multiples of 1,000 Equity Shares thereafter
Bid/Issue Closing Date The date after which the Designated Intermediaries will not accept any Bids, being Monday
September 15, 2025, which shall be published in All editions of Financial Express (a widely
circulated English national daily newspaper), All editions of Jansatta (a widely circulated Hindi
national daily newspaper) and Hindu Tamil Thisai (Regional Newspaper).
Our Company in consultation with the BRLM, may, consider closing the Bid/Issue Period for QIBs
one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR
Regulations. In case of any revision, the extended Bid/ Issue Closing Date shall be widely
disseminated by notification to the Stock Exchanges, and also be notified on the websites of the
8Term Description
BRLM and at the terminals of the Syndicate Members, if any and communicated to the Designated
Intermediaries and the Sponsor Bank, which shall also be notified in an advertisement in same
newspapers in which the Bid/ Issue Opening Date was published, as required under the SEBI ICDR
Regulations
Bid/Issue Opening Date The date on which the Designated Intermediaries shall start accepting Bids, being Thursday,
September 11, 2025, which was published in All editions of Financial Express (a widely circulated
English national daily newspaper), All editions of Jansatta (a widely circulated Hindi national daily
newspaper) and Hindu Tamil Thisai (Regional Newspaper).
Bid/ Issue Period The period between the Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of
both days, during which prospective Bidders could submit their Bids, including any revisions
thereof in accordance with the SEBI ICDR Regulations and the terms of the Prospectus. Provided,
however, that the Bidding shall be kept open for a minimum of three Working Days for all
categories of Bidders.
Our Company in consultation with the Book Running Lead Manager may consider closing the
Bid/Issue Period for the QIB Portion One Working Day prior to the Bid/Issue Closing Date which
shall also be notified in an advertisement in same newspapers in which the Bid/Issue Opening
Date was published, in accordance with the SEBI ICDR Regulations.
In cases of force majeure, banking strike or similar circumstances, our Company in consultation
with the BRLM, for reasons to be recorded in writing, extend the Bid / Issue Period for a minimum
of three Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days.
Bidder/ Investor Any prospective investor who makes a bid for Equity Shares in terms of the Prospectus.
Bid Amount The amount at which the bidder makes a bid for the Equity Shares of our Company in terms of
Prospectus.
Bid cum Application Form The form in terms of which the bidder shall make a bid, including ASBA Form, and which shall
be considered as the bid for the Allotment pursuant to the terms of this Prospectus.
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations,
in terms of which the Issue is being made.
Book Running Lead The Book Running Lead Manager to the Issue, being GYR Capital Advisors Private Limited.
Manager/ BRLM
Basis of Allotment The basis on which equity shares will be allotted to successful applicants under the Issue and which
is described in paragraph titled ‘Basis of allotment’ under chapter titled “Issue Procedure” starting
from page no. 239 of this Prospectus.
Bidding Centres Centres at which the Designated Intermediaries shall accept the Application Forms i.e. Designated
SCSB Branch for SCSBs, Specified Locations for members of the Syndicate, Broker Centres for
Registered Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for
CDPs.
Broker Centres Broker centres notified by the Stock Exchanges where ASBA Applicants can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names and the
contact details of the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com).
Business Day Monday to Friday (except public holidays).
CAN or Confirmation of The Note or advice or intimation sent to each successful Applicant indicating the Equity which will
Allocation Note be allotted, after approval of Basis of Allotment by the designated Stock Exchange.
Cap Price The higher end of the Price Band, being ₹ 140/-.
Client ID The client identification number maintained with one of the Depositories in relation to demat
account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participant/ CDP who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms of
the circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI UPI
Circulars, issued by SEBI and as per the list available on the websites of BSE and NSE.
Circular on Streamlining The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
of Public Issues/ UPI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
Circular SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Master circular, SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022, SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent circulars or
notifications issued by SEBI or any other governmental authority in this regard.
9Term Description
Controlling Such branches of SCSBs which coordinate Applications under the Issue with the LM, the Registrar
Branches and the Stock Exchange, a list of which is available on the website of SEBI at
http://www.sebi.gov.in or at such other website as may be prescribed by SEBI from time to time.
Cut Off Price The Issue Price finalised by our Company, in consultation with the Book Running Lead Manager
which shall be any price within the Price Band.
Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations,
2018.
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms. The details of such
Designated CDP Locations, along with names and contact details of the Collecting Depository
Participants eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com)
Designated Date The date on which relevant amounts are transferred from the ASBA Accounts to the Public Issue
Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs
(in case of UPI Bidders using the UPI Mechanism, instruction issued through the Sponsor Bank)
for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue
Account, in terms of the Prospectus following which Equity Shares will be Allotted in the Issue.
Demographic Details Details of the Applicants including their address, name of the father/husband, investor status,
occupation and bank account details and UPI ID, where applicable.
Designated Intermediaries/ Collectively, the members of the Syndicate, sub-syndicate Members/ Agents, SCSBs (other than
Collecting agent in relation to Individual Bidders using the UPI Mechanism), Registered Brokers, CDPs and
CRTAs, who are authorised to collect Bid cum Application Forms from the Bidders (Other than
Anchor Investors), in relation to the Issue.
In relation to ASBA Forms submitted by Individual Bidders bidding in the individual investor
portion by authorizing an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and
RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not using the UPI
Mechanism), Designated Intermediaries shall mean Syndicate, sub-syndicate/ agents, SCSBs,
Registered Brokers, the CDPs and RTAs.
Designated RTA Locations Such locations of the RTAs where Applicants can submit the ASBA Forms to RTAs. The details
of such Designated RTA Locations, along with names and contact details of the RTAs eligible to
accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com ), as updated from time to time.
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms (other than ASBA Forms
Branches submitted by IIs where the Application Amount will be blocked upon acceptance of UPI Mandate
Request by such II using the UPI Mechanism), a list of which is available on the website of SEBI
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. Intermediaries or at such
other website as may be prescribed by SEBI from time to time.
Designated Stock SME Platform of BSE Limited (SME exchange) (“BSE SME”)
Exchange
Depository Participant A Depository Participant as defined under the Depositories Act, 1996.
Designated Market Giriraj Stock Broking Private Limited will act as the Market Maker and has agreed to receive or
Maker deliver the specified securities in the market making process for a period of three years from the
date of listing of our Equity Shares or for a period as may be notified by amendment to SEBI ICDR
Regulations.
DP ID Depository Participant’s identity number.
Draft The Draft Red Herring Prospectus dated June 30, 2025 issued in accordance with Section 26 and
Red Herring 32 of the Companies Act, 2013 and SEBI ICDR Regulation.
Prospectus/DRHP
Electronic Transfer of Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Funds
Eligible FPI(s) FPIs from such jurisdictions outside India where it is not unlawful to make an offer / invitation
under the Issue and in relation to whom the Application Form and the Prospectus constitutes an
invitation to subscribe to the Equity Shares.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation under
the Issue and in relation to whom the Application Form and the Prospectus will constitute an
invitation to subscribe to or to purchase the Equity Shares
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an Issue or invitation
under the Issue and in relation to whom the Prospectus constitutes an invitation to purchase the
10Term Description
Equity Shares Issued thereby and who have opened demat accounts with SEBI registered qualified
depositary participants.
Equity Listing The listing agreements to be entered into by our Company with the Stock Exchange in relation to
Agreements our Equity Shares.
Escrow and Sponsor Bank Agreement dated August 20, 2025 entered into amongst our Company, the Registrar to the Issue,
Agreement the Book Running Lead Manager and Banker to the Issue and Sponsor Bank, to receive monies
from the Applicants through the SCSBs Bank Account on the Designated Date in the Public Issue
Account.
Escrow Account(s) Account(s) opened with the Bank(s) to the Issue pursuant to Escrow and Sponsor Bank Agreement.
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue under
the SEBI (Bankers to an Issue) Regulations, 1994 and with whom the Escrow Account(s) will be
opened, in this case being Axis Bank Limited.
First Applicant The Applicant whose name appears first in the Application Form or the Revision Form and in case
of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in
joint names.
Floor Price The lower end of the Price Band being 133.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign Venture
Investors Capital Investor) Regulations, 2000.
FPI / Foreign Portfolio A Foreign Portfolio Investor who has been registered under Securities and Exchange Board of
Investor India (Foreign Portfolio Investors) Regulations, 2014, provided that any FII or QFI who holds a
valid certificate of registration shall be deemed to be a foreign portfolio investor till the expiry of
the block of three years for which fees have been paid as per the SEBI (Foreign Institutional
Investors) Regulations, 1995, as amended.
Fresh Issue The Fresh Issue of Upto 65,07,000 Equity Shares aggregating up to ₹ [•] Lakhs.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1) (lll) of the SEBI ICDR Regulations.
General Information The General Information Document for investing in public issues prepared and issued in
Document (GID) accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
and the UPI Circulars, as amended from time to time. The General Information Document shall be
available on the websites of the Stock Exchange and the Book Running Lead Manager.
GIR Number General Index Registry Number
Individual Bidder(s) or Individual Bidders, submitting Bids, who applies for minimum application size for two lots.
Individual Investor(s) or Provided that the minimum application size shall be above ₹2,00,000/- (including HUFs applying
II(s) or IB(s) through their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs).
Issue Agreement The agreement dated June 03, 2025 amongst our Company and the Book Running Lead Manager,
pursuant to which certain arrangements are agreed to in relation to the Issue.
Issue Period The periods between the Issue Opening Date and the Issue Closing Date inclusive of both days and
during which prospective Applicants may submit their Bidding application.
Issue Price The price at which the Equity Shares are being issued by our Company in consultation with the
Book Running Lead Manager under the Prospectus and the Prospectus being ₹ 140 per share.
Issue Proceeds The proceeds of the Issue shall be available to our Company. For further information about the use
of the Issue Proceeds, see “Objects of the Issue” beginning on page 85.
Issue Opening Our Issue opened on Thursday, September 11, 2025
Issue Closing Our Issue Closed on Monday, September 15, 2025
Issue/ Issue Size/ Initial The initial public offering of Upto 65,07,000 Equity Shares for cash at a price of ₹ 140 each,
Public Issue/ Initial Public aggregating up to ₹ 9,109.80 Lakhs comprising the Fresh Issue.
Offering/ IPO
Listing Agreement The Equity Listing Agreement to be signed between our Company and the BSE limited.
Market Maker Market Maker of the Company, in this case being Giriraj Stock Broking Private Limited.
Market Maker The Reserved portion of 3,26,000 Equity shares of ₹ 10 each at an Issue Price of ₹ 140 aggregating
Reservation Portion to ₹ 456.40 lakhs for Designated Market Maker in the Public Issue of our Company.
Market Making The Agreement among the Market Maker, the Book Running Lead Manager and our Company
Agreement dated August 04, 2025.
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 or
such other website as may be updated from time to time, which may be used by IIs to submit Bids
using the UPI Mechanism.
“Monitoring Agency” Monitoring Agency in this case being Crisil Ratings Limited
“Monitoring Agency The Agreement entered into between and amongst our company and the Monitoring Agency dated
Agreement” August 06, 2025
11Term Description
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996, as amended.
Mutual Fund Portion 5% of the Net QIB Portion (other than anchor allocation), or 62,000 Equity Shares, which shall be
available for allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Issue Price.
Net Issue The Issue (excluding the Market Maker Reservation Portion) of 61,81,000 equity Shares of face
value of ₹10 each fully paid for cash at a price of ₹ 140 per Equity Share (the “Issue Price”),
including a share premium of ₹ 130 per equity share aggregating to ₹ 8,653.40 Lakhs.
Net Proceeds The proceeds from the Issue less the Issue related expenses applicable to the Issue. For further
information about use of the Issue Proceeds and the Issue expenses, see “Objects of the Issue” on
page 85.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Investors.
Non-Institutional All Bidders, including FPIs other than individuals, corporate bodies and family offices, registered
Investors/ Non- with SEBI that are not QIBs (including Anchor Investors), or Individual Investors who applies for
Institutional Bidders/ application size of more than two lots and who have Bid for Equity Shares for an amount of more
NIB’s than ₹2,00,000/- (but not including NRIs other than Eligible NRIs, QFI other than Eligible QFIs
and Market Maker)
Non-Institutional Portion/ The portion of the Issue being not less than 15% of the Issue, consisting of upto 9,30,000 Equity
Non-Institutional Category Shares of face value of ₹10/ each of which (a) 1/3rd of the portion available to NIBs shall be
reserved for applicants with an application size of more than two lots and up to such lots equivalent
to not more than ₹10 lakhs and (b) 2/3rd of the portion available to NIBs shall be reserved for
applicants with an application size of more than ₹10,00,000/- subject to valid Bids being received
at or above the Issue Price.
Non-Resident A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs.
NPCI NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments
in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and
Indian Banks Association (IBA).
Pay-in-Period The period commencing on the Bid/Issue Opening date and extended till the closure of the Anchor
Investor Pay-in-Date.
Payment through Payment through NECS, NEFT or Direct Credit, as applicable.
electronic transfer of funds
Person/Persons Any individual, sole proprietorship, unincorporated association, unincorporated organization, body
corporate, corporation, company, partnership, limited liability company, joint venture, or trust or
any other entity or organization validly constituted and/or incorporated in the jurisdiction in which
it exists and operates, as the context requires.
Price Band of a minimum price (Floor Price) of ₹ 133 and the maximum price (Cap Price) of ₹
Price Band 140.
The Cap Price shall be at least 105% of the Floor Price and shall be less than or equal to 120% of
the Floor Price.
The Price Band and the minimum Bid Lot for the Offer was decided by our Company in
consultation with the BRLM and advertised in two national daily newspapers (one each in English
and in Hindi) and Hindu Tamil Thisai, The Tamil Regional Newspaper, Tamil being the regional
language of Tamil Nadu, where our Registered Office is located) with wide circulation at least two
working days prior to the Bid / Issue Opening Date, with the relevant financial ratios calculated at
the Floor Price and at the Cap Price, and was made available to the Stock Exchanges for the purpose
of uploading on their respective website.
Prospectus The Prospectus to be filed with the RoC in accordance with the Companies Act, 2013, and the
SEBI ICDR Regulations containing, inter alia, the Issue opening and closing dates, the size of the
Issue and certain other information.
Public Issue Account An Account of the Company under Section 40 of the Companies Act, 2013 where the funds shall
be transferred by the SCSBs from bank accounts of the ASBA Investors.
Pricing Date The date on which our Company, in consultation with the Managers, will finalise the Issue Price.
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
Buyers/ QIBs
Qualified Foreign Non-resident investors other than SEBI registered FIIs or sub-accounts or SEBI registered FVCIs
Investors / QFIs who meet ‘know your client’ requirements prescribed by SEBI.
QIB Portion The portion of the Net Issue (including the Anchor Investor Portion) being not more than 50% of
the Net Issue, consisting of 30,87,000 Equity Shares aggregating to ₹ 4,321.80 lakhs which shall
be Allotted to QIBs (including Anchor Investors) on a proportionate basis, including the Anchor
Investor Portion (in which allocation shall be on a discretionary basis, as determined by our
12Term Description
Company in consultation with the BRLMs), subject to valid Bids being received at or above the
Issue Price or Anchor Investor Offer Price (for Anchor Investors).
Red Herring Prospectus / The Red Herring Prospectus dated August 29, 2025 issued in accordance with Section 32 of the
RHP Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does not have
complete particulars of the price at which the Equity Shares will be Issued and the size of the Issue,
including any addenda or corrigenda thereto.
Registered Brokers Stockbrokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers and Sub Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals,
other than the Members of the Syndicate and having terminals at any of the Broker Centres and
eligible to procure Applications in terms of Circular No. CIR/CFD/14/2012 dated October 04, 2012
and the UPI Circulars issued by SEBI.
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from which
refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) /Refund Bank(s) which is / are clearing member(s) and registered with the SEBI as Bankers to the Issue at
Banker(s) which the Refund Accounts will be opened in case listing of the Equity Shares does not occur, in
this case being Axis Bank Limited.
Registrar Agreement The agreement dated June 03, 2025 among our Company and the Registrar to the Issue in relation
to the responsibilities and obligations of the Registrar to the Issue pertaining to the Issue.
Registrar to the Issue/ Registrar to the Issue being KFIN Technologies Limited
Registrar
Individual Investor(s)/ II(s) Individual Applicants, who have applied for the Equity Shares for an amount not more than ₹
200,000 in any of the bidding options in the Issue (including HUFs applying through their Karta
and Eligible NRIs)
Individual Portion The portion of the Issue being not less than 35% of the Net Issue consisting of 21,64,000 Equity
Shares which shall be available for allocation to Individual Bidders (subject to valid Bids being
received at or above the Issue Price), which shall not be less than the minimum Bid Lot subject to
availability in the Individual Portion and remaining Equity Shares to be allotted on a proportionate
basis.
Revision Form Form used by the Applicants to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), as applicable. Individual Applicants,
QIB Bidders and Non-Institutional Investors are not allowed to withdraw or lower their
applications (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Reserved Category/ Categories of persons eligible for making bid under reservation portion.
Categories
Reservation Portion The portion of the Issue reserved for category of eligible bidders as provided under the SEBI
(ICDR) Regulations, 2018
SEBI SCORES Securities and Exchange Board of India Complaints Redress System
SEBI Master Circular The SEBI Circular No. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024.
Self-Certified Syndicate The list of SCSBs notified by SEBI for the ASBA process is available
Bank(s) or SCSB(s) athttp://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes , or at such other
website as may be prescribed by SEBI from time to time. A list of the Designated SCSB Branches
with which an ASBA Bidder (other than a IB using the UPI Mechanism), not bidding through
Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Application
Forms, is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 , or at
such other websites as may be prescribed by SEBI from time to time.
In relation to Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the
Specified Locations named by the respective SCSBs to receive deposits of Application Forms from
the members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 ) and
updated from time to time. For more information on such branches collecting Application Forms
from the Syndicate at Specified Locations, see the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 ) as
updated from time to time.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders Bidding using the UPI
Mechanism may apply through the SCSBs and mobile applications whose names appears on the
website of the
SEBI(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40)
and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
respectively, as updated from time to time. A list of SCSBs and mobile applications, which are live
13Term Description
for applying in public issues using UPI mechanism is provided as ‘Annexure A’ for the SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
SME Exchange SME Platform of the BSE i.e., BSE SME
Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Applicants, a list of which
will be included in the Application Form
Sponsor Bank The Banker to the Issue registered with SEBI and appointed by our Company to act as a conduit
between the Stock Exchanges and the NPCI in order to push the mandate collect requests and / or
payment instructions of the Individual Bidders into the UPI and carry out other responsibilities, in
terms of the UPI Circulars, Being Axis Bank Limited
Stock Exchange BSE Limited
Systemically Important Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Non-Banking Financial the SEBI ICDR Regulations.
Companies
Transaction Registration The slip or document issued by a member of the Syndicate or an SCSB (only on demand), as the
Slip/ TRS case may be, to the bidders, as proof of registration of the bid.
Underwriter The BRLM who has underwritten this Issue pursuant to the provisions of the SEBI (ICDR)
Regulations and the Securities and Exchange Board of India (Underwriters) Regulations, 1993, as
amended from time to time, The BRLM shall act as the underwriter to the Issue.
Underwriting Agreement The Agreement entered into between the Underwriter and our Company dated August 04, 2025
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as (i) Individual Bidders in the Individual Portion, and
(ii) Non- Institutional Bidders with an application size of up to ₹ 500,000 in the Non-Institutional
Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate
Members, Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer
Agents.
Pursuant to Circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by
SEBI, all individual investors applying in public issues where the application amount is up to ₹
500,000 shall use UPI and shall provide their UPI ID in the application form submitted with: (i) a
syndicate member, (ii) a stock broker registered with a recognized stock exchange (whose name is
mentioned on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the websites of the stock exchange as eligible for such
activity), and (iv) a registrar to an issue and share transfer agent (whose name is mentioned on the
website of the stock exchange as eligible for such activity)
UPI Circular The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Master circular, SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022, SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent circulars or
notifications issued by SEBI or any other governmental authority in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the Individual Bidder by way of a notification on the Mobile App and by
way of a SMS directing the Individual Bidder to such Mobile App) to the Individual Bidder
initiated by the Sponsor Bank to authorize blocking of funds on the Mobile App equivalent to Bid
Amount and Subsequent debit of funds in case of Allotment.
UPI Mechanism The bidding mechanism that may be used by a Individual Investors to make a Bid in the Issue
in accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transactions.
Working Days In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulation, working day means all
days on which commercial banks in the Chennai city as specified in the Prospectus are open for
business :-
1. However, in respect of announcement of price band and Issue Period, working day shall
mean all days, excluding Saturday, Sundays and Public holidays, on which commercial
banks in the Chennai city as notified in this Prospectus are open for business.
2. In respect to the time period between the Issue closing date and the listing of the specified
securities on the stock exchange, working day shall mean all trading days of the Stock
Exchanges, excluding Sundays and bank holiday in accordance with circular issued by SEBI.
14Conventional and General Terms and Abbreviations
Term Description
₹ or Rs. or Rupees or INR Indian Rupees
A/c Account
Act or Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as amended from time to time
AGM Annual General Meeting
AIFs Alternative investment funds as defined in and registered under the SEBI AIF Regulations
AO Assessing Officer
ASBA Application Supported by Blocked Amount
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
AS Accounting Standards issued by the Institute of Chartered Accountants of India
BG Bank Guarantee
BSE BSE Limited
BTI Regulations The Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
CAGR Compounded Annual Growth Rate
CAN Confirmation Allocation Note
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations
Category II AIF AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
Category III AIF AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations
Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Regulations
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and clarifications
made thereunder, as the context requires
Companies Act, 2013/ Companies Act, 2013 and the rules, regulations, notifications, modifications and clarifications
Companies Act thereunder
Competition Act Competition Act, 2002, and the rules, regulations, notifications, modifications and clarifications
made thereunder, as the context requires
Competition Amendment The Competition (Amendment) Act, 2023
Act
Consolidated FDI The consolidated FDI Policy, effective from August 28, 2017, issued by the Department of
Policy Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India, and
any modifications thereto or substitutions thereof, issued from time to time.
COVID-19 A public health emergency of international concern as declared by the World Health Organization
on January 30, 2020, and a pandemic on March 11, 2020
CRAR Capital to Risk Asset Ratio
CSR Corporate social responsibility
Demat Dematerialised
Depositories Act Depositories Act, 1996.
Depository or Depositories NSDL and CDSL both being depositories registered with the SEBI under the Securities and
Exchange Board of India (Depositories and Participants) Regulations, 1996.
DIN Director Identification Number
DP ID Depository Participant’s Identification Number
DP/ Depository Participant A depository participant as defined under the Depositories Act
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, GoI
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry
EBIDTA Earnings Before Interest, Depreciation, Tax and Amortization
ECS Electronic Clearing System
EoGM Extra-ordinary General Meeting
15EPS Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted average
outstanding number of equity shares at the end of that fiscal year
Financial Year/ Fiscal The period of twelve months ended March 31 of that particular year
Year/ FY
FDI Foreign Direct Investment
FDR Fixed Deposit Receipt
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations there-under and as
amended from time to time
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000, as amended
Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional Investors)
FII Regulations, 1995, as amended from time to time) registered with SEBI under applicable laws in
India
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as
amended
FIs Financial Institutions
FIPB Foreign Investment Promotion Board
Foreign Venture Capital Investor registered under the Securities and Exchange Board of India
FVCI (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time
GDP Gross Domestic Product
GIR Number General Index Registry Number
Gov/ Government/GoI Government of India
HUF Hindu Undivided Family
IFRS International Financial Reporting Standard
ICSI Institute of Company Secretaries of India
ICAI Institute of Chartered Accountants of India
IMPS Immediate Payment Service
Indian GAAP Generally Accepted Accounting Principles in India
I.T. Act Income Tax Act, 1961, as amended from time to time
ITAT Income Tax Appellate Tribunal
INR/ Rs./ Rupees / ₹ Indian Rupees, the legal currency of the Republic of India
KYC Know your customer
LIC Low-Income Country
Ltd. Limited
Pvt. Ltd. Private Limited
MCA Ministry of Corporate Affairs
Merchant Banker Merchant banker as defined under the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992 as amended
MOF Ministry of Finance, Government of India
MOU Memorandum of Understanding
MSME Micro, Small, and Medium Enterprises
NA Not Applicable
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NR/ Non Residents Non Resident
NPCI National Payments Corporation of India
NRE Account Non Resident External Account
NRI Non Resident Indian, is a person resident outside India, as defined under FEMA and the FEMA
Regulations
NRO Account Non Resident Ordinary Account
NSDL National Securities Depository Limited
NTA Net Tangible Assets
p.a. Per annum
P/E Ratio Price/ Earnings Ratio
PAN Permanent Account Number allotted under the Income Tax Act, 1961, as amended from time to
time
PAT Profit After Tax
PBT Profit Before Tax
PIO Person of Indian Origin
PLR Prime Lending Rate
R & D Research and Development
16RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended from time to time
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
SAT Securities Appellate Tribunal
SARFAESI Act The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to Time
SCSBs Self-Certified Syndicate Banks
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time,
Regulations including instructions and clarifications issued by SEBI from time to time
SEBI ICDR Regulations / Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
ICDR Regulations / SEBI Regulations, 2018, as amended from time to time
ICDR / ICDR
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations,1992
Regulation
SEBI Takeover Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations Regulations, 2011, as amended from time to time
SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as amended, the SEBI
SEBI Rules and (Merchant Bankers) Regulations, 1992, as amended, and any and all other relevant rules,
Regulations regulations, guidelines, which SEBI may issue from time to time, including instructions and
clarifications issued by it from time to time
Sec. Section
Securities Act The U.S. Securities Act of 1933, as amended
S&P BSE SENSEX S&P Bombay Stock Exchange Sensitive Index
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time
SME Small and Medium Enterprises
Stamp Act The Indian Stamp Act, 1899, as amended from time to time
State Government The Government of a State of India
Stock Exchanges Unless the context requires otherwise, refers to, the BSE Limited
STT Securities Transaction Tax
TDS Tax Deducted at Source
TAN Tax deduction account number
TIN Tax payer Identification Number
TRS Transaction Registration Slip
UIN Unique Identification Number
U.S. GAAP Generally accepted accounting principles in the United States of America
U.S. Holder A beneficial owner of Equity Shares that is for United States federal income tax purposes: (a) an
individual who is a citizen or resident of the United States; (b) a corporation organized under the
laws of the United States, any state thereof or the District of Columbia; (c) an estate whose income
is subject to United States federal income taxation regardless of its source; or (d) a trust that (1) is
subject to the primary supervision of a court within the United States and the control of one or
more U.S. persons for all substantial decisions of the trust, or (2) has a valid election in effect under
the applicable U.S. Treasury regulations to be treated as a U.S. person
VCFs Venture capital funds as defined in, and registered with SEBI under, the erstwhile Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended, which
have been repealed by the SEBI AIF Regulations.
In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the Securities and
Exchange Board of India (Venture Capital Funds) Regulations, 1996 till the existing fund or
scheme managed by the fund is wound up, and such VCF shall not launch any new scheme or
increase the targeted corpus of a scheme. Such VCF may seek re-registration under the SEBI AIF
Regulations.
VAT Value Added Tax
w.e.f. With effect from
Year/Calendar Year Unless context otherwise requires, shall refer to the twelve month period ending December 31
INDUSTRY RELATED TERMS
Term Description
17Covid-19 Coronavirus Disease
FDI Foreign Direct Investment
GDP Gross Domestic Product
IMF International Monetary Fund
U.S. United States of America
US$ United States Dollar
ICF Integrated Coach Factory
DEMU Diesel Electric Multiple Unit
OEM Original Equipment Manufacturer
NBFC Non-Banking Financial Company
RFP Request for Proposal
IREPS Indian Railways E-Procurement System
CVRDE Combat Vehicles Research and Development Establishment
HAL Hindustan Aeronautics Limited
DP Demand Planning
UR User Requirements
GL General Ledger
BOM Bill of Materials
ATP Automatic Train Protection
NDT Non-Destructive Testing
PDI Pre-Delivery Inspection
MOR Ministry of Railways
MRO Maintenance, Repair, and Overhaul
MoU Memorandum of Understanding
PSU Public Sector Undertaking
CAGR Compound Annual Growth Rate
GDP Gross Domestic Product
LHB Linke Hofmann Busch (a type of railway coach technology)
RKMs Route Kilometers
PPP Public-Private Partnership
GQ/GD Golden Quadrilateral-Golden Diagonal (railway network)
TIG Tungsten Inert Gas (welding process)
CNC Computer Numerical Control
VMC Vertical Machining Center
ESI Employee State Insurance
Sq.ft. Square Feet
KEY PERFORMANCE INDICATORS
KPIs Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of our business and in turn
Operations helps assess the overall financial performance of our Company and size of our business.
Total Income Total Income is used by our management to obtain a comprehensive view of all income including revenue
from operations and other income
EBITDA EBITDA provides information regarding the operational efficiency of our business
EBITDA Margin EBITDA Margin is an indicator of the operational profitability and financial performance of our business.
Net Profit for the Net Profit for the year provides information regarding the overall profitability of our business
Year
PAT Margin PAT Margin is the ratio of Restated profit for the year to the total revenue of the Company. It provides
information regarding the profitability of the business of our Company as well as to compare against the
historical performance of our business.
Return on Net Return on Net Worth provides how efficiently our Company generates profits from shareholders’ funds.
Worth (in %)
Return on Capital Return on Capital Employed provides how efficiently our Company generates earnings from the capital
Employed (in %) employed in our business.
Debt-Equity Debt- equity ratio is a gearing ratio which compares shareholder’s equity to company debt to assess our
Ratio (in times) company’s amount of leverage and financial stability.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of Articles of Association”, “Statement of Possible
Tax Benefits”, “Industry Overview”, “Key Industrial Regulations and Policies”, “Financial Information”, “Outstanding Litigation
18and Material Developments” and “Issue Procedure” on pages 269, 103, 106, 146, 180, 204 and 239 respectively of this Prospectus,
will have the meaning as described to such terms in these respective sections.
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19CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
PRESENTATION
Certain Conventions
All references to “India” contained in this Prospectus 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.
Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless indicated otherwise,
all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to the page numbers of this Prospectus.
Financial Data
Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this Prospectus has been
derived from our Restated Financial Information. For further information, please see the section titled “Financial Information” on
Page No. 180 of this Prospectus.
Our Company’s financial year commences on April 1 and ends on March 31 of the next year. Accordingly, all references to a
particular financial year, unless stated otherwise, are to the twelve (12) month period ended on March 31 of that year.
The Restated Financial Statements of our Company Financial Years ended March 2025, 2024 and 2023 which comprise restated
summary statement of assets and liabilities, the restated summary statement of profit and loss, the restated summary statement of
cash flow and restated summary statement of changes in equity together with the annexures and notes thereto and the examination
report thereon, as compiled from the Indian GAAP financial statements for respective year and in accordance with the requirements
provided under the provisions of the Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in Company
Prospectuses (Revised 2019)” issued by ICAI.
There are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or
quantify their impact on the financial data included in this Prospectus and it is urged that you consult your own advisors regarding
such differences and their impact on our financial data. Accordingly, the degree to which the financial information included in this
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
policies and practices, the Companies Act, Ind AS, the Indian GAAP and the SEBI ICDR Regulations. Any reliance by persons not
familiar with Indian accounting policies and practices on the financial disclosures presented in this Prospectus should, accordingly,
be limited.
Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” on Page Nos. 33, 116 and 192 respectively, of this
Prospectus, and elsewhere in this Prospectus have been calculated on the basis of the Restated Financial Statements of our Company,
prepared in accordance with GAAP, and the Companies Act and restated in accordance with the SEBI ICDR Regulations.
In this 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 the percentage figures have been rounded off to two decimal
places including percentage figures in “Risk Factors”, “Industry Overview” and “Our Business” on Page Nos. 33, 106 and 116
respectively, this Prospectus.
Non-GAAP Financial Measures
This Prospectus contains certain non-GAAP financial measures and certain other statistical information relating to our operations
and financial performance like EBITDA, PAT Margin, Return on Equity, Net Asset Value per Equity Share, Net worth, Return on
Net worth and certain other statistical information relating to our operations and financial performance(together, “Non-GAAP
Measures”) 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, IFRS or U.S. GAAP and
should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the years 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, IFRS or U.S. GAAP. We compute and disclose
such non-Indian GAAP financial measures and such other statistical information relating to our operations and financial performance
as we consider such information to be useful measures of our business and financial performance. These non-Indian GAAP financial
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 may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other companies and are not
measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented
by other companies.
Currency and Units of Presentation
All references to:
20• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India; and
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America.
Our Company has presented all numerical information in this Prospectus in “lacs” units or in whole numbers where the numbers
have been too small to represent in lacs. One lac represents 1,00,000 and one million represents 10,00,000.
Exchange rates
This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to
comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency amounts
could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee
and other foreign currencies:
Currency Exchange rate as on
March 31, 2025* March 31, 2024* March 31, 2023
1 USD 85.58 83.37 82.22
*The exchange rate has been included as on March 28, 2025 and March 28, 2024 due to either public holiday or Saturday or
Sunday on March 31, 2025 and March 31, 2024
(Source: RBI reference rate)
(Source: www.rbi.org.in and www.fbil.org.in )
Industry and Market Data
Unless stated otherwise, the industry and market data and forecasts used throughout this Prospectus has been obtained from industry
sources as well as Government Publications. Industry sources as well as Government Publications generally state that the
information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and
completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
The extent to which the market and industry data used in this Prospectus is meaningful depends on the reader’s familiarity with and
understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry
in which the business of our Company is conducted, and methodologies and assumptions may vary widely among different industry
sources. Accordingly, investment decisions should not be based solely on such information.
In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” on Page No. 96 of this Prospectus includes information
relating to our peer group entities. Such information has been derived from publicly available sources, and neither we, nor the BRLM
have independently verified such information. Such data involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in “Risk Factors” on Page No. 33 of this Prospectus.
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21FORWARD - LOOKING STATEMENTS
This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can be identified by
words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “propose”, “project”,
“will”, “will continue”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties,
expectations and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant
forward-looking statement. These forward-looking statements, whether made by us or a third party, are based on our current plans,
estimates and expectations and actual results may differ materially from those suggested by such forward-looking statements.
Actual results may differ materially from those suggested by forward-looking statements due to risks or uncertainties associated
with expectations relating to and including, regulatory changes pertaining to the industries in India in which we operate and our
ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our
exposure to market risks, general economic and political conditions in India which have an impact on its business activities or
investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign
exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic laws, regulations and taxes and changes in competition in the industries in which we operate.
Certain important factors that could cause actual results to differ materially from our Company’s expectations include, but are not
limited to, the following:
• Any adverse change in policy of the Ministry of Railways, GOI “MoR”.
• Increases in the prices of raw materials required for our operations
• Our operations are subject to high working capital requirements
For further discussion of factors that could cause the actual results to differ from our estimates and expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” beginning on Page
Nos. 33, 116 and 192 , respectively, of this Prospectus. By their nature, certain market risk disclosures are only estimates and could
be materially different from what actually occurs in the future. As a result, actual gains or losses could materially differ from those
that have been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given these
uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard such
statements as a guarantee of future performance.
Forward-looking statements reflect current views as on the date of this Prospectus and are not a guarantee of future performance.
These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors, the Promoters, the Syndicate 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, the Promoters and the Book Running Lead Manager will ensure
that the Bidders in India are informed of material developments until the time of the grant of listing and trading permission by the
Stock Exchange for the Issue.
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22SECTION II – SUMMARY OF ISSUE DOCUMENT
The following is a general summary of the terms of the Issue. This summary should be read in conjunction with and is qualified in
its entirety by, the more detailed information appearing elsewhere in this Prospectus, including the sections entitled “Risk Factors”,
“Industry Overview”, “Outstanding Litigation and Material Developments”, “Our Promoter and Promoter Group”, “Financial
Information”, “Objects of the Issue”, “Our Business”, “Issue Procedure” and “Description of Equity Shares and Terms of Articles
of Association” beginning on Page Nos. 33, 106, 204, 169, 180, 85, 116, 239 and 269 respectively of this Prospectus.
SUMMARY OF INDUSTRY IN WHICH THE COMPANY IS OPERATING
The government of India has focused on investing in railway infrastructure by making investor-friendly policies. It has moved
quickly to enable Foreign Direct Investment (FDI) in railways to improve infrastructure for freight and high-speed trains. At present,
several domestic and foreign companies are also looking to invest in Indian rail projects. Indian railways launched Semi-high-speed
self-propelled trains that have ultra-modern features like quick acceleration, a substantial reduction in travel time, a maximum speed
of 160 kmph, on-board infotainment and GPS-based passenger information system, automatic sliding doors, retractable footsteps
and Zero discharge vacuum bio-toilets, CCTV cameras etc. and other contemporary features as per global standards. According to
Indian Railways 2023 book, Indian railways plan to market semi-high-speed ‘Vande Bharat’ trains by 2025-26 to European, South
American, and East Asian markets for exporting 'Made in India' trains.
For further details, please refer to the chapter titled “Industry Overview” beginning on Page No. 106 of this Prospectus.
SUMMARY OF BUSINESS
We are engaged in the manufacturing of components which are used in the rolling stock for the Indian Railways through railway
production units like Integral Coach Factory (“ICF”), other coach factories. In addition to manufacturing the rolling stock
components, we carry out turnkey interior furnishing projects for Indian Railways. In the aerospace and defence sectors, we
manufacture intricate, highly engineered, and vital components. Along with Indian Railways through ICF and other coach factories,
we also serve other Rails factories, and global rolling stock OEMs.
We have manufactured rolling stock components and implemented turnkey interior furnishing projects for Sri Lankan DEMU and
Mainline Export Coaches, Agra-Kanpur Metro Coach, RRTS Coach, Vistadome Coach and Train-18 Vande Bharat Express.
For further details, please refer to chapter titled “Our Business” beginning on Page No. 116 of this Prospectus.
PROMOTERS
Promoters of Our Company are Mr. Venkatesan Dakshinamoorthy, Mr. Manikandan Dakshna moorthy, Ms. Nandhini Manikandan
and Mr. Sathishkumar Venkatesan.
For further details please refer to the chapter titled “Our Promoters and Promoter Group” beginning on Page No. 169 of this
Prospectus.
SIZE OF ISSUE
The following table summarizes the details of the Issue.
Issue of Equity Shares(1) (2) 65,07,000 Equity Shares of face value of ₹ 10/- each fully paid up
of our company at a price of ₹ 140 per Equity share aggregating up
to ₹ 9,109.80 lakhs*
Out of which
Market Maker Reservation Portion Issue of 3,26,000 Equity Shares having a face value of ₹ 10/- each
at a price of ₹ 140 per Equity Shares aggregating ₹ 456.40 lakhs*
Net Issue to Public(3) Issue of 61,81,000 Equity Shares having a face value of ₹ 10/- each
at a price of ₹ 140 per Equity Shares aggregating ₹ 8,653.40 lakhs*
The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on December 12, 2024 and by
the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013 at the
Extra Ordinary General Meeting held on December 13, 2024.
*Subject to finalisation of basis of allotment
For further details, see “The Issue” and “Issue Structure” beginning on pages 56 and 235, respectively.
OBJECTS OF THE ISSUE
The details of the proceeds of the Issue are set out in the following table:
Estimated amount
Particulars
(in ₹ lakhs)
Gross proceeds of the Fresh Issue 9,109.80
(Less) Issue expenses in relation to the Fresh Issue 225.00
23Net Proceeds(1) 8,884.80
(1) For details with respect to sharing of fees and expenses please refer to “Issue Expenses” on page 96.
UTILIZATION OF NET ISSUE PROCEEDS
(₹ in lacs)
Sr. No. Particulars Estimated amount
1. Capital expenditure towards purchase of Machinery and equipment 1,367.78
2. Repayment of a portion of certain outstanding borrowing availed by our company 600.00
3. Funding of the working capital requirement of our Company 5,927.02
4. General corporate purposes 990.00
For further details, please see chapter titled “Objects of the Issue” beginning on Page No. 85 of this Prospectus.
AGGREGATE PRE AND POST ISSUE SHAREHOLDING OF PROMOTERS AND PROMOTER GROUP
Following are the details of the pre-Issue shareholding of Promoters:
Sr. Name of the Shareholders Number of % of Pre-Issue Equity % of Post Issue Equity
No. Equity Shares Share Capital Share Capital
Promoter
1. Manikandan Dakshna moorthy 64,95,999 37.20% 27.11%
2. Venkatesan Dakshinamoorthy 64,95,996 37.20% 27.11%
3. Nandhini Manikandan Nil Nil Nil
4. Sathishkumar Venkatesan Nil Nil Nil
Promoter Group
NA
Total 1,29,91,995 74.40% 54.22%
Our Promoter Group does not hold any shareholding in our Company.
For further details, please refer to the chapter titled “Capital Structure” beginning on Page No. 69 of this Prospectus.
SHAREHOLDING PATTERN OF PROMOTER / PROMOTER GROUP AND ADDITIONAL TOP 10 SHAREHOLDERS
OF THE COMPANY AS AT ALLOTMENT:
Sr. Pre-Issue shareholding as at the date of Post-Issue shareholding as at Allotment (3)
No. Advertisement (2)
Shareholders Number of Share At the lower end of the price At the upper end of the price
Equity holding (in band (₹ 133) band (₹ 140)
Shares %) Number of Shareholding Number of Shareholding
Equity (in %) Equity (in %)
Shares Shares
Promoters
1. Manikandan 64,95,999 37.20 64,95,999 27.11 64,95,999 27.11
Dakshna moorthy
2. Venkatesan 64,95,996 37.20 64,95,996 27.11 64,95,996 27.11
Dakshinamoorthy
Promoter Group(1)
NA
Top 10 Shareholders
3. Aparna Samir 19,93,005 11.41 19,93,005 8.32 19,93,005 8.32
Thakker
4. Purvesh 4,00,000 2.29 4,00,000 1.67 4,00,000 1.67
Mukeshkumar Shah
5. Asha M Mehta 1 , 9 9 , 2 0 0 1.14 1,99,200 0.83 1,99,200 0.83
6. Dhawal Arvind 1,50,000 0.86 1,50,000 0.63 1,50,000 0.63
Thakker
7. Aditya Rashmikant 99,990 0.57 99,990 0.42 99,990 0.42
Dharia
8. Kranti Prabhakar 99,000 0.57 99,000 0.41 99,000 0.41
Shanbhag
9. Amartara Plastics 75,000 0.43 75,000 0.31 75,000 0.31
Private Limited
2410. Meghna Apurve Teli 7 4 , 0 0 0 0.42 74,000 0.31 74,000 0.31
11. Amit Mehra 6 0 , 0 0 0 0.34 60,000 0.25 60,000 0.25
12. Tejal Pratyush 60,000 0.34 60,000 0.25 60,000 0.25
Bhartiya
Notes:
1. The members of promoter group do not hold any equity shares in the company as on date of Prospectus
2. Pre-Offer shareholding as at the date of Advertisement shall be updated at the time of filing the Prospectus
3. Based on the Issue price of ₹ 140 and subject to finalization of the basis of allotment
SUMMARY OF FINANCIAL INFORMATION
Following are the details as per the Restated Financial Information as at the Financial Years ended on March 31, 2025, 2024 and
2023:
(₹ in lacs)
Consolidated Standalone
S. No. Particulars
March 31, 2025 March 31, 2024 March 31, 2023
1. Share Capital 1,746.30 499.50 499.50
2. Net Worth# 11,080.17 5,598.05 4,174.77
3. Revenue from operations 19,238.70 11,930.36 9,517.39
4. Profit after Tax 2,554.76 1,423.28 149.36
5. Earnings per Share@ 15.63 9.50 1.00
6. Net Asset Value per equity share (Post- 63.81 37.36 27.86
Bonus)*
7. Total borrowings^ 5,997.71 6,380.24 6,021.82
#Net Worth = Restated Equity Share Capital plus Reserves and Surplus
@ Earnings per share (Basic & diluted) = Restated PAT attributable to Equity Shareholders divided by Weighted Average Number
of Diluted Potential Equity Shares outstanding at the end of the year
*Net Asset Value per Equity Share = Restated Net Worth as at the end of the year divided by Total Number of Equity Shares
outstanding at the end of the year
^Total Borrowings = Restated Long-Term Borrowings Plus Restated Short-Term Borrowings outstanding at the end of year.
For further details, please refer to the section titled “Financial Information” beginning on Page No. 180 of this Prospectus.
AUDITOR QUALIFICATIONS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED FINANCIAL
INFORMATION
The Restated Financial Information do not contain any qualifications by the Statutory Auditors.
SUMMARY OF OUTSTANDING LITIGATION
A summary of outstanding litigation proceedings as on the date of this Prospectus as disclosed in the section titled “Outstanding
Litigations and Material Development” in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below:
(₹ in lakhs)
Nature of Cases Number of outstanding Amount Involved
cases
Litigation involving our Company
Criminal proceeding against our Company Nil Nil
Criminal proceedings by our Company Nil Nil
Material civil litigation against our Company Nil Nil
Material civil litigation by our Company Nil Nil
Actions by statutory or regulatory Authorities Nil Nil
Direct and indirect tax proceedings 9 106.06
Litigation involving our Subsidiary
Criminal proceeding against our Subsidiary Nil Nil
Criminal proceedings by our Subsidiary Nil Nil
Material civil litigation against our Subsidiary Nil Nil
Material civil litigation by our Subsidiary Nil Nil
Actions by statutory or regulatory Authorities Nil Nil
Direct and indirect tax proceedings Nil Nil
25Nature of Cases Number of outstanding Amount Involved
cases
Litigation involving our Directors (other than Promoters)
Criminal proceedings against our Directors (other than Promoters) Nil Nil
Criminal proceedings by our Directors (other than Promoters) Nil Nil
Material civil litigation against our Director (other than Promoters) Nil Nil
Material civil litigation by our Director (other than Promoters) Nil Nil
Actions by statutory or regulatory authorities (other than Promoters) Nil Nil
Direct and indirect tax proceedings 1 2.34
Litigation involving our Promoter
Criminal proceedings against our Promoter Nil Nil
Criminal proceedings by our Promoter Nil Nil
Material civil litigation against our Promoter Nil Nil
Material civil litigation by our Promoter Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax proceedings 2 17.39
Litigation involving our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and Promoters)
Criminal proceedings against our Key Managerial Personnel and Nil Nil
Senior Managerial Personnel (Other than Directors and Promoter)
Criminal proceedings by our Key Managerial Personnel and Senior Nil Nil
Managerial Personnel (Other than Directors and Promoter)
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax proceedings 1 9.24
For further details on the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” and “Risk
Factors” beginning on page 204 and 33 respectively.
RISK FACTORS
Please refer to the section titled “Risk Factors” beginning on Page No. 33 of this Prospectus.
SUMMARY OF CONTINGENT LIABILITIES
Following are the details as per the Restated Financial Information as at Financial Years ended on March 31, 2025, 2024 and 2023:
(₹ in lacs)
Particulars Consolidated Standalone
As at As at As at
March 31, March 31, March 31,
2025 2024 2023
I. Contingent Liabilities
(a) claims against the company not acknowledged as debt*; 39.89 19.88 -
(b) guarantees excluding financial guarantees; and - - -
(c) other money for which the company is contingently liable - - -
II. Commitments
(a) estimated amount of contracts remaining to be executed on capital account 11.66 -
and not provided for**
(b) uncalled liability on shares and other investments partly paid - - -
(c) other commitments - - -
26* Note :
1. The GST Department has raised demand of ₹ 20,01,526/- vide Order No. 527/2024 - SUPDT dated. August 20, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which the
company has filed an appeal to the appellate authority dated November 26, 2024.
2. The GST Department has raised demand of ₹ 19,87,584/- vide Order No. 17/2024 - SUPD dated. February 27, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which the
company has filed an appeal to the appellate authority dated June 21, 2024.
** Note :
1. Starkeon Engineering Private Limited has acquired a set of high-value industrial assets, including a Heavy Duty
Horizontal Turnmill Center (Model BHTM 2050Y), a CNC Vertical Machining Center (Model BMV60+TC30), a Detron
Make Rotary Table, a Rotary with 6-Axis Attachment for VMC BMV60, and a Hydraulic Press Brake (Model HG1303).
Subsequently, As per Purchase order dated. 25th October 2024 of these specified machinery and equipment was agreed at
₹210.00 lakhs. As of 31st March 2025, Airfloa Rail Technology Limited had made a payment of ₹198.34 Lakhs towards this
transaction.
SUMMARY OF RELATED PARTY TRANSACTIONS
Related Party Disclosures are given below:
27Based on restated Consolidated financial statement
For further details, please refer “Annexure 35: Related Party Disclosures” from the chapter titled “Restated Consolidated
Financial Information” beginning on Page No. 180 of this Prospectus.
(₹ In Lakhs)
Amount of transaction Amount outstanding as
Name of Nature of
Nature of Transaction during the year ended on March 31, 2025
Related Party Relationship
March 31, 2025 (Payable)/ Receivable
Dakshinamoorth Promotor / Rent 11.40
y Venkatesan Managing director -
Remuneration 66.30
-
Capital Advance Given -
-
Capital Advance Repaid -
Advance repaid 456.90
-
Advance given 264.22
Reimbursement of Expenses 12.57
Dakshina Promotor / Rent 11.40
moorthy Managing director -
Manikandan Remuneration 66.30
-
Capital Advance Given -
Capital Advance Repaid - -
Advance repaid 664.41 -
Advance given 596.96
Reimbursement of Expenses 7.28
V Revathi Relative of director Rent 8.40
-
Loan taken -
Loan Repaid 28.15 -
Airtrec Controlled by Advance repaid 43.28
Equipments Relative of -
Advance given 12.20
Director
Venkatesan Relative of director Rent -
Sathishkumar & Whole-time -
director w.e.f Remuneration 16.00
24/7/2024 -
Manikandan Relative of director Rent 8.40
Nanthini & Non executive -
Director w.e.f Loan taken -
24/7/2024 Loan repaid 24.12 -
Airflow Energy Controlled by Advance repaid 20.00 5.74
Solutions Private Director of
Advance given -
Limited Company
Apex Material Controlled by Advance repaid 0.02 121.44
Sciences Relative of
Advance given -
Director of
Company
Nautone Private Controlled by Advance repaid - 38.00
Limited Relative of Advance given -
Director of
Company
Bharani Controlled by Advance given -
Engineering Relative of Advance Repaid - -
Sales of goods - (172.31)
28Industries Private Director of Purchase of goods -
Limited Company
Papa Sanjeevi CFO w.e.f Salary expense 7.44 (0.62)
Karunakaran 01/07/2024
Raghavendra Controlled by Sales of goods 201.01 746.35
Industries Relative of Purchase of goods 67.73
Director of
Company
Starkeon Controlled by Research and development -
Engineering Relative of expense -
Private Limited Director of Sales of goods -
Company Purchase of goods -
Capital Advance Given 72.53 198.34
Capital Advance Repaid -
(The remainder of this page is intentionally left blank)
29For further details, please refer “Annexure 35: Related Party Disclosures” from the chapter titled “Restated Standalone
Financial Information” beginning on Page No. 180 of this Prospectus.
(₹ In
Lakhs)
Amou
Amount Amount
Amount nt of
Amount outstan Amount outstan
of transa
of ding as outstandin ding as
transacti ction
Name of transaction on g as on on
Nature of Nature of on during
Related during the March March 31, March
Relationship Transaction during the
Party year ended 31, 2025 2024 31, 2023
the year year
March 31, (Payabl (Payable)/ (Payabl
ended ended
2025 e)/ Receivable e)/
March March
Receiva Receiva
31, 2024 31,
ble ble
2023
Dakshinamo Promotor / Rent 11.40 - - - - -
orthy Managing
Remuneration 66.30 - 48.00 - 48.00
Venkatesan director
-
Capital Advance - - - - - 520.00
Given
Capital Advance - 520.00 400.00
Repaid
Advance repaid 456.90 - 646.96 205.25 524.15 9.86
Advance given 264.22 893.00 567.85
Reimbursement 12.57 50.65 50.91
of Expenses
Dakshina Promotor / Rent 11.40 - - - - -
moorthy Managing
Manikandan director Remuneration 66.30 - 48.00 - 48.00 -
Capital Advance - - - - - -
Given
Capital Advance - - 50.00
Repaid
Advance repaid 664.41 3 7 7 . 8 0 7 4 . 7 3 320.38 234.07
-
Advance given 596.96 222.99 630.47
Reimbursement 7.28 4.53 50.48
of Expenses
V Revathi Relative of Rent 8.40 - - 0.25 7.20 -
director
Loan taken - - - (28.15) 7.50 (28.40)
Loan Repaid 28.15 0.25 -
Airtrec Controlled by Advance repaid 43.28 - - 31.08 - 20.76
Equipments Relative of
Director Advance given 12.20 10.32 11.15
Venkatesan Relative of Rent - - - - - -
Sathishkumar director &
Whole-time Remuneration
director w.e.f 16.00 - - - - -
24/7/2024
Manikandan Relative of Rent 8.40 - - - -
Nanthini director &
Non Loan taken - - 15.00 (24.12) 28.92 (21.20)
30executive Loan repaid 24.12 12.08 7.72
Director w.e.f
24/7/2024
Airflow Controlled by Advance repaid 20.00 5.74 - 25.74 - 25.74
Energy Director of
Solutions Company Advance given - - -
Private
Limited
Apex Controlled by Advance repaid 0.02 121.44 - 121.42 14.56 121.42
Material Relative of
Sciences Director of Advance given - - -
Company
Nautone Controlled by Advance repaid - 38.00 -
Private Relative of 38.00 - 38.00
Limited Director of
Company Advance given - -
-
Bharani Controlled by Advance given - - -
Engineering Relative of - - -
Industries Director of
Private Company Advance Repaid - -
Limited -
Sales of goods - 1 0 5 . 4 5 ( 308.47) 52.26
(172.31) (401.19)
Purchase of - 150.79 368.32
goods
Papa Sanjeevi CFO w.e.f Salary expense 7.44 (0.62) - - - -
Karunakaran 01/07/2024
Sree Subsidiary Customer 182.66 - - - -
Dakssnaa company Advance (180.58)
Aerospace w.e.f Received
and Defence 11/06/2024
India Private Customer 2.08 - -
Limited Advance repaid
Raghavendra Controlled by Sales of goods 201.01 746.35 22.72 482.79 9.99 491.48
Industries Relative of
Director of Purchase of 67.73 408.54 313.13
Company goods
Starkeon Controlled by Research and - - - - 9 0 . 6 0
Engineering Relative of development -
Private Director of expense
Limited Company
Sales of goods - - 73.56
Purchase of - - 63.08
goods
Capital Advance 72.53 198.34 125.81 125.81 - -
Given
Capital Advance - - -
Repaid
FINANCIALS ARRANGEMENTS
There are no financing arrangements whereby the Promoters, members of the Promoter Group, the Directors of our Company and
their relatives, 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 the period of six months immediately preceding the date of this Prospectus.
31WEIGHTED AVERAGE PRICE OF THE EQUITY SHARES ACQUIRED BY OUR PROMOTERS IN THE LAST ONE
YEAR PRECEDING THE DATE OF THIS PROSPECTUS
The details of the weighted average price of the Equity Shares acquired by our Promoters in the last one year preceding the date of
this Prospectus is as follows:
Name of Promoters No. of shares acquired in last one year from Weighted Average
the date of this Prospectus Price (in ₹)
Manikandan Dakshna moorthy 43,30,666 Nil
Venkatesan Dakshinamoorthy 43,30,664 Nil
Nandhini Manikandan Nil NA
Sathishkumar Venkatesan Nil NA
*As Certified by Varadarajan & Co., Chartered Accountants vide their certificate dated August 21, 2025.
AVERAGE COST OF ACQUISITION OF EQUITY SHARES FOR PROMOTERS
The average cost of acquisition of Equity Shares for the Promoters is as follows:
Average Cost of
Name of Promoter No. of shares held
Acquisition (in ₹)
Manikandan Dakshna moorthy 64,95,999 1.20
Venkatesan Dakshinamoorthy 64,95,996 1.26
Nandhini Manikandan Nil Nil
Sathishkumar Venkatesan Nil Nil
*As Certified by Varadarajan & Co., Chartered Accountants vide their certificate dated August 21, 2025.
PRE-IPO PLACEMENT
Our Company does not contemplate any issuance or placement of Equity Shares in this Issue until the listing of the Equity Shares.
ISSUE OF EQUITY SHARES MADE IN LAST ONE YEAR FOR CONSIDERATION OTHER THAN CASH
Our Company has not issued shares for consideration other than cash during last one year except for issue of 1,10,76,636 bonus
shares allotted on August 31, 2024. For further details regarding Issue of Shares please refer chapter titled “Capital Structure” on
Page 69 of this Prospectus.
SPLIT OR CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR
No split or consolidation of equity shares has been made in the last one year prior to filing of this Prospectus.
EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED BY SEBI
Our Company has not applied or received any exemptions from SEBI from complying with any provisions of securities laws.
(The remainder of this page is intentionally left blank)
32SECTION III – RISK FACTORS
An investment in the Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares. In making an
investment decision, prospective investors must rely on their own examination of us and the terms of the Issue including the merits
and risks involved. The risks described below are not the only ones relevant to us, our Equity Shares, the industry or the segment in
which we operate. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial may arise or
may become material in the future and may also impair our business, results of operations and financial condition. If any of the
following risks, or other risks that are not currently known or are now deemed immaterial, actually occur, our business, results of
operations, cash flows and financial condition could be adversely affected, the trading price of our Equity Shares could decline,
and as prospective investors, you may lose all or part of your investment. You should consult your tax, financial and legal advisors
about particular consequences to you of an investment in this Issue. The financial and other related implications of the risk factors,
wherever quantifiable, have been disclosed in the risk factors mentioned below. However, there are certain risk factors where the
financial impact is not quantifiable and, therefore, cannot be disclosed in such risk factors.
To obtain a complete understanding, you should read this section in conjunction with the sections “Industry Overview”, “Our
Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 106, 116 and
192 of this Prospectus, respectively. The industry-related information disclosed in this section that is not otherwise publicly
available is derived from industry sources as well as Government Publications. Industry sources as well as Government Publications
generally state that the information contained in those publications has been obtained from sources believed to be reliable but that
their accuracy and completeness and underlying assumptions are not guaranteed and their reliability cannot be assured.
This Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual
results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including
the considerations described below and, in the section titled “Forward-Looking Statements” on page 22 of this Prospectus.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. Unless the context requires otherwise, the financial information of our
Company has been derived from the Restated Financial Information.
Materiality:
The Risk Factors have been determined on the basis of their materiality. The following factors have been considered for determining
the materiality of Risk Factors:
• Some events may not be material individually but may be found material collectively;
• Some events may have material impact qualitatively instead of quantitatively; and
• Some events may not be material at present but may have a material impact in future.
Classification of Risk Factors
Business Related
Internal
Issue Related Risk
Risk
Industry Related
External
Other
The financial and other related implications of risks concerned, whether quantifiable have been disclosed in the risk factors
mentioned below. However, there are risk factors where the impact may not be quantifiable and hence, the same has not been
disclosed in such risk factors. The numbering of the risk factors has been done to facilitate ease of reading and reference and does
not in any manner indicate the importance of one risk over another.
In this Prospectus, any discrepancies in any table between total and sums of the amount listed are due to rounding off.
In this section, unless the context requires otherwise, any reference to “we”, “us” or “our” refers to Airfloa Rail Technology
Limited.
The risk factors are classified as under for the sake of better clarity and increased understanding.
INTERNAL RISK FACTORS
331. Our business and revenues are substantially dependent on Indian Railways. Any adverse change in policy of the Ministry
of Railways, GOI “MoR” may lead to our contracts being foreclosed, terminated, restructured or renegotiated, which may
have a material effect on our business and results of operations.
Our business and revenues are substantially dependent on the policies of the MoR and operations of Indian Railways. Our
Company has derived a significant portion of its revenues from the Indian Railways and for the Fiscal 2025, 2024 and 2023
the total revenue from Indian Railways was ₹ 10,715.64, ₹ 7707.94 Lakhs and ₹ 7506.20 Lakhs, respectively, which represents
55.70%, 64.61% and 78.87% respectively our total revenue.
The number of rolling stocks we supply to the Indian Railways is likely to vary from year to year, since we are not the exclusive
supplier of rolling stocks to the Indian Railways. Due to any future changes to government policy, the Indian Railways may
decide to reduce their spending on the purchase of wagons or change their procurement policy. In addition, there are a number
of factors, other than our performance, that are not predictable and could cause our business from the Indian Railways to
reduce. For instance, rolling stock manufacturing is a need-based activity, which is dependent on the traffic needs and
availability of funds after taking into consideration the replacement of wagons. If we are not able to continue to receive orders
in the manner we have in the past from the Indian Railways, it would have a material adverse effect on our results of operations
and financial conditions. In addition, during an economic downturn, many of our competitors may be more inclined to take
greater or unusual risks or terms and conditions in a contract that we might not deem as standard market practice or acceptable.
As a result, we are subject to the risk of losing new awards to competitors thereby adversely impacting our business growth,
financial condition and results of operations.
If the Indian Railways reduce their volume of business with our Company, including due to an amendment of the relevant
policies to favour public sector enterprises, or a withdrawal of the programmes and policies beneficial to the private sector, or
if the Indian Railways do not release any new orders, our Company’s business, financial condition, results of operations and
prospects may be adversely affected. Any withdrawal or adverse changes in Government policies may lead to adverse impact
on our on-going business and could, materially and adversely affect our financial condition, capital expenditure, revenues,
development and our business operation
2. We depend on the entities under Indian Railways for a significant portion of contracts in our order book which are awarded
on a tender basis. There is no assurance that our bids will be accepted and future contracts will be awarded to us by Indian
Railways. This may result in an adverse effect on our business growth, financial condition and results of operations.
Our revenues in the future depend on the acceptance of bids submitted to the Indian Railways. As of August 28, 2025 our order
book from the Indian Railways was ₹ 27,127.73 lakh.
Our railway related projects are awarded by the entities under Indian Railways through competitive bidding processes and
satisfaction of other prescribed pre-qualification criteria. We may not be selected for the projects for which we may have
submitted a bid. In selecting contractors, Indian Railways generally limits the tender to contractors, who have pre-qualifications
based on several criteria including experience, technological capacity and performance, reputation for quality, safety record,
financial strength and bonding capacity and size of previous contracts. Further, once prospective bidders satisfy the
prequalification requirements of the tender, the project is usually awarded on the basis of price competitiveness of the bid. The
growth of our business mainly depends on our ability to obtain new contracts. While we have, in the past, been awarded a
number of contracts, we cannot assure you that we will continue to be awarded such contracts. Some of the new entrants may
also bid at lower margins in order to be awarded a contract.
3. Increases in the prices of raw materials required for our operations could adversely affect our business and results of
operations
We source raw material such as SS Sheet/Coils, MS Pipes, SS Pipes, Foam, Led Lights, Aluminium Extrusions, Aluminium
Sheets Glass, Electrical Components, Rubber, Aluminium Alloy Ingots and Paints etc. for our manufacturing operations from
a combination of domestic and foreign suppliers. The table below shows the cost of materials consumed.
(₹ in Lakhs)
Consolidated Standalone
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Total cost of materials consumed 13,343.47 6,179.87 5,475.45
For further risks related to our suppliers, see “We depend on a limited number of suppliers for raw materials. Any interruption
in the availability of raw materials could adversely impact our operations. Further, any failure by our suppliers to provide
raw materials to us on time or at all, or as per our specifications and quality standards could have an adverse impact on
our ability to meet our manufacturing and delivery schedules” on page 41. For definitions of the terms mentioned above, see
“Definitions and Abbreviations – Industry Related Terms” on page 6.
34Our inability to procure raw materials on terms more favourable, or at all, may constrain our raw material supply, may adverse
effect on our business, financial condition and results of operations. Any increase in price of cost of inputs as well as limitations
and/ or disruptions in the supply of such inputs, will adversely affect our business and financial condition. We cannot assure
that we shall be able to timely and adequately effect any prices increases corresponding to the input costs escalation. Further,
any substantial delay in supply or non-conformance to quality requirements by our suppliers can impact our ability to meet our
customer requirements and thus impact our business and results of operations. We typically purchase raw materials based on
the order in hand and price trend of upcoming orders.
In addition, the availability and price of our raw materials may be subject to a number of factors beyond our control, including
economic factors, environmental factors and changes in government policies and regulations. We cannot assure you that we
will always be able to meet our raw material requirements at prices acceptable to us, or at all, or that we will be able to pass
on any increase in the cost of raw materials to our customers.
While historically, we have not experienced a shortfall or limited availability of raw materials that has affected our operations,
we cannot assure you that there will not be any significant and prolonged interruption or a shortage in the supply of our critical
raw materials. Any inability on our part to procure sufficient quantities of raw materials, on commercially acceptable terms,
may lead to a decline in our sales volumes and profit margins and adversely affect our results of operations. Further, an
increased cost in the supply of raw material arising, from a lack of long-term contracts may have an adverse impact on our
ability to meet customer demand for our products and result in lower net revenue from operations both in the short and long
term.
4. Our Subsidiary company is in a similar line of business as us which may involve conflict of interest, which could adversely
impact our business.
Our Subsidiary Company namely, Sree Dakssnaa Aerospace and Defence India Private Limited, is engaged in the similar line
of business, as of our Company. Further, we have not entered into any non-compete agreement with the said entity. We cannot
assure that our Promoter who has common interest in said entity will not favour the interest of the said entity. As a result,
conflicts of interests may arise in allocating business opportunities amongst our Company and our Subsidiary Companies in
circumstances where our respective interests’ conflict. In cases of conflict, our Promoter may favour other companies/entities
in which our Promoter has interest. There can be no assurance that our Promoter or our Subsidiary Companies or members of
the Promoter Group will not compete with our existing business or any future business that we may undertake or that their
interests will not conflict with ours. For details regarding Subsidiary Companies, please refer chapter titled “Our Subsidiary”,
on page no. 177 of this Prospectus.
5. Our operations are subject to high working capital requirements. If we are unable to generate sufficient cash flows to allow
us to make required payments, there may be an adverse effect on our results of operations.
Majority of the working capital funds of our Company are blocked due to High Inventory Levels, High Debtors, Advance
Payments to Suppliers and Requirement of Security Deposits as on March 31, 2025, our Company’s net working capital
consisted of ₹ 11,910.87 Lakhs. Further, as on March 31, 2024, our Company’s net working capital consisted of ₹ 7,904.05
Lakhs as against ₹ 5,509.88 lakhs as on March 31, 2023. As on the date of this Prospectus, we meet our working capital
requirements in the ordinary course of its business from capital, internal accruals, unsecured loans, working capital loans, from
the Banks etc. This requires us to obtain financing through various means. As on March 31, 2025 and March 31, 2024, our
total borrowings (excluding vehicle loan) stood at ₹ 5,853.65 lakhs and ₹ 6,370.84 lakhs. We may incur additional indebtedness
in the future. Additional debt financing could increase our interest costs and require us to comply with additional restrictive
covenants in our financing agreements. Additional equity financing could dilute our earnings per Equity Share and investors
interest in the Company and could adversely impact our Equity Share price.
Furthermore, the objects of the Issue include funding working capital requirements of our Company. For more information in
relation to such management estimates and assumptions, please see “Objects of the Issue” on page 85. Our working capital
requirements may be affected due to factors beyond our control including force majeure conditions, delay or default of payment
by our clients, non-availability of funding from banks or financial institutions. Accordingly, such working capital requirements
may not be indicative of the actual requirements of our Company in the future and investors are advised to not place undue
reliance on such estimates of future working capital requirements.
In the last three (3) financial years, our Company has been able to raise funding from bank as and when the need has arisen
and has never delayed and defaulted its financial commitments. However, any failure to service our indebtedness, perform any
condition or covenant or comply with the restrictive covenants could lead to a termination of one or more of our credits which
may adversely affect our ability to conduct our business and have a material adverse effect on our financial condition and
results of operations. We cannot assure you that we will be able to raise additional financing on acceptable terms in a timely
manner or at all. Our failure to renew arrangements for existing funding or to obtain additional financing on acceptable terms
35and in a timely manner could adversely impact our planned capital expenditure, our business, results of operations and financial
condition.
The working capital requirement for the FY 2023, 2024 and 2025. The working capital gap (WCG) has been met with an
increase in the bank borrowing and capital and Internal cash Accruals of the Company.
(₹ in Lakhs)
Fiscal 2023 Fiscal 2024 Fiscal 2025
Particulars
(Restated) (Restated) (Restated)
Current Assets
Inventories 5,032.39 4,580.29 6,243.89
Trade Receivables 4,876.74 10,170.80 12,760.04
Short term loan and advances 1,705.74 1,291.79 1,575.07
Total (A) 11614.87 16042.88 20,579.00
Current Liabilities
Trade Payables 5,207.44 5,977.17 6,392.70
Other Current Liabilities & Short Term Provision 897.55 2,161.66 2,275.43
Total (B) 6,104.99 8,138.83 8,668.13
Total Working Capital (A)-(B) 5,509.88 7,904.05 11,910.87
Funding Pattern
I) Borrowings for meeting working capital requirements 5,509.88 6,370.84 5,853.65
II) Networth / Internal Accruals - 1,533.21 6,057.22
III) Proceeds from IPO - - -
6. Our Registered Office and one of the Manufacturing facility from where we operate is not owned by us.
We operate our registered office and Manufacturing facility on rental basis, details whereof are as under:
S. Description Address Ownership Name of Lessor Area Rent Tenure
and Usage Status
N
o.
1. Registered No:9, Rented Manikandan 6179.00 1,20,000/- 11 Months
Office & Chelliamman Dakshna moorthy sq. ft. per month (up to
Corporate Koil Street, and Venkatesan September
Office Keelkattalai, Dakshinamoorthy 2025)
Chennai-600117
2. Manufacturi 4D, Boopathy Rented Manikandan 7200 sq. 2,80,000/- up to
ng Unit Nagar Industrial Dakshna moorthy, ft. per month February
Area, Venkatesan 2026)
Kilkattalai, Dakshinamoorthy
Chennai, V. Revathy and
Kancheepuram, Nandhini
Tamil Nadu, Manikandan
600117
We cannot assure you that we will be able to continue the above arrangement on commercially acceptable/favourable terms in
future. If we are required to vacate the current premises, we would be required to make alternative arrangements for new office
and other infrastructure, and we cannot assure that the new arrangements will be on commercially acceptable/favourable terms.
If we are required to relocate our business operations during this period, we may suffer a disruption in our operations or have
to pay higher charges, which could have an adverse effect on our business, prospects, results of operations and financial
condition.
7. We have had negative cash flows from Operating activities in the past and a consequent net decrease in cash and cash
equivalents in some of the recent years.
As per our Restated Financial Statements, our cash flows from operating activities was negative for fiscal ending March 31,
2025 as set out below:
(₹ in Lakhs)
36Particulars Consolidated Standalone
March 31, 2025 March 31, 2024 March 31, 2023
Net cash generated from/(used in) Operating activities (444.60) 346.32 1,007.92
Such negative cash flows led to a net decrease in cash and cash equivalents for respective years. Any negative cash flow in
future could adversely affect our operations and financial conditions and the trading price of our Equity Shares. For further
details, see “Financial Information” on page 180.
8. Our Company has not adequately complied with some of the provisions of Companies Act, 2013. There are certain
discrepancies/errors noticed in some of our corporate records relating to forms filed with the Registrar of Companies and
other provisions of Companies Act, 2013. Any penalty or action taken by any regulatory authorities in future, for
noncompliance with provisions of corporate and other law could impact the reputation and financial position of the
Company to that extent.
In the past, there have been certain instances of non-compliance in filing statutory forms which have been missed and
subsequently the company has filed compounding application with the RoC. No show cause notice in respect to the above has
been received by our Company till date and no penalty or fine has been imposed by any regulatory authority in respect to the
same. It cannot be assured, that there will not be such instances in the future or our Company will not commit any further
delays in relation to its reporting requirements, or any penalty or fine will not be imposed by any regulatory authority in respect
to the same. The happening of such event may cause a material effect on our results of operations and financial position. The
details of the said delays are as follows:
Non-Compliance Compliance Status as on date of filing RHP
Violation of Section 96: The Company has convened the The Company has made application for Voluntary
AGM for the FY 2022-23 with delay the date of the AGM is Compounding for the aforementioned violation under Form
31st December, 2023 GNL-1 on May 09, 2025 vide SRN: N30660120. As on the
date of this Prospectus (RHP), the Company has received
the compounding order from the Regional Director,
Chennai, thereby concluding the compounding proceedings
in relation to the said violation.
Violation of Section 135: The Company had a net profit for The Company has made application for Adjudication for the
the FY ended 2017-18, 2018-19, and 2019-20 and the aforementioned violation under Form GNL-1 on May 08,
Company failed to spent 2% of the average net profits during 2025 vide SRN: N30641906. The Registrar of Companies,
the FY 2019-20, 2020-21 and 2021-22 Chennai, has issued four showcause notices bearing nos.
SCN/ADJ/08-2025/CN/02428, SCN/ADJ/08-
2025/CN/02446, SCN/ADJ/08-2025/CN/02447 and
SCN/ADJ/08-2025/CN/02448, dated August 29, 2025,
against Airfloa Rail Technology Limited and its directors
Venkatesan Dakshinamoorthy and Manikandan Dakshna
moorthy for non-compliance with CSR provisions under
Section 135 of the Companies Act, 2013. The Company had
filed an application for adjudication under Section 135(5)
and Section 135(6) of the Companies Act, 2013 in relation
to unspent Corporate Social Responsibility (“CSR”)
obligations through Form GNL-1 on May 08, 2025 vide
SRN: N30641906.
The details of unspent CSR obligations and corresponding
penalties levied by the ROC are as under:
1. FY 2019–20: Unspent CSR – ₹17,27,343; Penalty –
₹17,27,343 on the Company and ₹1,72,734 on each
director.
2. FY 2020–21: Unspent CSR – ₹25,99,631; Penalty –
₹25,99,631 on the Company and ₹2,00,000 each on
the directors (capped at statutory limit).
3. FY 2021–22: Unspent CSR – ₹27,12,722; Penalty –
₹27,12,722 on the Company and ₹2,00,000 each on
the directors (capped).
4. FY 2022–23: Unspent CSR – ₹19,64,272; Penalty –
₹19,64,272 on the Company and ₹1,96,427 on each
director.
37Although the Company has since transferred the said
unspent CSR amount to the Prime Minister’s National Relief
Fund in December 2024, the ROC has nevertheless held the
Company and its directors liable under Section 135(7) of the
Act and has called upon them to show cause, on or before
September 13, 2025, as to why penal action should not be
initiated.
Violation of Section 148: The company's total annual The Company had appointed Cost Auditor for the Fiscal
turnover from all products and services is Rs. 100 crore and 2024. Also appointed for the earlier years. It is further noted,
the aggregate turnover from the individual product or service that the Company has applied for Voluntary Compounding
is Rs. 35 crores since FY 2018-19. The Company failed to to compound the offence of not appointing the cost auditors
appoint Cost Auditor within 180 days of the commencement for earlier financial years under Form GNL-1 on May 10,
of every financial year. 2025 vide SRN: N30679757. As on the date of this
Prospectus (RHP), the Company has received the
compounding order from the Regional Director,
Chennai, thereby concluding the compounding proceedings
in relation to the said violation.
9. We have been unable to locate certain of our historical corporate records. Our Company was incorporated in 1997 and
certain corporate records and documents filed by us with the RoC are not traceable.
The secretarial records such as certain returns of past allotments of Equity Shares made by our Company, share transfer forms,
could not be traced. While we have undertaken extensive search for our records at registered office of the company and on the
MCA portal maintained by the Ministry of Corporate Affairs, we have not been able to trace the aforementioned corporate
records. In this regard, we have relied on the minutes and statutory registers. Accordingly, we have included the details of the
build-up of the share capital of the Company and the build-up of the Promoters’ shareholding in our Company in this RHP, by
placing reliance on other corporate records such the annual reports filed by corporate entities who were the erstwhile
shareholders of our Company and the documents such as Annual Return filed by our Company with the Registrar of
Companies.
10. An inability to comply with repayment and other covenants in the financing agreements or otherwise meet our debt
servicing obligations could adversely affect our business, financial condition, cash flows and credit rating.
Our Company has entered into agreements in relation to financing arrangements with certain banks for working capital
facilities, term loans and bank guarantees. As of March 31, 2025 and March 31, 2024, we had total outstanding borrowings of
₹ 5,997.71 lakhs and ₹ 6,380.24 lakhs. The agreements with respect to our borrowings contain restrictive covenants, including,
but not limited to, requirements that we obtain consent from the lenders prior to undertaking certain matters including, among
others, effecting a merger, amalgamation or scheme of arrangement, change in capital structure of our Company subject to the
threshold prescribed for the shareholding of certain shareholders of our Company and effecting change in the constitutional
documents or management of our Company. For further details, see “Financial Indebtedness” beginning on page 184. As on
March 31, 2025 and March 31, 2024, our total secured borrowings amounted to ₹ 5,738.71 lakhs and ₹ 6,051.62 lakhs. Under
the terms of our secured borrowings, we are required to create a charge by way of hypothecation on the assets of our Company,
together with cash in hand and bank accounts. As these assets are hypothecated in favour of lenders, our rights in respect of
transferring or disposing of these assets are restricted. Many of our financing agreements also include various conditions and
covenants that require us to obtain lender consents prior to carrying out certain activities or entering into certain transactions.
Typically, restrictive covenants under our financing documents relate to obtaining prior consent of the lender for, among others,
change in the capital structure, availing additional borrowings, change in ownership or management control, changes in
shareholding pattern and management set-up including its constitution and composition, amalgamation, demerger, merger,
acquisition, corporate or debt restructuring or similar action. If we fail to meet our debt service obligations or covenants (or do
not receive approvals from our lenders to undertake certain transactions) under the financing agreements, the relevant lenders
could declare us to be in default of our agreements, accelerate the maturity of our obligations, enforce security, take possession
of the assets. As a result, we may be forced to sell some or all of our assets if we do not have sufficient cash or credit facilities
to make these repayments.
11. One of our group entity i.e. Airflow Aerospace And Defence India Private Limited is Voluntarily been struck off.
We always comply with the statutory obligations applicable to our company, however one of our group company named
“Airflow Aerospace And Defence India Private Limited” failed to commence business within one year of its incorporation due
to business non-viability. As a result, an application for strike-off under Section 248 of the Companies Act, 2013 was filed
with the Registrar of Companies (RoC), Chennai, through Form STK-2 bearing SRN No. AB2169491. As on the date of filing
this Prospectus, the name of Airflow Aerospace has been struck off from the records of the Ministry of Corporate Affairs
(MCA).
38Although Airflow Aerospace is not included under the chapter titled “Group Entities of our Company” in this Prospectus, any
perception of failure associated with a company that is or was part of our group may adversely affect our brand image and
reputation in the eyes of customers, investors, and other stakeholders. There can be no assurance that such events will not have
a negative impact on our business, prospects, or financial performance.
12. In the past Directors of our company namely Nandhini Manikandan and Sathishkumar Venkatesan have been directors of
the company Emrion Technologies Private Limited which was struck off by ROC on Suo-moto basis.
In the past, two of our Directors, Ms. Nandhini Manikandan and Mr. Sathishkumar Venkatesan, served as directors of Emrion
Technologies Private Limited, a company that was struck off by the Registrar of Companies (RoC), Chennai. As per Public
Notice STK5/ROC/CHN/S.248(1)/2022 issued by the Ministry of Corporate Affairs, Office of the RoC, Emrion Technologies
Private Limited was struck off due to non-payment of the subscription amount committed at the time of incorporation. In
addition, the requisite declaration confirming receipt of such subscription amount was not filed within 180 days from the date
of incorporation, as required under Section 10A(1) of the Companies Act, 2013.
Although Emrion Technologies Private Limited is not connected in any manner with our current business operations, and our
Company has fully complied with all applicable statutory obligations, the prior association of our Directors with a company
that has been struck off may be viewed negatively. Such associations could potentially affect the perception of our Directors’
governance track record and, in turn, impact the reputation of our Company. There can be no assurance that this will not
adversely affect investor confidence or our business prospects
13. Our Order Book may not be representative of our future results and our actual income may be significantly less than the
estimates reflected in our Order Book, which could adversely affect our results of operations.
Our Order Book as on a particular date consists of contract value of unexecuted or uncompleted portions of our ongoing
projects, i.e., the total contract value of ongoing projects as reduced by the value of projects billed till August 28, 2025. As on
August 28, 2025 our Company had an Order Book of ₹ 37,588.65 lakhs, and comprised detail of projects in order book. For
further details on our Order Book, see “Our Business – Order Book” on page 116 of this Prospectus. We may not be able to
achieve our expected margins or may even suffer losses on one or more of these contracts or we may not be able to realise the
revenues which we anticipated in such projects. In addition, there can be no assurance that we will be awarded the projects
that we currently expect or that we will be able to execute agreements for these anticipated projects on terms that are favourable
to us or at all.
We may encounter problems executing the projects as ordered or executing it on a timely basis. Moreover, factors beyond our
control or the control of our clients may postpone a project or cause its cancellation, including delays or failure to obtain
necessary permits, authorizations, permissions, right-of-way, and other types of difficulties or obstructions. Due to the
possibility of cancellations or changes in scope and schedule of projects, resulting from our clients’ discretion or problems we
encounter in project execution or reasons outside our control or the control of our clients, we cannot predict with certainty
when, if or to what extent, a project forming part of our Order Book will be performed and this could reduce the income and
profits we ultimately earn from the contracts. Delays in the completion of a project can lead to clients delaying or refusing to
pay the amount, in part or full, that we expect to be paid in respect of such project. Even relatively short delays or surmountable
difficulties in the execution of a project could result in our failure to receive, on a timely basis or at all, all payments otherwise
due to us on a project. These payments often represent an important portion of the margin we expect to earn on a project. In
addition, even where a project proceeds as scheduled, it is possible that the contracting parties may default or otherwise fail to
pay amounts owed. Any delay, reduction in scope, cancellation, execution difficulty, payment postponement or payment
default in regard to our Order Book projects or any other uncompleted projects, or disputes with clients in respect of any of
the foregoing, could materially harm our cash flow position, revenues and earnings.
14. We derive a significant portion of our revenues from a limited number of clients. The loss of any significant clients may
have an adverse effect on our business, financial condition, results of operations, and prospect.
Set out in the table below is the contribution of our top 10 customers to our consolidated revenue from operations in Fiscal
2025, 2024 and 2023.
Particulars Fiscal 2025 Fiscal 2023
Fiscal 2024
Revenue As a % of Revenue As a % of Revenue As a % of
From Revenue From Revenue from From Revenue from
operations (₹ from operations (₹ Operations operations (₹ Operations
in Lakhs) Operations in Lakhs) in Lakhs)
17,800.95 92.52% 10,968.54 91.93% 9,047.48 95.07%
Top 10
Customers
39Our business heavily relies on our customer base, and the potential loss of any of our customers could have a negative impact
on our sales and, consequently, our overall business and financial performance. If we were to lose one or more of our significant
or key customers or experience a reduction in the volume of business they provide, it could result in adverse consequences for
our business, financial health, and cash flow. We cannot guarantee that we will be able to maintain the same levels of business
as we have historically or secure long-term contracts with our major customers on mutually beneficial terms. Additionally,
reducing our dependence on a few key customers may pose challenges in the future. Furthermore, factors such as a decline in
our product or service quality, increased competition, or shifts in market demand could jeopardize our ability to retain these
valuable customers. There is no assurance that we will continue to generate the same amount of business, or any business at
all, from these customers, and any loss of their business could significantly impact our revenue and overall financial
performance. While our customer mix and revenue streams may naturally evolve with the addition of new clients in the
ordinary course of operations, we maintain confidence in our ability to sustain existing business relationships and attract new
customers. Nonetheless, it's essential to acknowledge that the continuity of long-term customer relationships and the timely
acquisition of new clients are not guaranteed, and uncertainties exist in this regard. Our long-term relationships with the
customers are indicative of our quality consciousness and timely execution.
15. Our Company, our Directors and our Promoter are party to certain legal proceeding. Any adverse decision in
such proceedings may have a material adverse effect on our business, results of operations and financial
condition.
Our Company, our Directors and our Promoter are party to certain legal proceedings. These legal proceedings are
pending at different levels of adjudication before various courts and legal forums. A summary of outstanding
litigation proceedings involving our Company, as on the date of this Prospectus as disclosed in “Outstanding
Litigations and Material Developments” on page 204, in terms of the SEBI ICDR Regulations and the Materiality
Policy is provided below:
(₹ in lakhs)
Nature of Cases Number of Amount Involved
outstanding cases
Litigation involving our Company
Criminal proceeding against our Company Nil Nil
Criminal proceedings by our Company Nil Nil
Material civil litigation against our Company Nil Nil
Material civil litigation by our Company Nil Nil
Actions by statutory or regulatory Authorities Nil Nil
Direct and indirect tax proceedings 09 106.06
Litigation involving our Subsidiary
Criminal proceeding against our Subsidiary Nil Nil
Criminal proceedings by our Subsidiary Nil Nil
Material civil litigation against our Subsidiary Nil Nil
Material civil litigation by our Subsidiary Nil Nil
Actions by statutory or regulatory Authorities Nil Nil
Direct and indirect tax proceedings Nil Nil
Litigation involving our Directors (other than Promoters)
Criminal proceedings against our Directors (other than Promoters) Nil Nil
Criminal proceedings by our Directors (other than Promoters) Nil Nil
Material civil litigation against our Director (other than Promoters) Nil Nil
Material civil litigation by our Director (other than Promoters) Nil Nil
Actions by statutory or regulatory authorities (other than Nil Nil
Promoters)
Direct and indirect tax proceedings 1 2.34
Litigation involving our Promoter
Criminal proceedings against our Promoter Nil Nil
Criminal proceedings by our Promoter Nil Nil
Material civil litigation against our Promoter Nil Nil
Material civil litigation by our Promoter Nil Nil
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax proceedings 2 17.39
Litigation involving our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and
Promoters)
Criminal proceedings against our Key Managerial Personnel and Nil Nil
Senior Managerial Personnel (Other than Directors and Promoter)
40Criminal proceedings by our Key Managerial Personnel and Senior Nil Nil
Managerial Personnel (Other than Directors and Promoter)
Actions by statutory or regulatory authorities Nil Nil
Direct and indirect tax proceedings 1 9.24
There can be no assurance that litigations involving our Company, our Director and our Promoter will be decided
in favour of our Company or our Director or our Promoter it may divert the attention of our management and
Promoters and consume our corporate resources and we may incur significant expenses in such proceedings and
we may have to make provisions in our financial statements, which could increase our expenses and liabilities. If
such claims are determined against Company, there could be a material adverse effect on our reputation, business,
financial condition and results of operations, which could adversely affect the trading price of our Equity Shares.
Furthermore, we may not be able to quantify all the claims in which we are involved. Failure to successfully defend
these or other claims or if our current provisions prove to be inadequate, our business and results of operations
could be adversely affected. Even if we are successful in defending such cases, we will be subjected to legal and
other costs relating to defending such litigation, and such costs could be substantial. In addition, we cannot assure
that similar proceedings will not be initiated in the future. This could adversely affect our business, cash flows,
financial condition, and results of operation. For further details, pertaining to material pending outstanding
litigations involving our Company, see “Outstanding Litigations and Material Developments” on page 204.
16. We require certain approvals and licenses in the ordinary course of business and are required to comply with
certain rules and regulations to operate our business, any failure to obtain, retain and renew such approvals
and licences or comply with such rules and regulations may adversely affect our operations.
We require several statutory and regulatory permits, licenses and approvals to operate our business, some of which
are either received or applied for. Many of these approvals are subject to periodical renewal. Any failure to renew
the approvals that may expire, or to apply for the required approvals, licences, registrations or permits, or any
suspension or revocation of any of the approvals, licences, registrations and permits that have been or may be issued
to us, could result in delaying the operations of our business, which may adversely affect our business, financial
condition, results of operations and prospects.
Additionally, some of our permits, licenses and approvals are subject to several conditions and we cannot provide
any assurance that we will be able to continuously meet such conditions or be able to prove compliance with such
conditions to the statutory authorities, which may lead to the cancellation, revocation or suspension of relevant
permits, licenses or approvals which may result in the interruption of our operations and may have a material
adverse effect on our business, financial condition, cash flows and results of operations. If we fail to comply with
all applicable regulations or if the regulations governing our business or their implementation change, we may incur
increased costs, be subject to penalties or suffer a disruption in our business activities, any of which could adversely
affect our results of operations. For further details, see “Key Industry Regulations and Policies” and “Government
and Other Approvals” for permits/licenses required for the business on pages 146 and 209, respectively.
17. We may be unable to sufficiently obtain, maintain, protect, or enforce our intellectual property and other
proprietary rights
As on date of this Prospectus, our Company has application for its logo ‘ ’ dated December 29, 2024 under
class 12 of the under the Trade Mark Act, 1999 which is currently pending. There can be no assurance that we will
be able to successfully obtain the registration in a timely manner or at all, which may affect our ability to use the
logo in the future. We may not be able to prevent infringement of our trademarks and a passing off action may not
provide sufficient protection until such time that this registration is granted.
Pending the registration of the trademark, any third party may use the above-mentioned trademark and we may
have a lesser recourse to initiate legal proceedings to protect our intellectual property. Further, our application for
the registration of trademark may be opposed by third parties, and we may have to incur significant cost in relation
to these oppositions. In the event we are not able to obtain registration due to opposition by third parties or if any
injunctive or other adverse order is issued against us in respect of the trademark, we may not be able to use such
trademark and / or avail the legal protection or prevent unauthorized use of such trademark by third parties, which
may adversely affect our goodwill and business.
41For further details see “Our Business - Intellectual Property” and “Government and Other Approvals” on pages
116 and 209 respectively.
18. We depend on a limited number of suppliers for raw materials. Any interruption in the availability of raw materials could
adversely impact our operations. Further, any failure by our suppliers to provide raw materials to us on time or at all, or
as per our specifications and quality standards could have an adverse impact on our ability to meet our manufacturing
and delivery schedules.
Set out in the table below is the contribution of our top 10 suppliers to Total purchases in Fiscal 2025, 2024 and 2023.
(₹ in Lakhs)
Particulars Fiscal 2025 Fiscal 2023
Fiscal 2024
As a % of Total Purchase based on restated financial statement
Top 10 8,340.64 64.37% 3,902.19 64.86% 2,840 50.90%
Suppliers
We cannot assure that we will be able to get the same quantum and quality of supplies, or any supplies at all, and the loss of
supplies from one or more of them may adversely affect our purchases of stock and ultimately our revenue and results of
operations. However, the composition and amount of purchase from these suppliers might change as we continue seeking new
suppliers for our product for better quality and price in the normal course of business. Though we believe that we will not face
substantial challenges in maintaining our business relationship with them or finding new suppliers, there can be no assurance
that we will be able to maintain long term relationships with such suppliers or find new suppliers in time.
We source our raw materials from a limited number of third-party suppliers from various geographies including China, United
Kingdom, Turkey etc.. We do not have long-term contracts with our suppliers for such raw materials. Our dependence on
foreign suppliers subjects us to certain risks and uncertainties which include political and economic instability in the countries
in which such suppliers are located, disruptions in transportation, currency exchange rates and transport costs, amongst others.
If we fail to (i) receive the quality of raw materials that we require; (ii) negotiate appropriate financial terms; (iii) obtain
adequate supply of raw materials in a timely manner, or if our principal suppliers discontinue the supply of such raw materials,
or were to experience business disruptions or become insolvent, we cannot assure you that we will be able to find alternate
sources for the procurement of raw materials in a timely manner. Moreover, in the event that either our demand increases, or
our suppliers experience a scarcity of resources, our suppliers may be unable to meet our demand for raw materials.
While other than in the ordinary course of business, there has not been any reduction or interruption in the supply of raw
materials to our Company in the Fiscals 2025, 2024 and 2023, any reductions, or interruptions in the supply of raw materials,
and any inability on our part to find alternate sources in a timely manner for the procurement of such raw materials, may have
an adverse effect on our ability to manufacture our products in a timely or cost-effective manner. The occurrence of any such
event may adversely affect our business, results of operations, cash flows and financial condition.
19. The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or
financial institution or any independent agency has not appraised the same. The deployment of funds in the project is
entirely at our discretion, based on the parameters as mentioned in the chapter titles “Objects of the Issue”.
The fund requirement and deployment, as mentioned in the “Objects of the Issue” on page 85 of this Prospectus is based on
the estimates of our management and has not been appraised by any bank or financial institution or any other independent
agency. These fund requirements are based on our current business plan. We cannot assure that the current business plan will
be implemented in its entirety or at all. In view of the highly competitive and dynamic nature of our business, we may have to
revise our business plan from time to time and consequently these fund requirements. The deployment of the funds as stated
under chapter Objects of the Issue is at the discretion of our Board of Directors and is not subject to monitoring by any external
independent agency and the audit committee of the Company will monitor the deployment of funds and provide disclosure for
the same as per applicable provisions. Further, we cannot assure that the actual costs or schedule of implementation as stated
under chapter Objects of the Issue will not vary from the estimated costs or schedule of implementation. Any such variance
may be on account of one or more factors, some of which may be beyond our control. Occurrence of any such event may delay
our business plans and/or may have an adverse bearing on our expected revenues and earnings.
20. Information relating to capacity utilization of our manufacturing facilities included in this Prospectus is based on various
assumptions and estimates. Under-utilization of capacity of our manufacturing facilities and an inability to effectively
utilize our manufacturing facilities may have an adverse effect on our business and future financial performance.
Information relating to our capacity utilization of our manufacturing facilities included in this Prospectus is based on various
assumptions and estimates of our management and independent chartered engineer, namely, M/s Yuvraj S., including proposed
operations, assumptions relating to availability and quality of raw materials, potential utilization levels and operational
efficiencies. For further information regarding our manufacturing facilities, including our historical installed capacity, see
42“Our Business - Description of our Business and Operations – Capacity Utilization” on page 116 of this Prospectus. Actual
manufacturing volumes and capacity utilization rates may differ significantly from the estimated production capacities of our
manufacturing facilities. Undue reliance should therefore not be placed on the information relating to our installed capacities
or historical capacity utilization of our manufacturing facilities included in this Prospectus.
Our overall capacity utilization for the financial year ended March 31, 2025, March 31, 2024 and March 31, 2023 are as
follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Capacity Installed (in Nos.) 6,220.00 8,761.00 11,863.00
Production (in Nos.) 5,317.00 6,955.00 9,151.00
Utilization (in %) 85% 79% 77%
Note: - As certified by, Yuvaraj S, independent chartered engineer by his certificate dated 21/08/2025
Further, there is no guarantee that our future production or capacity utilization levels will match or exceed our historical levels.
Under-utilization of our manufacturing capacities over extended periods, or significant under-utilization in the short term could
increase our cost of production and our operating costs and adversely impact our business, growth prospects and future
financial performance. As of the date of this Prospectus, there have been no such instances of under-utilization of our
manufacturing capacities over extended periods, or significant under-utilization in the short term in the past. Our expected
return on capital invested is subject to, among other factors, the ability to ensure satisfactory performance of personnel to
further grow our business, our ability to absorb additional infrastructure costs and utilize the expanded capacities as anticipated.
In case of oversupply in the industry or lack of demand, we may not be able to utilize our capacity efficiently. However, as of
the date of this Prospectus, there have been no such instances in the past three years.
21. Delays or defaults in customer payments could adversely affect our financial condition.
We are exposed to payment delays and/or defaults by our customers and our financial position and financial performance are
dependent on the creditworthiness of our customers. Further, we may not receive advance payment from our customers after
signing the purchase orders. Delays in customers’ payments may require us to make a working capital investment. If a customer
defaults in making payments where we have devoted significant resources or where we have invested significant resources is
delayed, cancelled, or does not proceed to completion, it could have an adverse effect on our operating results. For the Fiscal
ending March 31, 2025, 2024 and 2023, our trade receivables were ₹ 12,760.04 lakhs on consolidated basis, ₹ 10,170.80 lakhs
on standalone basis and ₹ 4,876.74 lakhs on standalone basis, respectively. However, in the past, our Company has not faced
any such instance of default but there is no guarantee that the timeliness of all or any part of our customers’ payments and
whether they will be able to fulfil their obligations, which may arise from their financial difficulties, cash flow difficulties,
deterioration in their business performance, or a downturn in the global economy. If such events or circumstances occur, our
financial performance and our operating cash flows may be adversely affected.
22. In addition to normal remuneration, other benefits and reimbursement of expenses some of our Directors (Promoters) are
interested in our Company to the extent of their shareholding and dividend entitlement and rent received from our
Company.
Some of our Directors (Promoters) are interested in our Company to the extent of their shareholding, dividend entitlement in
our Company and rent received from our Company. For further details, see “Our Business” on page 116, in addition to normal
remuneration or benefits and reimbursement of expenses. As a result, our directors will continue to exercise significant control
over our Company, including being able to control the composition of our board of directors and determine decisions requiring
simple or special majority voting, and our other Shareholders may be unable to affect the outcome of such voting. To enhance
our business operations and prospects, our directors and Key Management Personnel are committed to consistently exercising
their shareholder rights in the best interest of our Company, positively influencing our business, operational results, and future
prospects.
23. Our Company is yet to place orders for the plant and machinery. Any delay in placing orders or procurement of such plant
and machinery may delay the schedule of implementation and possibly increase the cost of commissioning the
manufacturing unit.
We intend to utilize a portion of the Net Proceeds for funding capital expenditure requirements. Accordingly, orders worth ₹
1,367.78 Lakhs, which constitute 100% of the total estimated costs of the machinery and equipment are yet to be placed. There
can be no assurance that we will be able to place orders for such plant and machinery, in a timely manner or at all. We have
not entered into any definitive agreements to utilize the Net Proceeds for these objects of the Issue and have relied on the
quotations received from third parties for estimation of the cost.
We have obtained quotations from vendors for the proposed capital expenditure, most of these quotations are valid for a
43certain period of time and may be subject to revisions, and other commercial and technical factors. Additionally,
in the event of any delay in placement of such orders, the proposed schedule implementation and deployment of
the Net Proceeds may be extended or may vary accordingly. We cannot assure you that we will be able to undertake
such capital expenditure within the cost indicated by such quotations or that there will not be cost escalations. For
further details, please see “Objects of the Issue” on page 85 of this Prospectus.
The objects of the Issue have not been appraised by any bank or financial institution, and our funding requirement
is based on current conditions, internal estimates, estimates received from the third-party agencies and are subject
to changes in external circumstances or costs, or in other financial condition, business or strategy. Based on the
competitive nature of our industry, we may have to revise our business plan and/ or management estimates from
time to time and consequently our funding requirements may also change. Such internal estimates may differ from
the value that would have been determined by third party appraisals, which may require us to reschedule or
reallocate our expenditure, subject to applicable laws. In case of increase in actual expenses or shortfall in requisite
funds, additional funds for a particular activity will be met by any means available to us, including internal accruals
and additional equity and/or debt arrangements, and may have an adverse impact on our business, results of
operations, financial condition and cash flows. Accordingly, investors in the Equity Shares will be relying on the
judgment of our management regarding the application of the Net Proceeds. Further, pursuant to Section 27 of the
Companies Act, any variation in the Objects of the Issue would require a special resolution of the shareholders and
the promoter or controlling shareholders will be required to provide an exit opportunity to the shareholders who do
not agree to such proposal to vary the Objects of the Issue, at such price and in such manner in accordance with
applicable law.
Pending utilization of the Net Proceeds for the purposes described above, our Company may temporarily deposit the Net
Proceeds within one or more scheduled commercial banks included in the Second Schedule of RBI Act as may be approved
by our Board. We will appoint a monitoring agency for monitoring the utilization of Net Proceeds in accordance with
Regulation 242 of the SEBI ICDR Regulations
24. Our individual Promoters plays key role in our functioning and we heavily rely on their knowledge and experience in
operating our business and therefore, it is critical for our business that our Promoter and Executive Directors remain
associated with us. Our success also depends upon the services of our key managerial personnel and our ability to attract
and retain key managerial personnel and our inability to attract them may affect our operations.
We benefit from our relationship with our individual Promoters and our success depends upon the continuing services of our
Promoters and executive Directors who have been responsible for the growth of our business and is closely involved in the
overall strategy, direction and management of our business. Our Promoters and executive Directors have been actively involved
in the day-to-day operations and management. Accordingly, our performance is heavily dependent upon the services of our
Promoters and executive Directors. If our Promoters and executive directors are unable or unwilling to continue in their present
position, we may not be able to replace them easily or at all. Further, we rely on the continued services and performance of
our key executives and senior management for continued success and smooth functioning of the operations of the Company.
If we lose the services of any of our key managerial personnel, it may take reasonable time to locate suitable or qualified
replacements and may incur additional expenses to recruit and train new personnel, which could adversely affect our business
operations and affect our ability to continue to manage and expand our business. Our Promoters and executive Directors, along
with the key managerial personnel, have over the years-built relations with various customers and other persons who form part
of our stakeholders and are connected with us. The loss of their services could impair our ability to implement our strategy,
and our business, financial condition, results of operations and prospects may be materially and adversely affected. However,
we have encountered no such issues in the past, as majority of our promoters and both the Executive Directors have been with
our company since its inception.
For further details of our Directors and Key Managerial Personnel, please refer to Chapter titled “Our Promoter and Promoter
Group” and “Our Management” on page no. 169 and 157 respectively of this Prospectus.
25. None of the Executive Directors of the Company have experience of being a director of a public listed company.
The Directors of the Company do not have the experience of having held directorship of public listed company. Accordingly,
they have limited exposure to management of affairs of the listed company which inter-alia entails several compliance
requirements and scrutiny of affairs by shareholders, regulators and the public at large that is associated with being a listed
company. As a listed company, the company will require to adhere strict standards pertaining to accounting, corporate
governance and reporting that it did not require as an unlisted company. The company will also be subject to the SEBI Listing
Regulations, which will require it to file audited annual and unaudited quarterly reports with respect to its business and financial
condition. If the company experiences any delays, we may fail to satisfy its reporting obligations and/or it may not be able to
readily determine and accordingly report any changes in its results of operations as promptly as other listed companies.
44Further, as a publicly listed company, the company will need to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of daily transactions.
In order to maintain and improve the effectiveness of the company’s disclosure controls and procedures and internal control
over financial reporting, significant resources and management attention will be required. As a result, the Board of Directors
of the company may have to provide increased attention to such procedures and their attention may be diverted from our
business concerns, which may adversely affect our business, prospects, results of operations and financial condition. In
addition, we may need to hire additional legal and accounting staff with appropriate experience and technical accounting
knowledge, but we cannot assure you that we will be able to do so in a timely and efficient manner.
26. Our projects require deployment of labour and depend on availability of labour. In case of unavailability of such labour,
our business operations could be affected.
Our project operations require deployment and our ability to retain labour. In case such labour workforce is unavailable, or we
are unable to identify and retain such labour our business could be adversely affected. We cannot guarantee that we may be
able to continue with the same on favourable terms or at all. Any such failure may impact the operations, business process and
profitability. Additionally, there have been amendments in the labour and Employment related laws, which may have a direct
impact on our employee costs and consequently, on our margins. Further, latest amendments in labour laws in India may be
led to increasing cost of compliance, wages, social security, Occupational Safety, Health and Working Conditions. We cannot
assure you that we will continue to comply with all these labour related laws and that as we continue to grow our business in
the future, our labour and employee costs coupled with operating compliances and expenses will not significantly increase.
Our employees are not unionized currently. However, there is no assurance that our employees will not seek unionization in
the future. In the event that employees at our project sites take any steps to unionize, it may become difficult for us to maintain
flexible labour policies and may increase our costs and adversely affect our business.
Further, our business model is human resource intensive and as at July 31, 2025, our Company’s work force comprised 281
employees (including employees on contract basis) including our senior management team. Our Company’s average attrition
rate of employees during the last 3 Fiscals is set out below
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Employees 39.92% 81.31% 54.12%
Any strikes or lock-outs, work stoppages, slowdowns, shut downs, supply interruptions or costs or other factors beyond our
control, may disrupt our operations and could negatively impact our financial performance or financial condition. Additionally,
our inability to recruit employees, in particular skilled employees, and retain our current workforce could have a material
adverse effect on our business, financial condition and profitability. There can be no assurance that we will not experience
slowdowns or shutdowns in the manner described above, or in any other manner, in the future, for reasons which are beyond
our control. Any slowdown or shutdown will adversely impact our results of operations, market share and financial condition.
27. We may encounter delays in the implementation and execution of our orders.
We have not in the past encountered any delays in relation to the completion of our orders. There can be no assurance that
future orders will be completed in the estimated time frame. We cannot assure that all potential liabilities that may arise from
delays will be covered or that the damages if any, that may be claimed from customers/third parties for such delay, shall be
adequate to cover any loss of profits resulting from such delays. Further, any delay in completing our orders may also result
in an increase in the total cost of implementing the contract which could exceed the original estimate or further cost escalation.
Such delays and cost overruns will adversely affect our business, cash flows, and results of operations.
28. We are subject to impact of foreign exchange fluctuation. Any significant movement in foreign exchange rates, could
adversely impact our costs of sourcing raw materials through imports, which in turn could adversely impact our operations.
Our Restated Consolidated Financial Information are reported in the Indian Rupee. Accordingly, our consolidated financial
results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies, which have
fluctuated significantly in recent years. A proportion of our consolidated financial results, assets and liabilities are accounted
for in currencies other than the Indian Rupee before being converted into and reported in the Indian Rupees. In addition, the
policies of the Reserve Bank of India (“RBI”) may change from time to time, which may limit our ability to effectively hedge
our foreign currency exposures and may have an adverse effect on our business, financial condition, cash flows and results of
operations. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by
changes in the exchange rates between the two currencies. Since the currency in which sales are recorded may not be the same
as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of
operations. In the past, our exposure to foreign exchange rate fluctuation risks was mainly derived from import of raw materials
we may continue to experience such fluctuations due to ongoing imports
45The following table provides a breakdown of materials sourced from domestic suppliers and through imports for the periods
indicated:
(₹ in Lakhs)
Particulars
Fiscal
2025 2024 2023
Amount % of Amount % of Amount % of
purchases of purchases of purchases
raw raw of raw
materials materials materials
Raw material sourced from 12,607.66 94.49% 6,086.18 98.48% 5,381.76 98.29%
domestic supplier
Raw material sourced 735.81 5.51% 93.69 1.52% 93.69 1.71%
through imports
Exchange rate fluctuations can also affect the Indian Rupee value of our monetary assets and liabilities denominated in foreign
currencies irrespective of operating results, which could have an adverse impact on the value of our Equity Shares.
29. The average cost of acquisition of Equity Shares by our Promoters is lower than the Issue Price.
Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the shares proposed
to be offered though this prospectus. For Details regarding average cost of acquisition of Equity Shares by our Promoters in
our Company, please refer the table below:
Average Cost of Acquisition
Name of Promoter No. of shares held
(in ₹)
Manikandan Dakshna moorthy 64,95,999 1.20
Venkatesan Dakshinamoorthy 64,95,996 1.26
Nandhini Manikandan - NA
Sathishkumar Venkatesan - NA
30. There have been certain instances of delays in payment of statutory dues by our Company in the past. Any delay in payment
of statutory dues by our Company in future, may result in the imposition of penalties and in turn may have an adverse
effect on our Company’s business, financial condition, results of operation and cash flows.
As a Company, we are required to file GST returns and make payments in respect of Employee Provident Fund with the
respectively authorities. However, there are certain inadvertent delays in relation to filling of GST returns in the past for which
the Company have paid the penalties and taken the steps to improve the internal system for payment of GST to mitigate the
technical difficulties,
These delays were primarily due to server issues and a vendor's representative not filing the returns on the designated due
dates.
To address these issues and prevent future delays, we have taken several corrective actions, including:
Increasing Manpower: We have augmented our team to ensure that there is sufficient coverage to manage the GST filing
process efficiently, even in cases of unforeseen technical issues.
Enhanced Monitoring and Vendor Follow-up: We have implemented stricter monitoring and internal tracking systems to
ensure that all filing deadlines are met without exception. Additionally, we have instituted a more rigorous follow-up process
with our vendors to ensure they adhere to filing deadlines, thereby preventing delays caused by external parties.
Backup Procedures: We have established backup procedures to handle technical difficulties, including ensuring that
alternative systems or personnel are available to complete filings on time.
Training and Accountability: Additional training has been provided to our staff to reinforce the importance of meeting
compliance deadlines, and accountability measures have been introduced to prevent recurrences.
However, we cannot assure that we will not be subject to any legal proceeding or regulatory actions, including monetary
penalties by statutory authorities on account of any inadvertent discrepancies in our GST filling or EPF payment in future,
which may adversely affect our business, financial condition, and reputation.
31. We are completely reliant on third-party logistics service providers for transport of input materials and finished products.
46We procure input materials from domestic and international suppliers, which are brought to our manufacturing units through
third party logistics providers including overland transport companies. Similarly, our finished products are transported from
our manufacturing units to distribution points by overland transport. The logistics service providers are, therefore, integral to
our Company’s business operations. While we have over the years engaged the services of various logistics service providers
for our business operations, we do not have, and we do not propose to enter into, contractual arrangements with such third-
party logistics providers. While these third-party logistics service providers have generally, in the past, been reliable, we cannot
assure you that they will continue to be available to us as required. If such third-party logistics service providers discontinue
their services for a reasonable length of time and, if we are unable to obtain the services of other service providers, our business
operations could be adversely impacted, at times, significantly. Moreover, we cannot assure you that we will not be liable for
acts of negligence or other acts which may result in harm or injury to third parties. Any such acts could result in serious liability
claims (for which we may not be adequately insured) which may, in addition to resulting in pecuniary liability also entail
personal liability, which could significantly adversely impact our business operations and financial condition. In addition, our
Company also transport input materials and products and from one unit to another unit of our Company’s manufacturing
facilities for which it relies on its own transport system as well as third-party transporters, for which our Company does
purchase any insurance.
32. Our Company has taken short term unsecured loans that may be recalled by the lenders at any time.
Our Company have availed unsecured loans which may be called by their lenders at any time. For the Fiscal ending March 31,
2025 and March 31, 2024, the unsecured loan were amounting to ₹ 259.00 Lakhs on consolidated basis and ₹ 328.62 lakhs on
standalone basis and Rs 351.22 lakhs on standalone basis. As a result, any such demand may affect our business, cash flows,
financial condition and results of operations. In the event any of such unsecured lenders seek a repayment of any these loans,
our company would need to find alternative sources of financing, which may not be available on commercially reasonable
terms, or at all. If we are unable to arrange for any such financing arrangements, we may not have adequate working capital to
undertake new projects or complete our ongoing projects. However, Company has managed to repay their loan on demand in
the past and have intentions to continue doing so through net proceeds from IPO and other alternate means. Therefore, any
such demand shall not adversely affect our business, financial condition and results of operations. For further details, see
“Financial Indebtedness” on page no. 184 of this Prospectus.
33. Our contingent liabilities as stated in our Restated Financial Statements could adversely affect our financial condition.
Below are the contingent liabilities, for the Fiscal ending March 31, 2025, March 31, 2024 and March 31, 2023 as disclosed
in our Restated Financial Statements in accordance with applicable accounting standards:
(Amount Rs. In Lakhs)
Consolidated Standalone
As at As at As at
Particulars
March 31, March 31, March 31,
2025 2024 2023
I. Contingent Liabilities
(a) claims against the company not acknowledged as debt*; 39.89 19.88 -
(b) guarantees excluding financial guarantees; and - - -
(c) other money for which the company is contingently liable - - -
II. Commitments
(a) estimated amount of contracts remaining to be executed on capital 11.66 - -
account and not provided for**
(b) uncalled liability on shares and other investments partly paid - - -
(c) other commitments - - -
* Note :
1. The GST Department has raised demand of ₹ 20,01,526/- vide Order No. 527/2024 - SUPDT dated. August 20, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which
the company has filed an appeal to the appellate authority dated November 26, 2024.
2. The GST Department has raised demand of ₹ 19,87,584/- vide Order No. 17/2024 - SUPD dated. February 27, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which
the company has filed an appeal to the appellate authority dated June 21, 2024.
47** Note :
1. Starkeon Engineering Private Limited has acquired a set of high-value industrial assets, including a Heavy Duty
Horizontal Turnmill Center (Model BHTM 2050Y), a CNC Vertical Machining Center (Model BMV60+TC30), a
Detron Make Rotary Table, a Rotary with 6-Axis Attachment for VMC BMV60, and a Hydraulic Press Brake (Model
HG1303). Subsequently, As per Purchase order dated. 25th October 2024 of these specified machinery and equipment
was agreed at ₹210.00 lakhs. As of 31st March 2025, Airfloa Rail Technology Limited had made a payment of ₹198.34
Lakhs towards this transaction.
For further details of the contingent liabilities and commitments of our Company as on March 31, 2025, March 31, 2024 and
March 31, 2023, see “Restated Financial Information” on page 180 of this Prospectus. If a significant portion of these liabilities
materialize, fully or partly, it could have an effect on our results of operations and financial condition. Further, there can be no
assurance that we will not incur similar or increased levels of contingent liabilities in the future.
34. We have in the past entered into related party transactions and may continue to do so in the future
We have entered into and may in the course of our business continue to enter into transactions specified in the Restated
Financial Information contained in this Prospectus with related parties that include our Promoters, Directors and their relatives.
For further details in relation to our related party transactions, see “Related Party Transactions” on page 180. While we believe
that all such transactions have been conducted on an arm’s length basis and in the ordinary course of business and as per the
Companies Act, 2013 and other applicable laws, there can be no assurance that we could not have achieved more favorable
terms. Furthermore, it is likely that we may enter into related party transactions in the future. Further, we hereby confirm that
all related party transactions in the future shall be done in an arm length basis in compliance with Companies Act and other
applicable laws.
There can be no assurance that such transactions, individually or in the aggregate, will not have a material adverse effect on
our financial condition and results of operations.
35. Our ability to pay any dividends will depend upon future earnings, financial condition, cash flows, working capital
requirements and capital expenditures.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not
declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at
the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among
others, our results of operations, financial condition, cash requirements, business prospects and any other financing
arrangements. Accordingly, realization of a gain on shareholders investments may largely depend upon the appreciation of the
price of our Equity Shares. There can be no assurance that our Equity Shares will appreciate in value. For details of our
Dividend history refer to the Section “Dividend Policy” on page 179 of the Prospectus.
36. Pursuant to Section 27 of the Companies Act 2013, any variation in the objects would require a special resolution of the
Shareholders and our Promoters or controlling Shareholders will be required to provide an exit opportunity to the
Shareholders of our Company who do not agree to such proposal to vary the objects, in such manner as may be prescribed
in future by the SEBI.
Accordingly, prospective investors in the Issue will need to rely upon our management’s judgment with respect to the use of
Net Proceeds. If we are unable to enter into arrangements for utilization of Net proceeds as expected and assumed by us in a
timely manner or at all, we may not be able to derive the expected benefits from the proceeds of the Issue and our business and
financial results may suffer.
37. We have issued Equity Shares during the last one year at a price that may be below the Issue Price.
During the last one year we have issued Equity Shares at a price that may be lower than the Issue Price. For further details, see
“Capital Structure” on page 69. The prices at which Equity Shares have been issued by us in last one year should not be taken
to be indicative of the Price Band, Issue Price and the trading price of our Equity Shares after listing.
38. The requirements of being a public listed company may strain our resources and impose additional requirements.
With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public at large, we
will incur significant legal, accounting, corporate governance and other expenses that we were not required to incur in the past.
We will also be subject to the provisions of the listing agreements signed with the Stock Exchange. In order to meet our
financial control and disclosure obligations, significant resources and management supervision will be required. As a result,
management’s attention may be diverted from other business concerns, which could have an adverse effect on our business
and operations.
48There can be no assurance that we will be able to satisfy our reporting obligations. In addition, we will need to increase the
strength of our management team and hire additional legal and accounting staff with appropriate public company experience
and accounting knowledge and we cannot assure that we will be able to do so in a timely manner. Failure of our Company to
meet the listing requirements of stock exchange, if any, could lead to imposition of penalties, including suspension of trading
in shares of the Company.
39. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and this
may have a material effect on our business and financial condition.
While we maintain insurance coverage, in amounts which we believe are commercially appropriate, including related to our
registered office, our movable property and employees, provide appropriate coverage in relation to fire, explosions, floods,
inundations, earthquakes, landslides we may not have sufficient insurance coverage to cover all possible economic losses,
including when the loss suffered is not easily quantifiable and in the event of severe damage to our business. Even if we have
made a claim under an existing insurance policy, we may not be able to successfully assert our claim for any liability or loss
under such insurance policy. Additionally, there may be various other risks and losses for which we are not insured either
because such risks are uninsurable or not insurable on commercially acceptable terms. The occurrence of an event for which
we are not adequately or sufficiently insured could have an effect on our business, results of operations, financial condition
and cash flows.
In addition, in the future, we may not be able to maintain insurance of the types or at levels which we deem necessary or
adequate or at rates which we consider reasonable. The occurrence of an event for which we are not adequately or sufficiently
insured or the successful assertion of one or more large claims against us that exceed available insurance coverage, or changes
in our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements),
could have an effect on our business, results of operations, financial condition and cash flows.
40. Changes in technology may affect our business by making our manufacturing facilities or equipment less competitive.
Our profitability and competitiveness are to a certain extent dependent on our ability to respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis. Changes in technology may make newer
generation manufacturing equipment more competitive than ours or may require us to make additional capital expenditures to
upgrade our manufacturing facilities. Our inability to continue to invest in new and more advanced technologies and
equipment, may result in our inability to respond to emerging industry standards and practices in a cost-effective and timely
manner that is competitive with other manufacturing companies. The development and implementation of such technology
entails technical and business risks. However, as of the date of this Prospectus, there have been no such instances in the past
three years, We cannot assure you that we will be able to successfully implement new technologies or adapt our processing
systems to emerging industry standards. If we are unable to adapt in a timely manner to changing market conditions or
technological changes, our business and financial performance could be adversely affected.
41. We face competition from both domestic as well as international players and our inability to compete effectively may have
a material adverse impact on our business and results of operations.
The market in which our company is doing business is highly competitive. Players in this industry generally compete with
each other on key attributes such as technical competence, pricing and timely delivery. Some of our competitors may have
longer industry experience and greater financial, technical and other resources, which may enable them to react faster in
changing market scenario and remain competitive. Growing competition may result in a decline in our market share and may
affect our margins which may adversely affect our business operations and our financial condition.
42. We will continue to be controlled by our Promoter and Promoter Group after the completion of the Issue, which will
allow them to influence the outcome of matters submitted for approval of our shareholders.
As on the date of this Prospectus, our Promoter and Promoter Group hold 74.40% of the issued and outstanding paid-up share
capital of our Company. As a result, they will have the ability to influence matters requiring shareholders’ approval, including
the ability to appoint Directors to our Board and the right to approve significant actions at Board and at shareholders’ meetings,
including the issue of Equity Shares and dividend payments, business plans, mergers and acquisitions, any consolidation or
joint venture arrangements, any amendment to our Memorandum of Association and Articles of Association, and any other
business decisions. We cannot assure you that our Promoters and Promoter Group will not have conflicts of interest with other
shareholders or with our Company. Any such conflict may adversely affect our ability to execute
our business strategy or to operate our business. For further details regarding our shareholding, please refer to chapter titled
“Capital Structure” beginning on Page 69 of this Prospectus.
43. Our inability to effectively implement our business and growth strategy may have an adverse effect on our operation and
growth.
49The success of our business will largely depend on our ability to effectively implement our business and growth strategy. In
the past we have generally been successful in execution of our business but there can be no assurance that we will be able to
execute our strategy on time and within the estimated budget in the future. If we are unable to implement our business and
growth strategy, this may have an adverse effect on our business, financial condition and results of operations.
44. We have not commissioned an industry report for the disclosures made in the chapter titled “Industry Overview” and made
disclosures on the basis of the data available from the online source.
We have not commissioned an industry report for the disclosures which need to be made in the chapter titled “Industry
Overview” beginning on page no. 106 of this Prospectus. We have made disclosures in the said chapter on the basis of the
relevant industry related data available online. We cannot assure you that any assumptions made are correct or will not change
and, accordingly, our position in the market may differ from that presented in this Prospectus. Although we believe that the
data may be considered to be reliable, their accuracy, completeness and underlying assumptions are not guaranteed and their
dependability cannot be assured. While we have taken reasonable care in the reproduction of the information, the information
has not been prepared or independently verified by us or any of our respective affiliates or advisors and, therefore, we make
no representation or warranty, express or implied, as to the accuracy or completeness of such facts and statistics. Further, the
industry data mentioned in this Prospectus or sources from which the data has been collected are not recommendations to
invest in our Company. Accordingly, investors should read the industry related disclosure in this Prospectus in this context.
EXTERNAL RISK FACTORS
45. Our business and operations are located in India and as such, we are subject to regulatory, economic, social and political
uncertainties in India, many of which are beyond our control.
The Indian economy and capital markets are influenced by economic, political and market conditions in India and globally.
We are incorporated in India, and almost all of our business and all of our personnel are located in India. Consequently, our
business, cash flows and results of operations will be affected by a number of macroeconomic and demographic factors in
India which are beyond our control. In particular, our total income and profitability are strongly correlated to consumer
discretionary spending in India, which is influenced by general economic conditions, salaries and employment levels and
consumer confidence. Recessionary economic cycles, a protracted economic slowdown, a worsening economy, increased
unemployment, increased energy prices, rising interest rates or other industry-wide cost pressures could lead to a decline in
our total income and profitability.
While our results may not necessarily track India’s economic growth figures, the Indian economy’s performance affects the
environment in which we operate. These factors could have an adverse effect on our business, financial condition, cash flows
and results of operations.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, results of operations, cash flows and financial condition and the price of the Equity Shares.
46. Changing laws, rules and regulations and legal uncertainties, including any adverse application of corporate and tax laws,
may adversely affect our business, cash flows, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the
instances mentioned below, may adversely affect our business, cash flows, results of operations and prospects, to the extent
that we are unable to suitably respond to and comply with any such changes in applicable law and policy.
For instance, GoI has notified the Finance Act, 2021 (“Finance Act”), which introduced various amendments to the taxation
laws in India. Under the Finance Act, in the absence of a specific provision under an agreement, the liability to pay stamp duty
in case of sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for consideration
through a depository, the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on a
delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount.
Further, the GoI has announced the Union Budget for the Financial Year 2023 pursuant to which the Finance Act of 2022 has
introduced various amendments. Unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules
and regulations including foreign investment and stamp duty laws governing our business and operations could result in us
being deemed to be in contravention of such laws and may require us to apply for additional approvals. Further, the GoI
introduced new laws relating to social security, occupational safety, industrial relations and wages namely, the Code on Social
Security, 2020 (“Social Security Code”), the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial
Relations Code, 2020 and the Code on Wages, 2019, which consolidate, subsume and replace numerous existing central labor
legislations, were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The GoI has deferred the effective date
of implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified. Different
dates may also be appointed for the coming into force of different provisions of the Labour Codes. While the rules for
implementation under these codes have not been finalized, as an immediate consequence, the coming into force of these codes
50could increase the financial burden on our Company, which may adversely impact our profitability. For instance, under the
Social Security Code, a new concept of deemed remuneration has been introduced, such that where an employee receives more
than half (or such other percentage as may be notified by the Central Government) of their total remuneration in the form of
allowances and other amounts that are not included within the definition of wages under the Social Security Code, the excess
amount received shall be deemed as remuneration and accordingly be added to wages for the purposes of the Social Security
Code and the compulsory contribution to be made towards the employees’ provident fund.
Additionally, the Ministry of Electronics and Information Technology has brought about a ‘new regime’ on data protection in
India by notifying Digital Personal Data Protection Act, 2023 (“DPDP Act”) on August 11, 2023. The DPDP Act, amongst
other obligations, prescribes format for obtaining consent and giving notice for processing of personal data, along with certain
legitimate uses for which personal data can be processed. The notification for its implementation is awaited and its rules are
yet to be notified.
Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations including
foreign investment and stamp duty laws governing our business and operations could result in us being deemed to be in
contravention of such laws and may require us to apply for additional approvals. We may incur increased costs and other
burdens relating to compliance with new requirements, which may also require significant management time and other
resources, and any failure to comply may adversely affect our business, cash flows, results of operations and prospects.
Uncertainty in the application, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming
as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our
businesses in the future.
47. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or a decline
in India’s foreign exchange reserves, all which are outside the control of our Company. Our borrowing costs and our access to
the debt capital markets depend significantly on the sovereign credit ratings of India. Any adverse revisions to India’s credit
ratings for domestic and overseas debt by international rating agencies may adversely impact our ability to raise additional
external financing, and the interest rates and other commercial terms at which such additional financing is available. This could
have an adverse effect on our business and future financial performance, our ability to obtain financing for capital expenditures
and the trading price of the Equity Shares.
48. In the past, there have been changes in Indian law related to foreign investments in India. Any such changes or restrictions
on foreign investors may adversely affect the trading price of Equity Shares.
Foreign investment in Indian securities is subject to regulation by Indian regulatory authorities including FEMA. Under foreign
exchange regulations which are currently in force in India, transfer of shares between non-residents and residents are freely
permitted (subject to compliance with sectoral norms and certain other restrictions) provided they comply with the pricing
guidelines and reporting requirements specified under applicable law. Further, unless specifically restricted, foreign investment
is freely permitted in majority of the sectors up to any extent and without any prior approval of Government of India, but the
foreign investor is required to follow certain prescribed procedures for making such investment. Under the Consolidated FDI
Policy, 100% foreign direct investment is permitted in a company engaged in manufacturing, under the automatic route, subject
to certain conditions specified thereunder.
Further, in accordance with the provisions of the FEMA and the Foreign Exchange Management (Non-debt Instruments) Rules,
2019 as amended from time to time, any investment, subscription, purchase or sale of equity instruments by entities of a country
which shares a land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of
any such country, will require prior approval of the Government of India. We cannot assure investors from such jurisdictions
that any required approval from the RBI or any other governmental agency can be obtained on any particular terms and
conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 268. Our
ability to raise any foreign capital under the FDI route is therefore constrained by Indian law, which may adversely affect our
business, cash flows and financial condition.
49. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including
conditions in the United States, Europe and certain emerging economies in Asia. Financial turmoil in Asia, Russia and
elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide financial instability may
cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and
financial sector and us.
51Furthermore, economic developments globally can have a significant impact on India. In particular, the global economy has
been negatively impacted by the conflict between Russia and Ukraine. Governments in the United States, United Kingdom,
and European Union have imposed sanctions on certain products, industry sectors, and parties in Russia. The conflict could
negatively impact regional and global financial markets and economic conditions, and result in global economic uncertainty
and increased costs of various commodities, raw materials, energy and transportation.
In addition, recent increases in inflation and interest rates globally, including in India, could adversely affect the Indian
economy. In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in
the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations
between the two countries. These factors may also result in a slowdown in India’s export growth. Any significant financial
disruption could have an adverse effect on our business, financial condition, cash flows and results of operation.
50. If inflation rises in India, increased costs may result in a decline in profits and result of operations may be adversely
affected.
Inflation rates in India have been volatile in recent years, and such volatility may continue. Increasing inflation in India could
cause a rise in the costs of third party suppliers and contract manufacturers, rents, wages, raw materials and other expenses. In
recent years, India has experienced consistently high inflation, especially and increasingly so in recent months, which has
increased the price of, among other things, our rent, raw materials and wages. Further, while the Government of India has
previously initiated economic measures to combat high inflation rates, it is unclear whether these measures will remain in
effect, and there can be no assurance that Indian inflation levels will not worsen and rise in the future. If we are unable to
increase our revenues sufficiently to offset our increased costs due to inflation, it could have an adverse effect on our business,
prospects, financial condition, results of operations and cash flows.
51. The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may experience price and volume
fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares
may be volatile, and you may be unable to resell the Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the Stock Exchanges
may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for the Equity Shares
will develop, or if developed, the liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares is
proposed to be determined through a book-building process and may not be indicative of the market price of the Equity Shares
at the time of commencement of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares
may be subject to significant fluctuations in response to, among other factors, variations in our operating results of our
Company, market conditions specific to the industry we operate in, developments relating to India, volatility in the securities
markets in India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings
estimates by research publications, and changes in economic, legal and other regulatory factors.
52. There is no guarantee that the Equity Shares issued pursuant to the Issue will be listed on the SME Platform of BSE
Limited in a timely manner, or at all.
In accordance with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the issue
will not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require all
relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a failure or delay in listing the
Equity Shares on the SME Platform of BSE Limited. Any failure or delay in obtaining the approval would restrict your ability
to dispose of your Equity Shares.
53. Investors may be subject to Indian taxes arising out of income arising on the sale of and dividend on the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares held as
investments in an Indian company are generally taxable in India. Any capital gain realized on the sale of listed equity shares
on a Stock Exchange held for more than 12 months immediately preceding the date of transfer will be subject to long term
capital gains in India at the specified rates depending on certain factors, such as whether the sale is undertaken on or off the
Stock Exchanges, the quantum of gains and any available treaty relief. Accordingly, you may be subject to payment of long
term capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity Shares
held for more than 12 months immediately preceding the date of transfer. STT will be levied on and collected by a domestic
stock exchange on which the Equity Shares are sold.
Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately
preceding the date of transfer will be subject to short term capital gains tax in India. Further, withholding tax may be applicable
on sale of shares by Non- Resident / FII under section 115E and 115AD of the Income Tax Act, 1961.
No dividend distribution tax is required to be paid in respect of dividends declared, distributed or paid by a domestic company
after March 31, 2020 and, accordingly, such dividends would not be exempt in the hands of the Shareholders both for residents
52as well as non-residents. Our Company may or may not grant the benefit of a tax treaty (where applicable) to a non-resident
Shareholder for the purposes of deducting tax at source pursuant to any corporate action, including dividends.
There is no certainty on the impact of Indian tax laws or other regulations, and which may adversely affect the Company’s
business, financial condition, results of operations or on the industry in which we operate. Investors are advised to consult their
own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.
54. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Application (in terms of quantity of
Equity Shares or the Application Amount) at any stage after submitting the Application, and Individual Investors are not
permitted to withdraw their Application after Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the Application Amount on
submission of the Application and are not permitted to withdraw or lower their Application (in terms of quantity of Equity
Shares or the Application Amount) at any stage after submitting a Application. Individual Investors can revise their Application
during the Issue Period and withdraw their Application until the Issue Closing Date. While we are required to complete all
necessary formalities for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity
Shares are proposed to be listed including Allotment pursuant to the Issue within three Working Days from the Issue Closing
Date, events affecting the Investors’ decision to invest in the Equity Shares, including material adverse changes in international
or national monetary policy, financial, political or economic conditions, our business, results of operation or financial condition
may arise between the date of submission of the Application and Allotment. We may complete the Allotment of the Equity
Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares allotted pursuant to
the Issue or cause the trading price of the Equity Shares to decline upon listing. QIBs and Non-Institutional Applicants will
therefore not be able to withdraw following adverse developments in international or national monetary policy, financial,
political or economic conditions, our business, results of operations, cash flows or otherwise, between the dates of submission
of their Application Form and Allotment.
55. The Issue Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Issue.
The Issue Price of the Equity Shares is proposed to be determined by us in consultation with the BRLM, through a book-
building process. This price is based on numerous factors, as described under “Basis for Issue Price” on page 96, and may not
be indicative of prices that will prevail in the open market following the Issue. The market price of our Equity Shares could be
subject to significant fluctuations after the Issue, and may decline below the Issue Price. In addition, the stock market often
experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a particular
company. These broad market fluctuations and industry factors may materially reduce the market price of the Equity Shares,
regardless of our Company's performance. As a result of these factors, we cannot assure you that investors will be able to resell
their Equity Shares at or above the Issue Price.
56. Investors may have difficulty enforcing foreign judgments against us or our management.
The Company is a limited liability company incorporated under the laws of India. The majority of our directors and executive
officers are residents of India. All of our assets and the assets of our Directors are located in India. As a result, it may be
difficult for foreign investors to effect service of process upon us or directors to enforce judgments obtained outside India.
Recognition and enforcement of foreign judgments is provided for under Section 13 of the Code of Civil Procedure, 1908
(“CPC”), on a statutory basis. Section 13 of the CPC provides that foreign judgments shall be conclusive regarding any matter
directly adjudicated upon, except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii)
where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the
judgment is founded on an incorrect view of international law or a refusal to recognize the law of India in cases to which such
law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where
the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law then in
force in India. Under the CPC, a court in India shall, upon the production of any document purporting to be a certified copy of
a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary
appears on record. However, under the CPC, such presumption may be displaced by proving that the court did not have
jurisdiction.
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Section 44A
of the CPC provides that where a foreign judgment has been rendered by a superior court, within the meaning of that Section,
in any country or territory outside of India which the GoI has by notification declared to be in a reciprocating territory, it may
be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India.
However, Section 44A of the CPC is applicable only to monetary decrees not being of the same nature as amounts payable in
respect of taxes, other charges of a like nature or of a fine or other penalties. Some jurisdictions including the United Kingdom,
United Arab Emirates, Singapore and Hong Kong have been declared by the GoI to be reciprocating countries for the purposes
53of Section 44A of the CPC. However, the party in whose favor such final judgment is rendered may bring a new suit in a
competent court in India based on a final judgment that has been obtained in the United States. The suit must be brought in
India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in
India.
Further, there may be considerable delays in the disposal of suits by Indian courts. It is unlikely that a court in India would
award damages on the same basis as a foreign court if an action were brought in India. Furthermore, it is unlikely that an Indian
court would enforce a foreign judgment if that court were of the view that the amount of damages awarded was excessive or
inconsistent with public policy or Indian law. It is uncertain as to whether an Indian court would enforce foreign judgments
that would contravene or violate Indian law. However, a party seeking to enforce a foreign judgment in India is required to
obtain approval from the RBI under the FEMA to execute such a judgment or to repatriate any amount recovered.
57. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and could
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer holders of its Equity Shares
pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their existing ownership
percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of
a special resolution by holders of three-fourths of the Equity Shares who have voted on such resolution. However, if the laws
of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without us filing an offering document
or registration statement with the applicable authority in such jurisdiction, you will be unable to exercise such pre-emptive
rights unless we make such a filing. We may elect not to file a registration statement in relation to pre-emptive rights otherwise
available by Indian law to you. To the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity
Shares, you may suffer future dilution of your ownership position and your proportional interests in us would be reduced.
58. Any future issuance of Equity Shares or convertible securities or other equity linked securities by us may dilute your
shareholding and sales of the Equity Shares by our major shareholders may adversely affect the trading price of the Equity
Shares.
We may be required to finance our growth through future equity offerings. Any future issuance of our Equity Shares,
convertible securities or securities linked to our Equity Shares by us, including through exercise of employee stock options
may dilute your shareholding in us. Any future equity issuances by us, including a primary offering, may lead to the dilution
of investors’ shareholdings in us. Any disposal of Equity Shares by our major shareholders or the perception that such issuance
or sales may occur, including to comply with the minimum public shareholding norms applicable to listed companies in India
may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty
in raising capital through offering of the Equity Shares or incurring additional debt. We cannot assure you that we will not
issue further Equity Shares or that the shareholders will not dispose of, pledge or encumber the Equity Shares in the future.
Any future issuances could also dilute the value of your investment in the Equity Shares.
In addition, any perception by investors that such issuances or sales might occur may also affect the market price of the Equity
Shares.
59. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.
There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control of the Company,
even if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would
otherwise be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or
threatened change in control of our Company. Under the Takeover Regulations, an acquirer has been defined as any person
who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually
or acting in concert with others. Although these provisions have been formulated to ensure that interests of shareholders are
protected, these provisions may also discourage a third party from attempting to take control of our Company. Consequently,
even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market
price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the SEBI SAST Regulations.
60. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate
procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would
apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and widespread as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights
as shareholder in an Indian company than as shareholders of an entity in another jurisdiction.
5461. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to enhance
market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges, in the past, have introduced various pre-emptive surveillance measures with respect to the
shares of listed companies in India (the “Listed Securities”) in order to enhance market integrity, safeguard the interests of
investors and potential market abuses. In addition to various surveillance measures already implemented, and in order to further
safeguard the interest of investors, the SEBI and the Stock Exchanges have introduced additional surveillance measures
("ASM”) and graded surveillance measures ("GSM”).
ASM is conducted by the Stock Exchanges on Listed Securities with surveillance concerns based on certain objective
parameters such as share price, price-to-earnings ratio, percentage of delivery, client concentration, variation in volume of
shares and volatility of shares, among other things. GSM is conducted by the Stock Exchanges on Listed Securities where their
price quoted on the Stock Exchanges is not commensurate with, among other things, the financial performance and financial
condition measures such as earnings, book value, fixed assets, net-worth, other measures such as price-to-earnings multiple
and market capitalization and overall financial position of the concerned listed company, the Listed Securities of which are
subject to GSM.
For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting and review of
Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among other details, refer to the
websites of the NSE and the BSE.
Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other factors which
may result in high volatility in price, and low trading volumes as a percentage of combined trading volume of our Equity
Shares. The occurrence of any of the abovementioned factors or other circumstances may trigger any of the parameters
prescribed by SEBI and the Stock Exchanges for placing our securities under the GSM and / or ASM framework or any other
surveillance measures, which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI
and the Stock Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on
a trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement of
settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares on the
surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading may have an adverse
effect on market price, trading and liquidity of our Equity Shares and on the reputation and conditions of our Company. Any
such instance may result in a loss of our reputation and diversion of our management’s attention and may also decrease the
market price of our Equity Shares which could cause you to lose some or all of your investment.
55SECTION IV - INTRODUCTION
THE ISSUE
The following table summarises the Issue details of this Prospectus:
Issue of Equity Shares(1) (2) 65,07,000 Equity Shares of face value of ₹ 10/- each fully paid up
of our company at a price of ₹ 140 per Equity share aggregating up
to ₹ 9,109.80 lakhs
of which:
Market Maker Portion Reservation Issue of 3,26,000 Equity Shares having a face value of ₹ 10/- each
at a price of ₹ 140 per Equity Shares aggregating ₹ 456.40 lakhs
Net Issue to Public(3) Issue of 61,81,000 Equity Shares having a face value of ₹ 10/- each
at a price of ₹ 140 per Equity Shares aggregating ₹ 8,653.40 lakhs
Out of which*:
A. QIB Portion (4) (5) Not more than 30,87,000 Equity Shares aggregating to ₹ 4.321.80
Lakhs
Of Which*
(a) Anchor Investor Portion 18,52,000 Equity Shares aggregating to ₹ 2,592.80 Lakhs
(b) Net QIB Portion (assuming the 12,35,000 Equity Shares aggregating to ₹ 1,729.00 Lakhs
Anchor Investor Portion is fully subscribed)
Of which*
(i) Available for allocation to Mutual Funds only (5% 62,000 Equity Shares aggregating to ₹ 86.80 Lakhs
of the QIB Portion (excluding Anchor Investor Portion)
(ii) Balance of QIB Portion for all QIBs 11,73,000 Equity Shares aggregating to ₹ 1,642.20 Lakhs
including Mutual Funds
B. Non-Institutional Category Not Less than 9,30,000 Equity Shares aggregating to ₹ 1,302.00
Lakhs
Of which*
3,10,000 Equity Shares for cash at a price of ₹ 140 per
i. One-third of the Non-Institutional Portion available for
Equity Share aggregating ₹ 434.00 Lakhs
allocation to Non-Institutional Bidders with an
application size of more than two lots and up to such
lots equivalent to not more than ₹10 lakhs
6,20,000 Equity Shares for cash at a price of ₹ 140 per
ii. Two-third of the portion available to noninstitutional
Equity Share aggregating ₹ 868.00 Lakhs
investors shall be reserved for applicants with
application size of more than ₹10 lakhs
C. Individual Investor Portion Not Less than 21,64,000 Equity Shares aggregating to ₹ 3,029.60
Lakhs
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,74,62,954 Equity Shares of face value of ₹10/- each
Equity Shares outstanding after the Issue 2,39,69,954 Equity Shares of face value of ₹10/- each
Use of Net Proceeds Please refer “Objects of the Issue” on page 85 for further
information about the use of the Net Proceeds.
*Subject to finalisation of the Basis of Allotment.
Notes:
1) The Issue was made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. This
Issue was made by our company in terms of Regulation of 229 (2) of SEBI ICDR Regulations read with Rule 19(2)(b)(i)
of SCRR wherein not less than 25% of the post – issue paid up equity share capital of our company was offered to the
public for subscription.
2) The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on December 12,
2024 and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1)(c) of the
Companies Act, 2013 at the Extra Ordinary General Meeting held on December 13, 2024.
3) In the event of over-subscription, allotment shall be made on a proportionate basis, subject to valid Bids received at or
above the Issue Price. Allocation to investors in all categories, except the Individual Portion, shall be made on a
proportionate basis subject to valid bids received at or above the Issue Price. The allocation to each Individual Investor
shall not be less than the minimum Bid Lot, and subject to availability of Equity Shares in the Individual Portion, the
remaining available Equity Shares, if any, shall be allocated on a proportionate basis.
4) The SEBI ICDR Regulation, 2018 read with SEBI ICDR (Amendment) Regulations, 2025, permits the Issue of securities
to the public through the Book Building Process, which states that not less than 35% of the Net Issue shall be available
for allocation to Individual Investors who applies for minimum application size. Not less than 15% of the Net Issue shall
56be available for allocation to Non-Institutional Investors of which one-third of the Non-Institutional Portion will be
available for allocation to Bidders with an application size of more than two lots and up to such lots as equivalent to not
more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion was made available for allocation to Bidders
with an application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other sub-category of Non- Institutional Portion. Subject to the
availability of shares in non-institutional investors’ category the, allotment to each Non-Institutional Investors shall not
be less than the minimum application size in Non-Institutional Category and the remaining available Equity Shares, if
any, shall be allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule
XIII of the SEBI ICDR Regulations 2018 read with SEBI ICDR (Amendment) Regulations, 2025. Not more than 50%
of the Net Issue shall be allotted to QIBs, subject to valid Bids being received at or above the Issue Price.
5) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the
QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders
at the discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock
Exchange, subject to applicable laws. Undersubscription, if any, in the QIB Portion (excluding the Anchor Investor
Portion) will not be allowed to be met with spill-over from other categories or a combination of categories.
6) Our Company in consultation with the Book Running Lead Manager, allocated up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations. One-third of the Anchor Investor
Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at
or above the Anchor Investor Allocation Price. In the event of undersubscription in the Anchor Investor Portion, the
remaining Equity Shares shall be added to the QIB Portion. Further, 5% of the Net QIB Portion was made available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made available for
allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than
5% of the Net QIB Portion, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added
to the Net QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to
their Bids. For further details, please refer section titled “Issue Procedure” beginning on page 239 of this Prospectus.
SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 03, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each
Individual Investors which shall not be less than minimum application size applied by such individual investors and
Subject to the availability of shares in non-institutional investors’ category, the allotment to Non- Institutional Investors
shall be more than two lots which shall not be less than the minimum application size in the Non-Institutional Category
and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Further, SEBI through its
circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all individual Investors applying
in initial public offerings opening on or after May 1, 2022, where the Bid amount is up to ₹ 5,00,000 shall use UPI. UPI
Bidders using the UPI Mechanism, shall provide their UPI ID in the Bid cum Application Form for Bidding through
Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in
1 type accounts), provided by certain brokers.
For details, including grounds for rejection of Bids, refer to “Issue Structure” and “Issue Procedure” on page 235 and
239, respectively. For details of the terms of the Issue, see “Terms of the Issue” on page 227.
(The remainder of this page is intentionally left blank)
57SUMMARY OF FINANCIAL INFORMATION
The following tables provide the summary of financial information of our Company derived from the Restated Financial Information
for the Financial Years ended March 31, 2025, 2024, and 2023. The Restated Financial Information referred to above is presented
under the section titled “Financial Information” beginning on Page No. 180 of this Prospectus. The summary of financial
information presented below should be read in conjunction with the Restated Financial Information, the notes thereto and the
chapters titled “Financial Information” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” beginning on Page Nos. 180 and 192, respectively of this Prospectus.
S. No. Details Page Number
1. Summary of Consolidated Financial Information SCF-1 to SCF-3
2. Summary of Standalone Financial Information SSF-1 to SSF-3
(The remainder of this page is intentionally left blank)
58Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES AS RESTATED ANNEXURE - I
(₹ In Lakhs)
As at
Sr. No. Particulars Annexure No. March 31,
2025
EQUITY AND LIABILITIES
1) Shareholders Funds
a. Share Capital V 1,746.30
b. Reserves & Surplus VI 9,333.87
2) Minority interest VII 62.34
3) Non - Current Liabilities
a. Long-term Borrowings VIII 119.92
b. Deferred Tax Liabilities (net) IX 0.72
c. Long-term Provisions X 65.40
4) Current Liabilities
a. Short Term Borrowings XI 5,877.79
b. Trade Payables XII
- Payable to Micro and Small Enterprises 35.07
- Payable to other than Micro and Small Enterprises 6,357.63
c. Other Current liabilities XIII 790.29
d. Short Term Provisions XIV 1,304.66
T O T A L 25,693.99
ASSETS
1) Non Current Assets
a. Property, Plant & Equipment and Intangible Assets XV
- Property, Plant & Equipment 3,675.22
- Intangible Assets 0.86
- Capital Work-in-Progress -
b. Deferred Tax Assets (Net) IX -
c. Long-term Loans & Advances XVI 1 98.35
d. Other Non-current assets XVII 7 29.81
2) Current Assets
a. Inventories XVIII 6,243.89
b. Trade Receivables XIX 12,760.04
c. Cash and Bank Balance XX 392.21
d. Short term loan and advances XXI 1,693.61
T O T A L 25,693.99
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
sd/- (Managing Director) (Managing Director)
V. Sadagopan DIN - 00232210 DIN - 00232275
Partner
Mem No- 022618
UDIN - 25022618BMIPZJ1563 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Place : Chennai (CFO) (Company Secretary)
Date : 21-08-2025
Place : Chennai
Date : 21-08-2025
SCF- 1Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED PROFIT AND LOSS AS RESTATED ANNEXURE - II
(₹ In Lakhs)
Sr. No. Particulars Annexure No. For the Year ended March 31, 2025
A INCOME
Revenue from Operations XXII 1 9,238.70
Other Income XXIII 2 7.56
Total Income (A) 19,266.26
B EXPENDITURE
Cost of Material Consumed XXIV 1 3,343.47
Direct Expenses XXV 1 ,172.67
Changes In Inventories Of Work- In- Progress & Finished Goods XXVI (2,048.25)
Employee benefits expense XXVII 1 ,252.18
Finance costs XXVIII 1 ,107.03
Depreciation and amortization expense XXIX 2 53.27
Other expenses XXX 6 89.52
Total Expenses (B) 1 5,769.89
C Profit before tax 3 ,496.37
D Tax Expense:
(i) Current tax 9 41.95
(ii) Deferred tax expenses/(credit) IX (0.07)
Total Expenses (D) 9 41.88
E Profit for the year before minority interest (C-D) 2,554.49
F Minority Interest VII (0.27)
G PROFIT / (LOSS) FOR THE PERIOD ( E- F) 2,554.76
H Earnings per share (Face value of ₹ 10/- each): XXXVII
i. Basic 1 5.63
ii. Diluted 1 5.63
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
sd/- Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
V. Sadagopan (Managing Director) (Managing Director)
Partner DIN - 00232210 DIN - 00232275
Mem No- 022618
UDIN - 25022618BMIPZJ1563
sd/- sd/-
Place : Chennai Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Date : 21-08-2025 (CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SCF- 2Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED CASH FLOW AS RESTATED ANNEXURE - III
(₹ In Lakhs)
Particulars For the Year ended March 31, 2025
Cash Flow From Operating Activities:
Net Profit before tax as per Profit And Loss A/c 3,496.37
Adjustments for:
Interest Cost 990.93
Gratuity Provision 6.92
Interest Income (12.59)
Unrealised Realised Forex Exchange Gain/(Loss) 3.73
Sundry balance written off 15.32
Profit on sale of Asset (8.74)
Depreciation and Amortisation Expense 253.27
Operating Profit Before Working Capital Changes 4,745.21
Adjusted for (Increase)/Decrease in operating assets
Inventories (1,663.60)
Trade Receivables (2,604.56)
Loans and Advances (283.28)
Other Non Current Assets (231.14)
Other Current Assets (Including Other Bank balances) (13.94)
Adjusted for Increase/(Decrease) in operating liabilities:
Trade Payables 411.80
Other Current Liabilities & Provisions (337.88)
Cash Generated From Operations Before Extra-Ordinary Items 22.61
Net Income Tax (paid)/ refunded (467.21)
Net Cash Flow from/(used in) Operating Activities: (A) (444.60)
Purchase of property, plant & equipment and intangible assets (567.32)
Sale of property, plant & equipment 11.50
Capital advances (72.54)
Interest Income Received 12.59
Net Cash Flow from/(used in) Investing Activities: (B) (615.77)
Cash Flow from Financing Activities:
Proceeds from Long term Borrowings 144.59
Repayment of Long term Borrowings (22.88)
Proceeds from Short term Borrowings 654.00
Repayment of Short term Borrowings (1,158.23)
Fresh shares issued during the year 2,690.95
Interest Cost (1,037.06)
Net Cash Flow from/(used in) Financing Activities (C) 1,271.37
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 210.99
Cash & Cash Equivalents As At Beginning of the Year 23.81
Cash & Cash Equivalents As At End of the Year 234.80
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
Component of cash and cash equivalent consist of :
Cash-in-Hand 0.54
Bank Balance 234.26
Fixed Deposits (having original maturity of less than 3 months) -
Total 234.80
Note: The Cash Flow Statements has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified under section 133 of the Companies
Act, 2013.
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
sd/- Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
V. Sadagopan (Managing Director) (Managing Director)
Partner DIN - 00232210 DIN - 00232275
Mem No- 022618
UDIN - 25022618BMIPZJ1563
sd/- sd/-
Place : Chennai Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Date : 21-08-2025 (CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SCF- 3Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE ASSETS AND LIABILITIES AS RESTATED ANNEXURE - I
(₹ In Lakhs)
As at As at As at
Annexure
Sr. No. Particulars March 31, March 31, March 31,
No.
2025 2024 2023
EQUITY AND LIABILITIES
1) Shareholders Funds
a. Share Capital V 1,746.30 499.50 499.50
b. Reserves & Surplus VI 9,097.51 5,098.55 3,675.27
2) Non - Current Liabilities
a. Long-term Borrowings VII 119.92 3.69 22.56
b. Deferred Tax Liabilities (net) VIII 0.72 0.79 19.92
c. Long-term Provisions IX 65.40 81.52 67.59
3) Current Liabilities
a. Short Term Borrowings X 5,877.79 6,376.55 5,999.26
b. Trade Payables XI
- Payable to Micro and Small Enterprises 35.07 35.07 35.07
- Payable to other than Micro and Small Enterprises 6,357.63 5,942.10 5,172.37
c. Other Current liabilities XII 970.77 1,354.78 727.78
d. Short Term Provisions XIII 1,304.66 806.88 169.77
T O T A L 25,575.77 20,199.43 16,389.09
ASSETS
1) Non Current Assets
a. Property, Plant & Equipment and Intangible Assets XIV
- Property, Plant & Equipment 3,675.22 3,363.93 3,566.88
- Intangible Assets 0.86 0.86 0.86
- Capital Work-in-Progress - - -
b. Non-Current Investments XV 0.99 - -
c. Deferred Tax Assets (Net) VIII - - -
d. Long-term Loans & Advances XVI 1 98.35 1 25.81 5 20.00
e. Other Non-current assets XVII 7 29.81 4 98.67 3 26.03
2) Current Assets
a. Inventories XVIII 6,243.89 4,580.29 5,032.39
b. Trade Receivables XIX 12,760.04 10,170.80 4,876.74
c. Cash and Bank Balance XX 391.54 167.28 360.45
d. Short term loan and advances XXI 1,575.07 1,291.79 1,705.74
T O T A L 25,575.77 20,199.43 16,389.09
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
V. Sadagopan Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SSF-1Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE PROFIT AND LOSS AS RESTATED ANNEXURE - II
(₹ In Lakhs)
Sr. Annexure For the year ended For the year ended For the year ended
Particulars
No. No. March 31, 2025 March 31, 2024 March 31, 2023
A INCOME
Revenue from Operations XXII 19,238.70 11,930.36 9,517.39
Other Income XXIII 27.56 356.86 15.51
Total Income (A) 19,266.26 12,287.22 9,532.90
B EXPENDITURE
Cost of Material Consumed XXIV 13,343.47 6,179.87 5,475.45
Direct Expenses XXV 1,172.67 930.45 1,655.81
Changes In Inventories Of Work- In- Progress & Finished
XXVI (2,048.25) 288.14 (881.60)
Goods
Employee benefits expense XXVII 1,252.18 996.13 1,240.90
Finance costs XXVIII 1,107.03 1,184.85 1,121.61
Depreciation and amortization expense XXIX 2 53.27 2 92.84 3 13.43
Other expenses XXX 688.21 354.93 372.81
Total Expenses (B) 1 5,768.58 1 0,227.21 9 ,298.41
C Profit before tax 3,497.68 2,060.01 234.49
D Tax Expense:
(i) Current tax XXXVIII 941.95 655.85 131.18
(ii) Deferred tax expenses/(credit) VIII (0.07) (19.12) (46.05)
Total Expenses (D) 941.88 636.73 85.13
E Profit for the year (C-D) 2,555.80 1,423.28 149.36
F Earnings per share (Face value of ₹ 10/- each): XXXVII
i. Basic 15.64 9.50 1.00
ii. Diluted 15.64 9.50 1.00
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
V. Sadagopan Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SSF-2Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE CASH FLOW AS RESTATED ANNEXURE -III
(₹ In Lakhs)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash Flow From Operating Activities:
Net Profit before tax as per Profit And Loss A/c 3,497.68 2,060.01 234.49
Adjustments for:
Interest Cost 990.93 1,145.79 1,013.22
Gratuity Provision / (Reversal) 6.92 31.47 ( 1.06)
Interest Income ( 12.59) ( 14.22) ( 13.96)
Unrealised Realised Forex Exchange Gain/(Loss) 3.73 - 0.09
Sundry balance written off 15.32 1.81 1.50
Sundry Creditors Written Back - ( 313.14) -
Profit on sale of Asset ( 8.74) - -
Depreciation and Amortisation Expense 253.27 292.84 313.43
Operating Profit Before Working Capital Changes 4,746.52 3,204.56 1,547.71
Adjusted for (Increase)/Decrease in operating assets
Inventories ( 1,663.60) 452.10 ( 985.85)
Trade Receivables ( 2,604.56) ( 5,294.07) 1,538.41
Loans and Advances ( 283.28) 412.14 ( 668.21)
Other Non Current Assets ( 231.14) ( 172.64) 2.14
Other Current Assets (Including Other Bank balances) ( 13.94) 109.74 43.59
Adjusted for Increase/(Decrease) in operating liabilities:
Trade Payables 411.80 1,082.87 ( 367.30)
Other Current Liabilities & Provisions ( 337.88) 587.90 ( 33.82)
Cash Generated From Operations Before Extra-Ordinary Items 23.92 382.60 1,076.67
Net Income Tax (paid)/ refunded ( 467.21) ( 36.28) ( 68.75)
Net Cash Flow from/(used in) Operating Activities: (A) ( 443.29) 346.32 1,007.92
Purchase of property, plant & equipment and intangible assets ( 567.32) ( 89.89) ( 205.63)
Sale of property, plant & equipment 11.50
Capital advances ( 72.54) 394.19 450.00
Interest Income Received 12.59 14.22 13.96
Investment in Subsidiary company ( 0.99) - -
Net Cash Flow from/(used in) Investing Activities: (B) ( 616.76) 318.52 258.33
Cash Flow from Financing Activities:
Proceeds from Long term Borrowings 144.59 8.86 34.19
Repayment of Long term Borrowings ( 22.88) ( 92.49) ( 229.85)
Proceeds from Short term Borrowings 6 54.00 4 94.12 98.58
Repayment of Short term Borrowings (1,158.23) ( 52.07) (966.08)
Fresh shares issued during the year 2,689.96 - -
Interest Cost ( 1,037.06) ( 1,106.69) ( 1,000.86)
Net Cash Flow from/(used in) Financing Activities (C) 1,270.38 ( 748.27) ( 2,064.02)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 210.32 ( 83.43) ( 797.77)
Cash & Cash Equivalents As At Beginning of the Year 23.81 107.24 905.01
Cash & Cash Equivalents As At End of the Year 234.13 23.81 107.24
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
Component of cash and cash equivalent consist of :
Cash-in-Hand 0.54 0.97 3.44
Bank Balance 233.59 22.84 103.80
Total 234.13 23.81 107.24
Note: The Cash Flow Statements has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified under section 133 of the Companies Act, 2013.
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
Dakshinamoorthy Dakshinamoorthy
V. Sadagopan Venkatesan Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi
Thygarajan Sivakumar
Karunakaran
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SSF-3GENERAL INFORMATION
Registered Office
AIRFLOA RAIL TECHNOLOGY LIMITED
No 9 Chelliamman Koilstreet Keelkttalai Chennai-117 Chennai-117 Tamil Nadu 600117 India
Telephone: +91 9600621490
E-mail: cs@airflow.co.in
Website: https://www.airflow.co.in/
CIN: U30204TN1998PLC041571
Corporate Office: NA
Address of Registrar of Companies
Our Company is registered with the Registrar of Companies, Chennai situated at the following address:
Block No.6, B Wing 2nd Floor, Shastri Bhawan 26, Haddows Road, Chennai - 600034
Board of Directors of our Company
Set forth below are the details of our Board of Directors as on the date of this Prospectus:
S. No. Name Designation DIN Address
Venkatesan. Chairman and Managing 00232210 12, Thiruvalluvar Nagar Main Road, Keelkattalai,
1.
Dakshinamoorthy Director PO: Old Pallavaram, Dist. Kancheepuram, Tamil
Nadu-600117
Manikandan Joint Managing Director 00232275 5A, 3rd Floor, Residency Parikrama, No 13, 14th
2.
Dakshna moorthy Cross Street, Shastri Nagar, Adyar, Chennai Tamil
Nadu - 600020
Sathishkumar Whole-time Director 08561438 12, Thiruvalluvar Nagar Main Road, Keelkattalai,
3.
Venkatesan PO: Old Pallavaram, Dist. Kancheepuram, Tamil
Nadu-600117
Nandhini Non-Executive Director 08561378 5A, 3rd Floor, Residency Parikrama, No 13, 14th
4.
Manikandan Cross Street, Shastri Nagar, Adyar, Chennai Tamil
Nadu - 600020
Sudhanshu Mani Independent Director 10124439 Flat No. B-101, First Floor, Rohtas Presidential
5.
Tower, Vibhutikhand TC-G-4/4, Gomtinagar,
Lucknow
Tilak Raj Seth Independent Director 07027068 Madan Lal Seth, Flat-131, DDA SFS Flats, Nasir
6.
Pur, Sector 6 Pocket 3- Dwarka, Nasirpur, South
west Delhi-110045
For detailed profile of our directors, please refer to the chapter titled “Our Management” on page 157 of the Prospectus.
Chief Financial Officer Company Secretary & Compliance Officer
Mr. P S Karunakaran Mr. Thygarajan Sivakumar
Airfloa Rail Technology Limited Airfloa Rail Technology Limited
Address: No 9 Chelliamman Koilstreet Keelkttalai Chennai-Address: No 9 Chelliamman Koilstreet Keelkttalai Chennai-117
117 Chennai-117 Tamil Nadu 600117 India Chennai-117 Tamil Nadu 600117 India
Telephone: +91 9600621490 Telephone: +91 9600615940
E-mail: finance@airflow.co.in E-mail: cs@airflow.co.in
Investor grievances
Investors can contact the Company Secretary and Compliance Officer, the BRLM or the Registrar to the Issue in case of
any pre-Issue or post-Issue related problems, such as non-receipt of letters of Allotment, non credit of allotted Equity Shares
in the respective beneficiary account, non-receipt of refund orders and non-receipt of funds by electronic mode.
All grievances relating to the issue other than the Anchor Investors may be addressed to the Registrar to the Issue with a copy to the
relevant Designated Intermediary with whom the ASBA Form was submitted. The Bidders should give full details such as name of
59the sole or first Bidder, ASBA Form number, Bidder DP ID, Client ID, PAN, date of the ASBA Form, details of UPI IDs (if
applicable), address of the Bidder, number of Equity Shares applied for and the name and address of the Designated Intermediary
where the ASBA Form was submitted by the ASBA Bidder.
Further, the investors shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the
documents/information mentioned hereinabove.
All grievances relating to the Anchor Investors may be addressed to the BRLM, giving full details such as name of the sole or first
Bidder, Bid cum Application Form number, Bidders DP ID, Client ID, PAN, date of the Anchor Investor Application Form, address
of the Bidder, number of Equity Shares applied for, Bid Amount paid on submission of the Anchor Investor Application Form.
For all Issue related queries and for redressal of complaints, investors may also write to the Book Running Lead Manager.
Details of Key Intermediaries pertaining to this Issue of our Company:
Book Running Lead Manager to the Issue/ Syndicate Registrar to the Issue
Member
GYR Capital Advisors Private Limited KFin Technologies Limited
428, Gala Empire, Near JB Tower, Drive in Road, Thaltej, Selenium Tower-B, Plot 31 & 32, Gachibowli, Financial
Ahmedabad-380 054, Gujarat, India. District, Nanakramguda, Serilingampally, Hyderabad – 500
Telephone: +91 87775 64648 032, Telangana
Fax: N.A. Tel: +91 40 6716 2222
Email ID: info@gyrcapitaladvisors.com Fax: N.A
Website: www.gyrcapitaladvisors.com Email: airfloa.ipo@kfintech.com
Investor Grievance ID: investors@gyrcapitaladvisors.com Website: www.kfintech.com
Contact Person: Mohit Baid Investor Grievance Email: einward.ris@kfintech.com
SEBI Registration Number: INM000012810 Contact Person: M Murali Krishna
SEBI Registration Number: INR000000221
Legal Advisor to the Issue Statutory and Peer Review Auditor of our Company
M/s. Vidhigya Associates, Advocates Varadarajan & Co
Address: 501, 5th Floor, Jeevan Sahakar Building, Chartered Accountants
Homi Street, Fort, Mumbai-400001 ‘Srivastava’- Basement, Door No. 4, Kamaraj Avenue, 1st
Contact Person: Rahul Pandey Street, Adyar, Chennai-20.
Tel: +91 8424030160 Contact No.: +91 9841012729
Email: rahul@vidhigyaassociates.com Email: kumarjani@gmail.com
Contact Person: Mr. V Sadagopan
Membership No.: 022618
Firm Registration No.: 004515S
Peer Review Certificate No.: 015965
Bankers to our Company
Axis Bank Limited Union Bank of India
Club House Branch, 225, Opposite Spencers Plaza, Anna Salai, Mylapore branch, 61 Sullivan Garden Road, Mylapore,
Chennai 600 002, Tamil Nadu. Chennai, 600004.
Tel: +91 044-61372000 Tel: +91 044-23460761
Facsimile: N.A. Facsimile: N.A.
Email: Cbb.chennai.branchhead@axisbank.com , Email: ubin0539571@unionbankonline.co.in
cbbchennai.operationshead@axisbank.com Website: https://www.unionbankofindia.co.in/en/home
Website: https://www.axisbank.com/ Contact person: Mrs. Saritha Devi
Contact person: Mrs.Devi
Monitoring Agency
Name: Crisil Ratings Limited
Address: Lightbridge IT Park, Saki Vihar Road, Andheri East, Mumbai 400 072
Contact person: Shounak Chakravarty
Telephone number: 022 33423000
Fax number: NA
E-mail id: crisilratingdesk@crisil.com
Website: www.crisilratings.com
CIN: U67100MH2019PLC326247
SEBI Registration Number: IN/CRA/001/1999
Banker to the Issue/ Sponsor Bank/ Refund Bank
60Name: Axis Bank Limited
Address: Old No.2, New no. 3, Club House Road I Anna Salai, Chennai- 600002
Contact person: Vikas Mamtora
Telephone number: +91- 8980800871
Fax number: NA
E-mail id: CBBChennai.Operationshead@axisbank.com
Website: www.axisbank.com
CIN: L65110GJ1993PLC020769
SEBI Registration Number: INBI00000017
Designated Intermediaries
Self-Certified Syndicate Banks
The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided at the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to time. For details on
Designated Branches of SCSBs collecting the Application Forms, refer to the website of the SEBI
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes.
In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Individual Investors Applying using the UPI Mechanism may apply
through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from time to
time.
SCSBs enabled for UPI Mechanism
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where the Bid Amount will be
blocked by authorising an SCSB, a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and updated from time to time and at
such other websites as may be prescribed by SEBI from time to time, (ii) in relation to UPI Bidders using the UPI Mechanism, a list
of which is available on the website of SEBI at
https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such other website as updated from time to
time.
Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is provided on the
website of the Stock Exchange, at https://www.bseindia.com as updated from time to time.
Registrar and Share Transfer Agent
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address, telephone
number and e-mail address, is provided on the website of BSE Limited at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx as updated from time to time.
In accordance with SEBI RTA Master Circular, SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and
SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, read with other applicable UPI Circulars, UPI Bidders
Bidding through UPI Mechanism may apply through the SCSBs and mobile applications, using UPI handles, whose name appears
on the SEBI website. A list of SCSBs and mobile applications, which, are live for applying in public offers using UPI mechanism
is provided in the list available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time.
Collecting Depository Participants
The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP Locations,
including details such as name and contact details, are provided at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18 for CDSL CDPs, as updated from time
to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the Bid cum Application Forms
from the Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
IPO Grading
Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 there is no requirement of appointing
an IPO Grading agency
Credit Rating
61As this is an Issue of Equity Shares, credit rating is not required.
Green Shoe Option
No Green Shoe Option is applicable for this Issue.
Brokers to the Issue
All members of the recognized stock exchanges would be eligible to act as Brokers to the Issue.
Debenture Trustees
As this is an Issue is of Equity Shares, the appointment of Debenture trustees is not required.
Monitoring Agency
As per SEBI (ICDR) Regulations, 2018, appointment of monitoring agency is required only if Issue size exceeds ₹ 5,000 Lakh. As
the size of the Issue exceeds ₹ 5,000 Lakh, our Company has appointed Crisil Ratings Limited as the Monitoring Agency to monitor
the utilisation of the Net Proceeds, in accordance with Regulation 262 of the SEBI ICDR Regulations. For details in relation to the
proposed utilisation of the Net Proceeds, see “Objects of the Issue” on page 85.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Expert Opinion
Except as stated below, our Company has not obtained any expert opinions:
Peer Review Chartered Accountant:
Our Company has received written consent dated August 21, 2025 from the Statutory Auditors to include their name as required
under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations in this Prospectus as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 to the extent and in its capacity as an independent Statutory Auditor and in respect
of its (i) examination report dated August 21, 2025 on our restated consolidated financial information and restated standalone
financial information; and (ii) its report dated August 21, 2025 on the statement of special tax benefits in this Prospectus and such
consent has not been withdrawn as on the date of this Prospectus.
Inter-se Allocation of Responsibilities
GYR Capital Advisors Private Limited being the sole Book Running Lead Manager will be responsible for all the responsibilities
related to co-ordination and other activities in relation to the Issue. Hence, a statement of inter se allocation of responsibilities is not
required.
Filing
The Draft Red Herring Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Offer Document in terms
of Regulation 246 (2) of SEBI ICDR Regulations. However, pursuant to sub regulation (5) of Regulation 246 of the SEBI ICDR
Regulations, a copy of Red Herring Prospectus was furnished to the Board. Pursuant to SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in. Further, a copy of the Red Herring Prospectus, was filed with the SME Platform
of BSE Limited, where the Equity Shares are proposed to be listed.
A copy of the Red Herring Prospectus, along with the material contracts and documents was filed with the RoC under Section 26
and Section 32 of the Companies Act, 2013 and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
Changes in Auditors during the last three years
Except as stated below, there has been no change in the Auditors of our Company during the last three years:
Name of Auditor Date of Change Reason for change
G. Sekar & Associates September 30, 2024 Term Expired
Chartered Accountants
Address No.27, Akbarabad Second Street,
Kodambakkam, Chennai-600 024
Email: sekarg.gurukripa@gmail.com
Firm Registration No.: 005251-S
Peer Review Certificate No.: 014989
Varadharajan & Co September 30, 2024 Appointment pursuant to expiration of
Chartered Accountants term of previous auditor
Address: 149, Kamaraj Avenue, 1st Street,
Adyar, Chennai – 600 020
Email: varadarajan.coadyar@gmail.com
62Name of Auditor Date of Change Reason for change
Firm Registration No.: 004515S.
Peer Review Certificate No.: 015965
BOOK BUILDING PROCESS
Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Prospectus within the Price
Band. The Issue Price was determined by our Company in consultation with the Book Running Lead Manager in accordance with
the Book Building Process after the Bid/Issue Closing Date.
The process of Book Building under the SEBI (ICDR) Regulations and the Bidding Process are subject to change
from time to time and the investors are advised to make their own judgment about investment through this process
prior to submitting a Bid in the Issue.
Bidders should note that, the Issue is also subject to obtaining (i) the final approval of the RoC after the Prospectus
is filed with the RoC; and (ii) final listing and trading approvals of the Stock Exchange, which our Company shall
apply for after Allotment.
Principal parties involved in the Book Building Process are-
➢ Our Company;
➢ The Book Running Lead Manager, in this case being GYR Capital Advisors Private Limited;
➢ The Syndicate Member shall be BRLM who is an intermediary registered with SEBI and eligible to act as Underwriters.;
➢ The Registrar to the Issue;
➢ The Escrow Collection Bank/ Banker to the Issue/Sponsor Bank being Axis Bank Limited and
➢ The Designated Intermediaries
The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process, wherein
allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.
The Issue was being made through the Book Building Process wherein 50% of the Net Issue was made available for allocation on
a proportionate basis to QIBs, provided that our Company may in consultation with the BRLM allocated upto 60% of the QIB
Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor Investor
Portion”), out of which one third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Issue Price. 5% of the QIB Portion was available for allocation on a proportionate
basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all
QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the Issue Price.
Further, The SEBI ICDR Regulation, 2018 read alongwith SEBI ICDR (Amendment) Regulations, 2025, permits the Issue of
securities to the public through the Book Building Process, not less than 35% of the Net Issue were made available for allocation to
Individual Investors who applies for minimum application size. Not less than 15% of the Net Issue were made available for allocation
to Non-Institutional Investors of which one-third of the Non-Institutional Portion was available for allocation to Bidders with an
application size of more than two lots and up to such lots as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-
Institutional Portion was available for allocation to Bidders with an application size of more than ₹ 10.00 Lakhs and under-
subscription in either of these two sub-categories of Non- Institutional Portion may be allocated to Bidders in the other sub-category
of Non-Institutional Portion. Subject to the availability of Equity Shares in the Non – Institutional investors category, the allotment
to each Non-Institutional Investors shall not be less than the minimum application size in Non-Institutional Category and the
remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions specified in
this regard in Schedule XIII of the SEBI (ICDR) (Amendment) Regulations, 2025 not less than 15% of the Net Issue shall be
available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35 % of the Net Issue shall be available
for allocation to Individual Bidders, in accordance with the SEBI Regulations, subject to valid Bids being received at or above the
Issue Price.
All potential Bidders participated in the Issue through an ASBA process by providing details of their respective bank account which
will be blocked by the SCSBs. All Bidders were mandatorily required to utilize the ASBA process to participate in the Issue. Under-
subscription if any, in any category, except in the QIB Category, would be allowed to be met with spill over from any other category
or a combination of categories at the discretion of our Company in consultation with the BRLM and the Designated Stock Exchange.
All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for participating in the Offer. In
accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not allowed to withdraw or lower the size
of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Individual Bidders (subject to the Bid
Amount being up to ₹5 Lakh) can revise their Bids during the Bid/ Offer Period and withdraw their Bids on or before the Bid/ Offer
Closing Date. Except for Allocation to Individual Bidders, Non-Institutional Investors, and the Anchor Investors, allocation in the
63Offer will be on a proportionate basis. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid/ Offer
Period. Allocation to the Anchor Investors was on a discretionary basis.
Subject to valid Bids having been received at or above the Issue Price, under-subscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the discretion
of our Company and Selling Shareholders, in consultation with the BRLM, and the Designated Stock Exchange and subject to
applicable laws. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with spillover from any other
category or a combination of categories.
In terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application Supported by
Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by the Self Certified
Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated
November 01, 2018, Individual Investors applying in public Issue may use either Application Supported by Blocked Amount
(ASBA) facility for making application or also can use UPI as a payment mechanism with Application Supported by Blocked
Amount for making application. For details in this regards, specific attention is invited to the chapter titled “Issue Procedure”
beginning on page 239 of the Prospectus.
The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors are advised
to make their own judgment about investment through this process prior to making a Bid or application in the Issue.
For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on page 239 of this
Prospectus.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for illustrative
purposes and is not specific to the Issue. Bidders can bid at any price within the Price Band. For instance, assume a Price Band of
₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares and receipt of five Bids from Bidders, details of which are shown in the
table below. The illustrative book given below shows the demand for the Equity Shares of the Issuer at various prices and is collated
from Bids received from various investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the desired
number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Company in consultation
with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All Bids at or above this Issue
Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Steps to be taken by the Bidders for Bidding:
➢ Check eligibility for making a Bid (see section titled “Issue Procedure” on page 239 of this Prospectus);
➢ Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum Application Form;
➢ Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these parameters, the
Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories.
➢ Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed by the courts,
who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all values ensure that you have
mentioned your PAN allotted under the Income Tax Act in the Bid cum Application Form. The exemption for Central or State
Governments and officials appointed by the courts and for investors residing in Sikkim is subject to the Depositary Participant’s
verification of the veracity of such claims of the investors by collecting sufficient documentary evidence in support of their claims.
➢ Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus and in the Bid cum
Application Form;
Bid/Issue Program:
Event Indicative Dates
Anchor portion issue opend/closed on Wednesday, September 10, 2025
Bid/Issue Opening Date Thursday, September 11, 2025
Bid/Issue Closing Date Monday, September 15, 2025
Finalization of Basis of Allotment with the Designated Stock Exchange Tuesday, September 16, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI ID On or before Wednesday, September 17,
linked bank account 2025
64Credit of Equity Shares to Demat accounts of Allottees On or before Wednesday, September 17,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or before Thursday, September 18,
2025
The above timetable is indicative and does not constitute any obligation on our Company or the Book Running Lead Manager.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the commencement
of trading of the Equity Shares on the Stock Exchange are taken within 6 Working Days of the Bid/Issue Closing Date, the timetable
may change due to various factors, such as extension of the Bid/ Issue Period by our Company, revision of the Price Band or any
delays in receiving the final listing and trading approval from the Stock Exchange. The Commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchange and in accordance with the applicable laws.
Bid Cum Application Forms and any revisions to the same were accepted only between 10.00 a.m. to 4.00 p.m. (IST) during the
Issue Period (except for the Bid/Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application Forms were accepted
only between 10.00 a.m. to 3.00 p.m. (IST) for Individual and non-Individual Bidders.
Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/ Issue Closing Date, Bidders were
advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later than 3.00 p.m. (IST)
on the Bid/ Issue Closing Date. Any time mentioned in this Prospectus is IST. Bidders are cautioned that, in the event a large number
of Bid Cum Application Forms are received on the Bid/Issue Closing Date, as is typically experienced in public Issue, some Bid
Cum Application Forms may not get uploaded due to the lack of sufficient time. Such Bid Cum Application Forms that cannot be
uploaded were not considered for allocation under this Issue. Applications were accepted only on Working Days, i.e., Monday to
Friday (excluding any public holidays). Neither our Company nor the BRLM is liable for any failure in uploading the Bid Cum
Application Forms due to faults in any software/hardware system or otherwise.
In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants were not allowed to withdraw or lower the size
of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Individual Applicants
could revise or withdraw their Bid Cum Application Forms prior to the Bid/ Issue Closing Date. Allocation to Individual Applicants,
in this Issue were on a proportionate basis.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid Cum Application
Form, for a particular Applicant, the details as per the file received from Stock Exchange may be taken as the final data for the
purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical
or electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant SCSBs
/ RTAs / DPs / stock brokers, as the case may be, for the rectified data.
WITHDRAWAL OF THE ISSUE
If our Company withdraws the Issue any time after the Issue Opening Date but before the allotment of Equity Shares, a public notice
within 2 (two) working days of the Issue Closing Date, providing reasons for not proceeding with the Issue shall be issued by our
Company. The notice of withdrawal will be issued in the same newspapers where the pre-Issue advertisements have appeared and
the Stock Exchange will also be informed promptly. The BRLM, through the Registrar to the Issue, will instruct the SCSBs to
unblock the ASBA Accounts within 1 (one) working Day from the day of receipt of such instruction.
If our Company withdraw the Issue after the Bid/Issue Closing Date and subsequently decides to proceed with an Issue of the Equity
Shares, our Company will have to file a fresh Draft Red Herring Prospectus with the stock exchange where the Equity Shares may
be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the Stock Exchange with
respect to the Equity Shares Issued through the Prospectus, which our Company will apply for only after Allotment;
UNDERWRITING AGREEMENT
The Company and the Book Running Lead Manager to the Issue confirmed that the Issue would be 100% Underwritten.
Pursuant to the terms of the Underwriting Agreement dated August 04, 2025 entered into by Company, Underwriters, the obligations
of the Underwriters are subject to certain conditions specified therein. The Details of the Underwriting commitments are as under:
Name, address, telephone number Indicative Number of Amount Underwritten % of the total Issue size
and Equity Shares to be
e-mail address of the Underwriters Underwritten
GYR Capital Advisors Private 65,07,000 ₹ 9109.80 Lakhs 100%
Limited
428, Gala Empire, Near JB Tower,
Drive in Road,
Thaltej, Ahmedabad-380 054, Gujarat,
India.
Telephone: +91 +91 877 756 4648
Facsimile: N.A.
65Email ID:
info@gyrcapitaladvisors.com
Website:www.gyrcapitaladvisors.com
Investor Grievance ID:
investors@gyrcapitaladvisors.com
Contact Person: Mr. Mohit Baid
SEBI Registration Number:
INM000012810
CIN: U67200GJ2017PTC096908
*Includes 3,26,000 Equity shares of ₹10.00 each for cash of ₹ 456.40 lakhs** the Market Maker Reservation Portion which are to
be subscribed by the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the
SEBI (ICDR) Regulations, as amended.
**Subject to finalisation of Basis of allotment
In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resources of the above- mentioned
Underwriter was sufficient to enable it to discharge its underwriting obligation in full. The above-mentioned Underwriter is
registered with SEBI under Section 12(1) of the SEBI Act and registered as brokers with the Stock Exchanges.
DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE
Our Company had entered into a Market Making Agreement dated August 04, 2025 with the following Market Maker for fulfilling
the Market Making obligations under this Issue:
Name, address, telephone Indicative Number of Amount % of the total Issue size
number and shares
e-mail address of the Market
Maker
Giriraj Stock Broking Private Upto 3,26,000 ₹ 456.40 Lakhs 5.01%
Limited
Address: 4, Fairlie Place, HMP
House, 4th Floor, Suite No- 421A,
Kolkata- 700001, India
Tel No.: 033- 40054519 /
9547473969
Email: girirajstock@yahoo.com
Website: www.girirajstock.com
Contact Person: Mr. Kuntal Laha
SEBI Registration No:
INZ000212638
Market Maker Registration
No.: 90318
In accordance with Regulation 261 of the SEBI ICDR Regulations, we have entered into an agreement with the Lead Manager and
the Market Maker (duly registered with BSE Limited to fulfil the obligations of Market Making) dated August 04, 2025 to ensure
compulsory Market Making for a minimum period of three years from the date of listing of equity shares offered in this Issuer.
Giriraj Stock Broking Private Limited, registered with SME Platform of BSE Limited acted as the Market Maker and had agreed to
receive or deliver of the specified securities in the market making process for a period of three years from the date of listing of our
Equity Shares or for a period as may be notified by any amendment to SEBI ICDR Regulations.
The Market Maker shall fulfil the applicable obligations and conditions as specified in the SEBI ICDR Regulations, as amended
from time to time and the circulars issued by BSE Limited and SEBI in this matter from time to time.
Following is a summary of the key details pertaining to the Market Making Arrangement:
1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be monitored by the
Stock Exchange. Further, the Market Maker shall inform the Stock Exchange in advance for each and every black out period when
the quotes are not being offered by the Market Maker.
2. The minimum depth of the quote shall be ₹ 1,00,000. However, the Investors with holdings of value less than ₹ 1,00,000 shall be
allowed to offer their holding to the Market Maker in that scrip provided that he sells his entire holding in that scrip in one lot along
with a declaration to the effect to the selling broker.
3. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker, for the quotes given by him.
4. After a period of three (3) months from the market making period, the market maker would be exempted to provide quote if the
Shares of market maker in our Company reaches to 25% of Issue Size (Including the 3,26,000 Equity Shares ought to be allotted
under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above 3,26,000 Equity Shares would not
be taken in to consideration of computing the threshold of 25% of Issue Size. As soon as the Shares of market maker in our Company
66reduce to 24% of Issue Size, the market maker will resume providing 2-way quotes.
5. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through market
making process, BSE Limited may intimate the same to SEBI after due verification.
6. There would not be more than five Market Maker for the Company’s Equity Shares at any point of time and the Market Maker may
compete with other Market Maker for better quotes to the investors.
7. On the first day of the listing, there will be pre-opening session (call auction) and there after the trading will happen as per the equity
market hours. The circuits will apply from the first day of the listing on the discovered price during the pre-open call auction. In
case equilibrium price is not discovered the price band in the normal trading session shall be based on Issue price.
8. The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so.
9. There will be special circumstances under which the Market Maker may be allowed to withdraw temporarily / fully from the market
– for instance due to system problems, any other problems. All controllable reasons require prior approval from the Exchange, while
force-majeure will be applicable for non-controllable reasons. The decision of the Exchange for deciding controllable and non-
controllable reasons would be final.
10. The Market Maker shall have the right to terminate said arrangement by giving one month notice or on mutually acceptable terms
to the Lead Managers, who shall then be responsible to appoint a replacement Market Maker.
In case of termination of the above mentioned Market Making agreement prior to the completion of the compulsory Market Making
period, it shall be the responsibility of the Lead Manager to arrange for another Market Maker(s) in replacement during the term of
the notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties in
order to ensure compliance with the requirements of Regulation 261 of the SEBI (ICDR) Regulations. Further the Company and the
Lead Manager reserve the right to appoint other Market Maker(s) either as a replacement of the current Market Maker or as an
additional Market Maker subject to the total number of Designated Market Makers does not exceed 5 (five) or as specified by the
relevant laws and regulations applicable at that particular point of time.
11. Risk containment measures and monitoring for Market Maker: SME Platform of BSE Limited will have all margins which are
applicable on the BSE Limited Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special
Margins and Base Minimum Capital etc. BSE Limited can impose any other margins as deemed necessary from time-to-time.
12. Punitive Action in case of default by Market Maker: SME Platform of BSE Limited will monitor the obligations on a real time
basis and punitive action will be initiated for any exceptions and / or non-compliances. Penalties / fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the specified
guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a penalty on the Market
Maker in case he is not present in the market (offering two way quotes) for at least 75% of the time. The nature of the penalty will
be monetary as well as suspension in market making activities / trading membership.
13. The Department of Surveillance and Supervision of the Exchange would decide and publish the penalties / fines / suspension for
any type of misconduct / manipulation / other irregularities by the Market Maker from time to time.
14. Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down that
for Issue size up to ₹ 250 crores, the applicable price bands for the first day shall be:
a. In case equilibrium price is discovered in the Call Auction, the price band in the normal trading session shall be 5% of the equilibrium
price.
b.In case equilibrium price is not discovered in the Call Auction, the price band in the normal trading session shall be 5% of the
Issue price.
15. Additionally, the securities of the Company will be placed in SPOS and would remain in Trade for Trade settlement for first 10
days from commencement of trading. The following spread will be applicable on the SME platform.
S. No. Market Price Slab (in Rs.) Proposed Spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5
All the above-mentioned conditions and systems regarding the Market Making Arrangement are subject to change based on changes
or additional regulations and guidelines from SEBI and Stock Exchange from time to time.
16. Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for market makers
during market making process has been made applicable, based on the Issue size and as follows:
67Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote (including
(including mandatory initial mandatory initial inventory of 5% of the
inventory of 5% of the Issue size) Issue size)
Upto ₹20 Crore 25% 24%
₹20 Crore to ₹50 Crore 20% 19%
₹50 Crore to ₹80 Crore 15% 14%
Above ₹80 Crore 12% 11%
The Market Making arrangement, trading and other related aspects including all those specified above shall be subject to the
applicable provisions of law and / or norms issued by SEBI / BSE Limited from time to time.
68CAPITAL STRUCTURE
Set forth below are the details of the Equity Share capital of our Company as on the date of this Prospectus:
(in ₹, except share data)
Aggregate nominal Aggregate value at
Sr. No. Particulars value Issue Price*
(in ₹) (in ₹)
A. A. Authorized Share Capital
2,50,00,000 Equity Shares of face value of ₹ 10/- each 25,00,00,000 -
B. B. Issued, Subscribed and Paid-up share Capital before the Issue(1)
1,74,62,954 Equity Shares of face value of ₹ 10/- each 17,46,29,540 -
C. C. Present Issue in terms of this Prospectus
Fresh Issue of 65,07,000 Equity Shares of face value of ₹ 10/- each 6,50,70,000 91,09,80,000
aggregating up to ₹ 9,109.80 Lakhs (2)
Which Comprises of:
D. D. Reservation for Market Maker portion
3,26,000 Equity Shares of face value of ₹ 10/- each 32,60,000 4,56,40,000
E. F. Issued, Subscribed and Paid-up share Capital after the Issue
2,39,69,954 Equity Shares of face value of ₹ 10/- each* 23,96,99,540
F. G. Securities Premium Account
Before the Issue (as on date of this Prospectus) 14,43,15,860
After the Issue 99,02,25,860
*To be updated upon the finalization of the Issue Price.
(1) All the issued Equity Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of
this Prospectus.
(2) The present Issue has been authorized pursuant to a resolution of our Board dated December 12, 2024 and a special
resolution of our Shareholders at an Extra-Ordinary General Meeting dated December 13, 2024 under Section 62(1)(c) of
the Companies Act, 2013
NOTES TO THE CAPITAL STRUCTURE
1) Details of changes in Authorized Share Capital of our Company
The following changes have been made in the Authorized Share Capital of our Company since inception:
Date of Particulars of Change Type of
Shareholder’s Meeting
meeting/ From To
Incorporation
December 14, The initial authorized share capital of ₹ 25,00,000 consisting of 2,50,000 Equity Shares of NA
1998 ₹ 10 each upon Incorporation
March 21, ₹ 25,00,000 consisting of 2,50,000 Equity ₹ 60,00,000 consisting of 6,00,000 Equity EGM
2007 Shares of ₹ 10 each Shares of ₹ 10 each
July 09, 2010 ₹ 60,00,000 consisting of 6,00,000 Equity ₹ 5,00,00,000 consisting of 50,00,000 EGM
Shares of ₹ 10 each Equity Shares of ₹ 10 each
June 24, 2024 ₹ 5,00,00,000 consisting of 50,00,000 Equity ₹ 25,00,00,000 consisting of 2,50,00,000 EGM
Shares of ₹ 10 each Equity Shares of ₹ 10 each
2) History of Paid-up Equity Share Capital of our Company:
The following table sets forth details of the history of paid-up Equity Share capital of our Company:
69Date of No. of Face Issue Nature of Nature of Cumulative Cumulative
Allotment Equity value Price consideration Allotment number of paid -up
Shares (₹) Equity Capital
(₹) Shares (₹)
Upon 200 10 10 Cash Subscription 200 2,000
Incorporation to MOA (1)
March 31, 9,800 10 10 Cash Further Allotment 10,000 1,00,000
2004 (2)
March 31, 40,000 10 12.5 Cash Further Allotment 50,000 5,00,000
2005 (3)
March 21, 2,10,000 21,00,000
1,60,000 10 Nil Other than Cash Bonus Issue (5)
2007
2,50,000 25,00,000
March 21, Further Allotment
40,000 10 10 Cash
2007 (4)
Conversion of 20,00,000 2,00,00,000
March 21, Loan from
17,50,000 10 10 Other than Cash
2011 Directors to
Equity (6)
40,00,000 4,00,00,000
March 21,
20,00,000 10 Nil Other than Cash Bonus Issue (7)
2011
49,95,000 4,99,50,000
July 18, 2014 9,95,000 10 Nil Other than Cash Bonus Issue (8)
54,94,318 5,49,43,180
August 1, Preferential Issue
4,99,318 10 300 Cash
2024 (9)
55,38,318 5,53,83,180
August 09, Preferential Issue
44,000 10 300 Cash
2024 (10)
1,66,14,954 16,61,49,540
August 31,
1,10,76,636 10 Nil Other than Cash Bonus Issue (11)
2024
1,74,62,954 17,46,29,540
December 04, Preferential Issue
8,48,000 10 125 Cash
2024 (12)
(1) Initial Subscribers to Memorandum of Association held Equity Shares each of face value of ₹ 10/- fully paid up as per the
details given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 100
2 V. Revathi 100
Total 200
(2) The details of allotment of 9,800 Fully Paid-up Equity Shares made on March 31, 2004 by way of further allotment is as
follows:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 4,900
2 V. Revathi 4,900
Total 9,800
(3) The details of allotment of 40,000 Fully Paid-up Equity Shares made on March 31, 2005 by way of further allotment is as
follows:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 20,000
2 V. Revathi 20,000
Total 40,000
70(4) The Company thereafter made Bonus issue of 1,60,000 equity shares to shareholders in ratio of 16:5 as on March 21, 2007
the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 60,000
2 Manikandan Dakshna moorthy 1,00,000
Total 1,60,000
(5) The Company thereafter made Further allotment against share application money pending allotment of 40,000 equity
shares to shareholder as on March 21, 2007, the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 40,000
Total 40,000
(6) The Company thereafter made further allotment w.r.t conversion of unsecured loan into equity of 17,50,000 equity shares
as on March 21, 2011, the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 8,75,000
2 Manikandan Dakshna moorthy 8,75,000
Total 17,50,000
(7) The Company thereafter made Bonus issue of 20,00,000 equity shares to shareholders in ratio of 8:1 as on March 21, 2011
the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 10,00,000
2 Manikandan Dakshna moorthy 10,00,000
Total 20,00,000
(8) The Company thereafter made Bonus issue of 9,95,000 equity shares to shareholders in ratio of 4.02:1 as on July 18, 2014
the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Venkatesan Dakshinamoorthy 4,97,500
2 Manikandan Dakshna moorthy 4,97,500
Total 9,95,000
(9) The Company thereafter made preferential allotment of 4,99,318 equity shares as on August 01, 2024, the details of which
is given below:
SN Name of Allottee No. of Shares Allotted
1 Aditya Rashmikant Dharia 33,330
2 Amartara Plastics Private Limited 25,000
3 Husain Asgar 8,000
4 Pranav Rakesh Kapoor 8,000
5 Vandan Vijay Agarwal 8,000
6 Rajesh Swaminathan 3,600
7 Amit Mehra 20,000
8 Moiz Mohammed Bohra 3,000
9 Harsha Talreja 8,000
10 Sunil Abar 12,000
11 Ninedot Fortune Builders LLP 6,000
12 Ninedot Ventures LLP 10,400
13 Singhvi Heritage LLP 6,400
14 Aakash Jain 4,000
15 Aman Jain 2,000
16 Tejal Pratyush Bhartiya 20,000
17 Kranti Prabhakar Shanbhag 33,000
18 Sanjay Harshadrai Mehta 9,000
19 Nandan Pravinbhai Ganatra 8,300
20 Indubai Soma Hirve 8,300
21 Kambhapu Vineeth 6,700
71SN Name of Allottee No. of Shares Allotted
22 Chitresh Kumar Lunawat 2,750
23 Ramaiy Kapoor 8,350
24 Anupam Iyer 7,000
25 Dhawal Arvind Thakker 50,000
26 Asha Mahavirchand Mehta 66,400
27 Yogesh Namdeo Mandhare 3,333
28 Sagar Narendrabhai Gokani 8,000
29 Gaurav Sanwaldas Loungani 3,400
30 Chika Nirav Gala 8,333
31 Vipula Shailesh Bhansali 6,000
32 Anshul Sunil Mittal 1,000
33 Shah Manish Dilip Bhai 667
34 Parikh Vivek Harish Bhai 3,300
35 Dhararmchand J Surana 5,000
36 Dharamchand J Surana (Karta of D C Surana HUF) 5,000
37 Utkarsh Gupta 3,000
38 Rajive Tejraj Bafna 500
39 Priya Goel 2,340
40 Prince D Surana 5,000
41 Deepa Prince Surana 1,000
42 Kranti Dharmchand Surana 1,000
43 Sandeep Chandrakant Patel 3,000
44 Shrinivasan Jaganathan 8,000
45 Prashant Jethabhai Thakkar 3,334
46 Niagra Growth Private Limited 8,500
47 Rudhika Kawar Kamavat 2,750
48 Hemanth Thanmal 6,000
49 Rahul Hemchand Visaria 2,000
50 Jitendra Mohanlal Katarmal 3,333
51 Nirmala Jitendra Katarmal 3,333
52 Jhanvi Jitendra Katarmal 3,333
53 Nidhi Sagar Bhanushali 3,333
54 Mahesh Purushottam Bhanushali 3,333
55 Jyotsna Mahesh Bhanushali 3,333
56 Sagar Purushottam Bhanushali 3,333
57 Sachin Shrof 1,000
58 Saurabh Goswami 2,000
59 Swagata Narayan Shetkar 5,000
Total 4,99,318
(10) The Company thereafter made preferential allotment of 44,000 equity shares as on August 09, 2024, the details of which
is given below:
SN Name of Allottee No. of Shares Allotted
1 Krisha Vishal Talreja 9,000
2 Pradyumna Singhania 35,000
Total 44,000
(11) The Company thereafter made Bonus issue of 1,10,76,636 equity shares to shareholders in ratio of 2:1 as on August 31,
2024, the details of which is given below:
SN Name of Allottee No. of Shares Allotted
1 Mr. Venkatesan Dakshinamoorthy 43,30,664
2 Mr. Manikandan Dakshna moorthy 43,30,666
3 Mrs. Aparna Sameer Thakkar 13,28,670
4 Asha Mahavirchand Mehta 1,32,800
5 Dhawal Arvind Thakker 1,00,000
6 Pradyumna Singhania 70,000
7 Aditya Rashmikant Dharia 66,660
8 Kranti Prabhakar Shanbhag 66,000
9 Amartara Plastics Private Limited 50,000
10 Amit Mehra 40,000
7211 Tejal Pratyush Bhartiya 40,000
12 Sunil Abar 24,000
13 Ninedot Ventures LLP 20,800
14 Sanjay Harshadrai Mehta 18,000
15 Krisha Vishal Talreja 18,000
16 Niagra Growth Private Limited 17,000
17 Ramaiy Sureshchander Kapoor 16,700
18 Chika Nirav Gala 16,666
19 Nandan Pravinbhai Ganatra 16,600
20 Indubai Soma Hirve 16,600
21 Husain Asgar 16,000
22 Pranav Rakesh Kapoor 16,000
23 Vandan Vijay Agarwal 16,000
24 Harsha Talreja 16,000
25 Sagar Narendrabhai Gokani 16,000
26 Shrinivasan Jaganathan 16,000
27 Anupam Iyer 14,000
28 Kambhapu Vineeth 13,400
29 Singhvi Heritage LLP 12,800
30 Ninedot Fortune Builders LLP 12,000
31 Vipula Shailesh Bhansali 12,000
32 Hemanth Thanmal 12,000
33 Dhararmchand J Surana 10,000
34 Dharamchand J Surana (Karta of D C Surana HUF) 10,000
35 Prince D Surana 10,000
36 Swagata Narayan Shetkar 10,000
37 Aakash Jain 8,000
38 Rajesh Swaminathan 7,200
39 Gaurav Sanwaldas Loungani 6,800
40 Prashant Jethabhai Thakkar 6,668
41 Yogesh Namdeo Mandhare 6,666
42 Jitendra Mohanlal Katarmal 6,666
43 Nirmala Jitendra Katarmal 6,666
44 Jhanvi Jitendra Katarmal 6,666
45 Nidhi Sagar Bhanushali 6,666
46 Mahesh Purushottam Bhanushali 6,666
47 Jyotsna Mahesh Bhanushali 6,666
48 Sagar Purushottam Bhanushali 6,666
49 Parikh Vivek Harish Bhai 6,600
50 Moiz Mohammed Bohra 6,000
51 Utkarsh Gupta 6,000
52 Sandeep Chandrakant Patel 6,000
53 Chitresh Kumar Lunawat 5,500
54 Rudhika Kawar Kamavat 5,500
55 Priya Goel 4,680
56 Aman Jain 4,000
57 Rahul Hemchand Visaria 4,000
58 Saurabh Goswami 4,000
59 Anshul Sunil Mittal 2,000
60 Deepa Prince Surana 2,000
61 Kranti Dharmchand Surana 2,000
62 Sachin Shrof 2,000
63 Shah Manish Dilip Bhai 1,334
64 Rajive Tejraj Bafna 1,000
Total 1,10,76,636
(12) The Company thereafter made preferential allotment of 8,48,000 equity shares as on December 04, 2024, the details of
which is given below:
SN Name of Allottee No. of Shares Allotted
1 Purvesh Mukeshkumar Shah 3,50,000
732 Rajkumar Kapoor 12,000
3 Anup Navalchand Gangar 20,000
4 Sheetal Hemanth 50,000
5 Singhvi Heritage Llp 29,500
6 Chitresh Kumar Lunawat 28,500
7 Vipula Shailesh Bhansali 6,000
8 Sheila Bhaskar Mudbidri 80,000
9 Rohan Gupta 1,50,000
10 Daksha Mukeshkumar Shah 50,000
11 Mona Jayesh Sheth 18,000
12 Ninedot Fortune Builders Llp 34,000
13 Suresh Punamchand Varaiya 20,000
Total 8,48,000
3) Preference Share capital history of our Company: NA
4) Issue of equity shares for consideration other than cash or through Bonus Issue:
• Except as set out below we have not issued Equity Shares for consideration other than cash:
Date of Number of Equity Face Issue Nature of allotment
allotment Shares allotted value Price
(₹)
March 21, 2007 1,60,000 10 Nil Bonus Issue of Equity Shares out of Free reserves and
Securities Premium Account in the ratio of 16:5(1)
March 21, 2011 17,50,000 10 Nil Allotment made pursuant to conversion of unsecured loan
into equity (2)
March 21, 2011 20,00,000 10 Nil Bonus Issue in the ratio of 8:1 (08 Equity Shares for every
01 Equity Shares held as on March 21, 2011) out of Free
reserves (3)
July 18, 2014 9,95,000 10 Nil Bonus Issue in the ratio of 4.02:1 (4.02 Equity Shares for
every 01 Equity Shares held as on July 18, 2014) out of
Free reserves (4)
August 08, 2024 1,10,76,636 10 Nil Bonus Issue in the ratio of 2:1 (02 Equity Shares for every
01 Equity Shares held as on August 08, 2024) out of Free
reserves (5)
(1) For list of allottees see note (04) of paragraph titled “History of Equity Share capital of our Company” mentioned above.
(2) For list of allottees see note (06) of paragraph titled “History of Equity Share capital of our Company” mentioned above.
(3) For list of allottees see note (07) of paragraph titled “History of Equity Share capital of our Company” mentioned above
(4) For list of allottees see note (08) of paragraph titled “History of Equity Share capital of our Company” mentioned above
(5) For list of allottees see note (11) of paragraph titled “History of Equity Share capital of our Company” mentioned above
5) As of date of this Prospectus, our Company has not allotted Equity Shares pursuant to any scheme approved under sections 391-
394 of the Companies Act, 1956 and/or sections 230-232 of the Companies Act, 2013.
6) As on date of this Prospectus, our Company has not issued any Equity Shares under any employee stock option scheme or
employee stock purchase scheme.
7) Except as disclosed below, we have not issued any Equity Shares at price that may be below Issue price within last one year
from the date of this Prospectus:
Date of Number of Equity Face Issue Nature of allotment
allotment Shares allotted value Price
(₹)
August 08, 2024 1,10,76,636 10 Nil Bonus Issue in the ratio of 2:1 (02 Equity Shares for every
01 Equity Shares held as on August 08, 2024) out of Free
reserves (1)
(1) For list of allottees see note (05) of paragraph titled “History of Equity Share capital of our Company” mentioned above.
748) Shareholding Pattern of our Company
The Shareholding Pattern of our Company before the issue as per Regulation 31 of the SEBI (LODR) Regulations, 2015 is given
here below:
Promoters and Non-
Sr. Promoters Public Promoters
Particular Yes/No
No. Group shareholder – Non-
Public
Whether the Company has issued any partly paid-up
1. No No No No
shares?
Whether the Company has issued any Convertible
2. No No No No
Securities?
3. Whether the Company has issued any Warrants? No No No No
Whether the Company has any shares against which No No No No
4.
depository receipts are issued?
5. Whether the Company has any shares in locked-in?* No No No No
Whether any shares held by Promoters are pledge or No No NA NA
6.
otherwise encumbered?
Whether company has equity shares with differential No No No No
7.
voting rights?
Whether the listed entity has any significant No No NA NA
8.
beneficial owner?
* All Pre-IPO Equity Shares of our Company will be locked-in prior to listing of shares on SME Platform of BSE.
75The table below represents the shareholding pattern of our Company as on the date of this Prospectus:
Cat Category of No. No. of fully No. No. of Total No. of Share Number of Voting Rights held No. of Shareh No. of locked-in Number No. of
egor Shareholder (II) of paid-up of shares shares held holdin in each class of securities (IX) Shares olding Equity Shares of Equity Equity
y Sha Equity Part under (VII) = g as a underly as a % (XII) Shares Shares held
(I) reh Shares held ly lying (IV)+(V)+ ( % of ing assumin pledged or in
olde (IV) paid deposi ++VI) total outstan g full otherwise demateriali
rs -up tory no. of ding convers encumber zed form
(III Equ receip Equity converti ion of ed (XIV)
) ity ts Shares ble converti (XIII)
Sha (VI) (calcul Class Total Total securiti ble No. As a N As a
res ated (Equity) as a es securiti (a) % of o. % of
held as per % of (includi es total (a) total
(V) SCRR (A+B ng No. (a) shar shar
) +C) warrant es es
(VIII) s) held held
As a (b) (b)
% of
(A+B+
C2)
Promoters and 2 1,29,91,995 1,29,91,995 74.40 1,29,91,99 1,29,91, 74.40 1,29,91,99 74.4
(A) - - - - - - 1,29,91,995
Promoter Group 5 995 5 0
93 44,70,959 44,70,959 25.60 44,70,959 44,70,95 25.60 44,70,959 25.6
(B) Public - - - - - - 44,70,959
9 0
Non Promoter- Non
(C) - - - - - - - - - - - - - - - -
Public
Shares
(C1) underlying deposito - - - - - - - - - - - - - - - -
ry receipt
Shares held by
(C2) - - - - - - - - - - - - - - - -
employee trusts
Tot 95 1,74,62,954 1,74,62,954 100 1,74,62,95 1,74,62, 100 1,74,62,95 100
- - - - - - 1,74,62,954
al 4 954 4
769) Other details of shareholding of our Company:
a) Particulars of the shareholders holding 1% or more of the paid-up share capital of our Company and the number of shares held
by them as on the date of filing of this Prospectus:
Sr. No. Particulars No. of Equity Shares % of Shares to Pre – Issue
Equity Share Capital
1 Manikandan Dakshna moorthy 64,95,999 37.20%
2 Venkatesan Dakshinamoorthy 64,95,996 37.20%
3 Aparna Samir Thakker 19,93,005 11.41%
4 Purvesh Mukeshkumar Shah 4,00,000 2.29%
5 Asha M Mehta 1,99,200 1.14%
Total 1,55,84,200 89.24%
b) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares
held by them ten (10) days prior to the date of filing of this Prospectus:
Sr. No. Particulars No. of Equity Shares % of Shares to Pre – Issue
Equity Share Capital
1 Manikandan Dakshna moorthy 64,95,999 37.20%
2 Venkatesan Dakshinamoorthy 64,95,996 37.20%
3 Aparna Samir Thakker 19,93,005 11.41%
4 Purvesh Mukeshkumar Shah 4,00,000 2.29%
5 Asha M Mehta 1,99,200 1.14%
Total 1,55,84,200 89.96%
c) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares
held by them one (01) year from the date of filing of this Prospectus:
Sr. No. Particulars No. of Equity Shares % of Shares to Pre – Issue
Equity Share Capital
1 Manikandan Dakshna moorthy 21,65,333 12.40%
2 Venkatesan Dakshinamoorthy 21,65,332 12.40%
3 Aparna Samir Thakker 6,64,335 3.80%
Total 49,95,000 28.60%
d) Particulars of the shareholders holding 1% or more of the paid-up equity share capital of our Company and the number of shares
held by them two (02) years prior to filing of this Prospectus:
Sr. No. Particulars No. of Equity Shares % of Shares to Pre – Issue
Equity Share Capital
1. Manikandan Dakshna moorthy 21,65,333 12.40%
2. Venkatesan Dakshinamoorthy 21,65,332 12.40%
3. Revathi Venkatesan 3,32,168 1.90%
4. Nandhini Manikandan 3,32,167 1.90%
Total 49,95,000 28.60%
e) None of the shareholders of our Company holding 1% or more of the paid-up capital of the Company as on the date of the filing
of the Prospectus are entitled to any Equity Shares upon exercise of warrant, option or right to convert a debenture, loan or other
instrument.
f) Our Company has not made any initial public offer of its Equity Shares or any convertible securities during the preceding 02
(two) years from the date of this Prospectus.
10) Our Company does not have intention or proposal to alter its capital structure within a period of six (06) months from the date
of opening of the Issue by way of split/consolidation of the denomination of Equity Shares or further issue of Equity Shares
whether preferential or bonus, rights or further public issue basis. However, our Company may further issue Equity Shares
(including issue of securities convertible into Equity Shares) whether preferential or otherwise after the date of the opening of
the Issue to finance an acquisition, merger or joint venture or for regulatory compliance or such other scheme of arrangement or
77any other purpose as the Board may deem fit, if an opportunity of such nature is determined by its Board of Directors to be in
the interest of our Company.
7811) Shareholding of our Promoters
As on the date of this Prospectus, our Promoters hold 74.40 % of the pre- Issued, subscribed and paid-up Equity Share capital of our Company.
Set forth below are the details of the build-up of shareholding of our Promoter:
% of Pre- % of Post-
Issue /
Date of Allotment F.V Issue Issue No. of % of
Nature of No. of Equity Transfer Cumulative no.
and made fully Consideration (in Equity Equity Shares shares
Transaction Shares Price of Equity Shares
paid up/Transfer Rs.) Paid Up Paid Up Pledged pledged
Capital Capital*
(in Rs.)
1. Manikandan Dakshna moorthy
November 01, Transfer from V. Cash 25,000 10 10 25,000 NA NA
0.14 0.10
2006 Revathi
March 21, 2007 Bonus Issue Other than cash 1,00,000 10 Nil 1,25,000 0.57 0.42 NA NA
March 21, 2011 Conversion of Other than cash 8,75,000 10 1 0 10,00,000 NA NA
5.01 3.65
loan into equity
March 21, 2011 Bonus Issue Other than 10,00,000 10 Nil 20,00,000 NA NA
5.73 4.17
Cash
July 18, 2014 Bonus Issue Other than 4,97,500 10 Nil 24,97,500 NA NA
2.85 2.08
Cash
April 20, 2023 Transfer to M. Other than (3,32,167) 10 Nil 21,65,333 NA NA
-1.90 -1.39
Nandini Cash-Gift
August 31, 2024 Bonus Issue Other than 43,30,666 10 Nil 64,95,999 NA NA
24.80 18.07
Cash
Total 64,95,999 37.20 27.10 NA NA
2. Venkatesan Dakshinamoorthy
On Incorporation Subscription to Cash 100 10 10 100 0.001 NA NA
0.00
MOA
March 31,2004 Further Allotment Cash 4,900 10 10 5,000 0.03 0.02 NA NA
March 31, 2005 Further Allotment Cash 20,000 10 12.50 25,000 0.11 NA NA
0.08
March 21, 2007 Allotment Cash 40,000 10 10 65,000 0.23 NA NA
pursuant to share 0.17
application money
March 21, 2007 Bonus Issue Other than cash 60,000 10 Nil 1,25,000 0.34 0.25 NA NA
79March 21, 2011 Conversion of Other than cash 8,75,000 10 10 10,00,000 5.01 NA NA
3.65
loan into equity
March 21, 2011 Bonus Issue Other than 10,00,000 10 Nil 5.73 NA NA
20,00,000 4.17
Cash
July 18, 2014 Bonus Issue Other than 4,97,500 10 Nil 2.85 NA NA
24,97,500 2.08
Cash
April 20, 2023 Transfer to Other than (3,32,168) 10 Nil -1.90 NA NA
21,65,332 -1.39
V.Revathi Cash-Gift
August 31, 2024 Bonus Issue Other than 43,30,664 10 Nil 24.80 NA NA
64,95,996 18.07
Cash
Total 64,95,996 - - - 37.20 27.10 NA 27.10
3. Nandhini Manikandan
April 20, 2023 Transfer from Other than 3,32,167 10 Nil 3,32,167 1.90 0.01 NA NA
Manikandan Cash-Gift
Dakshnamoorthy
September 11, 2023 Transfer to Cash (3,32,167) 10 94.38 Nil Nil -0.01 NA NA
Aparna Sameer
Thakkar
Total Nil - - - Nil Nil NA NA
4. Sathishkumar Venkatesan
Nil
Except as mentioned above, all the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity Shares. Further, our Promoters have not
pledged any of the Equity Shares that they hold in our Company.
*Subject to finalisation of basis of allotment
8012) As on the date of the Prospectus, the Company has 95 (Ninety-Five) shareholders.
13) Pre- Issue and Post- Issue Shareholding of our Promoters and Promoter Group
Sr. No. Name of the Shareholders Pre-Issue Post Issue
Number of % of Pre-Issue Number of % of Post-Issue
Equity Shares Equity Share Equity Equity Share
Capital Shares** Capital**
A. Promoters
1. Manikandan Dakshna moorthy 6 4 , 9 5 , 9 9 9 37.20% 64,95,999 27.10%
2. Venkatesan Dakshinamoorthy 64,95,996 37.20% 64,95,996 27.10%
3. Nandhini Manikandan Nil Nil Nil Nil
4. Sathishkumar Venkatesan Nil Nil Nil Nil
Total (A) 1,29,91,995 74.40% 1,29,91,995 54.20%
B. Promoter Group
NA* NA* NA* NA* NA*
Total (B) NA* NA* NA* NA*
Total (A+B) 1,29,91,995 74.40% 1,29,91,995 54.20%
*None of the promoter group member hold any equity shares in the company
**Subject to finalisation of basis of allotment
14) Except as mentioned below, there were no shares purchased/sold by the Promoter(s) and Promoter Group, directors of our
Company and their relatives during last six months:
Date of Allotment/ Name of Allot tee/ Party Number of Face Issue Price/ Reason of
transfer Transferee Category Shares Allotted/ Value Transfer Allotment/
Transferred Price Transfer
Nil
15) There are no financing arrangements wherein the Promoters, Promoter Group, the Directors of our Company and their relatives,
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 the period of six (06) months immediately preceding the date of filing of the Prospectus.
16) Promoter’s Contribution and other Lock-In details:
In accordance with Regulations 236 and 238 of the SEBI (ICDR) Regulations, the Promoters of our Company shall be subject
to the following lock-in restrictions on their shareholding:
Minimum Promoters’ Contribution: An aggregate of 20.00% of the fully diluted post-Issue share capital of the Company,
held by the Promoters, shall be locked in for a period of three years from the date of allotment (the "Minimum Promoters'
Contribution").
Excess Promoter Shareholding over Minimum Promoters’ Contribution to the exent of 50%: The Promoters' shareholding
in excess of the Minimum Promoters’ Contribution, i.e., 10.00% of the fully diluted post-Issue capital (equivalent to 40,98,900
Equity Shares), shall be locked in for a period of two years from the date of allotment in the Issue.
Further Excess Promoter Shareholding: The remaining 50% of the Promoters' holding in excess of the Minimum Promoters’
Contribution, i.e., 10.00% of the fully diluted post-Issue capital (equivalent to 40,98,595 Equity Shares), shall be locked in for a
period of one year from the date of allotment in the Issue.
The lock-in of the Minimum Promoter’s Contribution would be created as per applicable laws and procedures and details of the
same shall also be provided to the Stock exchange before the listing of the Equity Shares.
Following are the details of Minimum Promoter’s Contribution:
Number of Nature of Date of Face Issue / Nature of % of fully Period
Equity Allotment / Allotment and value Acquisition consideration diluted post- of lock-
Shares Transfer Date when (in ₹) Price per (cash / other than Issue paid- in
locked- made fully Equity Share cash) up capital*
in*(1)(2)(3) paid-up (in ₹)
Manikandan Dakshna moorthy
23,97,250 August 31, 3 years
Bonus 10.00 Nil Other than Cash 10.00%
2024
Venkatesan Dakshinamoorthy
81Number of Nature of Date of Face Issue / Nature of % of fully Period
Equity Allotment / Allotment and value Acquisition consideration diluted post- of lock-
Shares Transfer Date when (in ₹) Price per (cash / other than Issue paid- in
locked- made fully Equity Share cash) up capital*
in*(1)(2)(3) paid-up (in ₹)
23,97,250 August 31, 3 years
Bonus 10.00 Nil Other than Cash 10.00%
2024
* Subject to finalisation of Basis of Allotment.
(1)For a period of three years from the date of allotment.
(2)All Equity Shares have been fully paid-up at the time of allotment.
(3) All Equity Shares held by our Promoters are in dematerialized form.
For details of the build-up of the Equity Share capital held by our Promoters, see chapter titled “Capital Structure - Details of the
Build-up of our Promoters’ shareholding” on Page No. 69.
The Promoter’s Contribution has been brought to the extent of not less than the specified minimum lot and from persons defined as
‘promoter’ under the SEBI (ICDR) Regulations.
The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoter’ Contribution under
Regulation 237 of the SEBI (ICDR) Regulations. In this computation, as per Regulation 237 of the SEBI (ICDR) Regulations, our
Company confirms that the Equity Shares which are being locked-in do not, and shall not, consist of:
• Equity Shares acquired during the preceding three years for consideration other than cash and revaluation of assets or
capitalization of intangible assets
• Equity Shares resulting from bonus issue by utilization of revaluations reserves or unrealized profits of the Company or from
bonus issue against Equity Shares which are otherwise ineligible for minimum promoters’ contribution;
• Equity Shares acquired during the preceding one year, at a price lower than the price at which the Equity Shares are being offered
to the public in the Issue;
• Equity Shares issued to the Promoters upon conversion of a partnership firm;
• Equity Shares held by the Promoters that are subject to any pledge; and
• Equity Shares for which specific written consent has not been obtained from the respective shareholders for inclusion of their
subscription in the Promoters’ Contribution subject to lock-in.
Our Company has not been formed by the conversion of a partnership firm into a company in the past one year and thus, no Equity
Shares have been issued to our Promoters upon conversion of a partnership firm in the past one year. All the Equity Shares held by
the Promoters and the members of the Promoter Group are held in dematerialized form.
In terms of undertaking executed by our Promoters, Equity Shares forming part of Promoters’ Contribution subject to lock in will
not be disposed/ sold/ transferred by our Promoters during the period starting from the date of filing of the Draft Red Herring
Prospectus till the date of commencement of lock in period as stated in this Prospectus.
Details of Equity Shares held by Promoters in excess of minimum promoters’ contribution
Lock in of Equity Shares held by Promoters in excess of minimum promoters’ contribution as per Regulation 238 of the SEBI ICDR
Regulations, 2018 read with SEBI (ICDR) (Amendment) Regulations, 2025. Pursuant to Regulation 238(b) of the SEBI ICDR
Regulations, 2018 read with SEBI (ICDR) (Amendment) Regulations, 2025, the Equity Shares held by our Promoters and promoters’
holding in excess of minimum promoters’ contribution shall be locked as follows:
a. Fifty percent of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period of two
years from the date of allotment in the initial public offer i.e. pre-Issue of 40,98,900 Equity Shares shall be subject to lock-
in; and
b. Remaining fifty percent of promoters’ holding in excess of minimum promoters’ contribution shall be locked in for a period
of one year from the date of allotment in the initial public offer i.e. pre- Issue of 40,98,595 Equity Shares shall be subject
to lock-in.
Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation 237(1) of SEBI (ICDR) Regulations,
2018
Reg. No. Promoter’s Minimum Contribution Conditions Eligibility Status of Equity Shares
forming part of Promoter’s
Contribution
82237(1) (a) (i) Specified securities acquired during the preceding three The minimum Promoter’s contribution
years, if they are acquired for consideration other than cash and does not consist of such Equity Shares.
revaluation of assets or capitalization of intangible assets is Hence Eligible
involved in such transaction
237 (1) (a) (ii) Specified securities acquired during the preceding three The minimum Promoter’s contribution
years, resulting from a bonus issue by utilization of revaluation does not consist of such Equity Shares.
reserves or unrealized profits of the issuer or Hence Eligible
from bonus issue against Equity Shares which are ineligible for
minimum promoters’ contribution
237 (1) (b) Specified securities acquired by promoters during the The minimum Promoter’s contribution
preceding one year at a price lower than the price at which does not consist of such Equity Shares.
specified securities are being offered to public in the initial Hence Eligible
public offer
237(1) (c) Specified securities allotted to promoters during the preceding The minimum Promoter’s contribution
one year at a price less than the issue price, against funds brought does not consist of such Equity Shares.
in by them during that period, in case of an issuer formed by Hence Eligible
conversion of one or more partnership firms, where the partners
of the erstwhile partnership firms are the promoters of the issuer
and there is no change in the management: Provided that specified
securities, allotted to promoters against capital existing in such
firms for a period of more than one year on a continuous basis,
shall be eligible
237 (1) (d) Specified securities pledged with any creditor. Our Promoters have not Pledged any
shares with any creditors. Accordingly,
the minimum Promoter’s contribution
does not consist of such Equity Shares.
Hence Eligible
Details of Equity Shares held by persons other than the Promoters
Lock in of Equity Shares held by persons other than promoters as per Regulation 239 of the SEBI ICDR Regulations and amendment
thereto. The entire pre-issue capital held by persons other than the promoters shall be locked-in for a period of one year from the
date of allotment in the initial public offer, i.e. pre-Issue of 44,70,959 Equity Shares shall be subject to lock-in.
Other requirements in respect of ‘lock-in’
In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by persons other than the Promoters prior to
the Issue may be transferred to any other person holding the Equity Shares which are locked-in as per Regulation 239 of the SEBI
(ICDR) Regulations, subject to continuation of the lock-in in the hands of the transferees for the remaining period and compliance
with the Takeover Code as applicable.
In terms of Regulation 243 of the SEBI (ICDR) Regulations, the Equity Shares held by our Promoters which are locked in as per
the provisions of Regulation 238 of the SEBI (ICDR) Regulations, may be transferred to and amongst Promoters / members of the
Promoter Group or to a new promoter or persons in control of our Company, subject to continuation of lock-in in the hands of
transferees for the remaining period and compliance of Takeover Code, as applicable.
In terms of Regulation 242(a) of the SEBI (ICDR) Regulations, the locked-in Equity Shares held by our Promoters can be pledged
only with any scheduled commercial banks or public financial institutions or a systemically important non-banking finance company
or a housing finance company as collateral security for loans granted by such banks or financial institutions, provided that such
loans have been granted for the purpose of financing one or more of the objects of the Issue and pledge of the Equity Shares is a
term of sanction of such loans.
In terms of Regulation 242(b) of the SEBI ICDR Regulations, the Equity Shares held by the Promoters which are locked-in for a
period of one year from the date of allotment may be pledged only with scheduled commercial banks, public financial institutions,
systemically important non-banking finance companies or housing finance companies as collateral security for loans granted by
such entities, provided that such pledge of the Equity Shares is one of the terms of the sanction of such loans.
17) Our Company, our Promoters, our Directors and the Book Running Lead Manager have no existing buyback arrangements
or any other similar arrangements for the purchase of Equity Shares being offered through the Issue.
18) The post-Issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity Share Capital of our
Company.
19) There have been no financing arrangements whereby our directors or any of their relatives have financed the purchase by
any other person of securities of our Company during the six months immediately preceding the date of filing of this
Prospectus.
8320) No person connected with the Issue, including, but not limited to, our Company, the members of the Syndicate, or our
Directors, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Issue.
21) There neither have been and there will be no further issue of Equity Shares whether by way of issue of bonus shares,
preferential allotment, rights issue or in any other manner during the period commencing from the date of filing of the Draft
Red Herring Prospectus until the Equity Shares have been listed on the Stock Exchange or all application monies have been
refunded, as the case may be.
22) Our Company has no outstanding warrants, options to be issued or rights to convert debentures, loans or other convertible
instruments into Equity Shares as on the date of this Prospectus.
23) There shall be only one denomination of the Equity Shares, unless otherwise permitted by law. Our Company will comply
with such disclosure and accounting norms as may be specified by SEBI from time to time.
24) Our Company shall ensure that any transactions in Equity Shares by our Promoters and the Promoter Group during the
period between the date of filing the Draft Red Herring Prospectus and the date of closure of the Issue, shall be reported to
the Stock Exchanges within 24 hours of the transaction.
25) All Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment and there are no partly paid-
up Equity Shares as on the date of this Prospectus.
26) As on the date of this Prospectus, the Book Running Lead Manager and their respective associates (as defined under the
Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992) do not hold any Equity Shares of our
Company. The BRLM and their affiliates may engage in the transactions with and perform services for our Company in
the ordinary course of business or may in the future engage in commercial banking and investment banking transactions
with our Company for which they may in the future receive customary compensation.
27) Our Promoters and the members of our Promoter Group will not participate in the Issue.
28) Following are the details of Equity Shares of our Company held by our Directors, Key Management Personnel:
Sr. Name Designation Number of % of the pre-Issue % of the post-Issue
No. Equity Shares Equity Share Capital Equity Share Capital
Venkatesan Managing 64,95,996 37.20% 27.10%
1.
Dakshinamoorthy Director
Manikandan Joint Managing 64,95,999 37.20% 27.10%
2.
Dakshna moorthy D i r e c t o r
29) Our Company has not raised any bridge loans which are proposed to be repaid from the proceeds of the Issue.
30) Investors may note that in case of over-subscription, allotment will be on proportionate basis as detailed under “Basis of
Allotment” in the chapter titled “Issue Procedure” beginning on Page No. 239 of this Prospectus. In case of over-
subscription in all categories the allocation in the Issue shall be as per the requirements of Regulation 253 (1) of SEBI
(ICDR) Regulations, as amended from time to time.
31) An investor cannot make an application for more than the number of Equity Shares offered in this Issue, subject to the
maximum limit of investment prescribed under relevant laws applicable to each category of investor.
32) An over-subscription to the extent of 10% of the Issue can be retained for the purpose of rounding off to the nearest integer
during finalizing the allotment, subject to minimum allotment, which is the minimum application size in this Issue.
Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result of which, the post-issue paid
up capital after the Issue would also increase by the excess amount of allotment so made. In such an event, the Equity
Shares held by the Promoters and subject to lock- in shall be suitably increased; so as to ensure that 20% of the post Issue
paid-up capital is locked in.
33) Under subscription, if any, in any of the categories, would be allowed to be met with spill-over from any of the other
categories or a combination of categories at the discretion of our Company in consultation with the BRLM and Designated
Stock Exchange. Such inter-se spill over, if any, would be affected in accordance with applicable laws, rules, regulations
and guidelines
34) No payment, direct, indirect in the nature of discount, commission, and allowance, or otherwise shall be made either by us
or by our Promoters to the persons who receive allotments, if any, in this Issue.
35) As on date of this Prospectus, there are no outstanding financial instruments or any other rights that would entitle the
existing Promoters or shareholders or any other person any option to receive Equity Shares after the Issue.
(The remainder of this page is intentionally left blank)
84OBJECTS OF THE ISSUE
The Issue comprises of entirely a fresh Issue of up to 65,07,000 Equity Shares of our Company at an Issue Price of Rs. 140 per
Equity Share. We intend to utilize the proceeds of the Issue to meet the following objects: -
Fresh Issue
The details of the Net Proceeds are set forth below:
(₹ in Lakhs)
Particulars Estimated Amount
Gross Proceeds of the Issue 9,109.80**
Less: Estimated Issue related Expenses# 225.00
Net Proceeds of the Issue 8,884.80
**Subject to finalisation of Basis of Allotment.
# For details, see “- Issue expenses” on page 93.
Requirement of Funds:
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in Lakhs)
Sr.No. Particulars Estimated Amount
1. Capital expenditure towards purchase of machinery and equipment 1,367.78
2. Repayment of a portion of certain outstanding borrowing availed by our 600.00
company
3. Funding working capital requirements 5,927.02
4. General corporate purposes 990.00
Total 8,884.80
(collectively, referred to herein as the “Objects”)
The main objects and objects incidental and ancillary to the main objects, as set out in our Memorandum of Association, enable
our Company to undertake its existing business activities and the activities for which funds are being raised through the Fresh Issue.
In addition, our Company expects to receive the benefits of listing its Equity Shares on the Stock Exchanges, including enhancing
its visibility and brand image, and creating a public market for our Equity Shares.
Utilization of Net Proceeds and Proposed Schedule of Implementation and Deployment of Net Proceeds
The Net Proceeds are proposed to be utilised in the manner set out in the following table:
(₹ in Lakhs)
Sr. No. Particulars Estimated Estimated Utilization Estimated Utilization
Amount* of Net Proceeds in of Net Proceeds in F.Y.
F.Y. 2025 – 2026 2026– 2027
Capital expenditure towards purchase of 1,367.78 1,367.78 -
1.
Machinery and equipment**
Repayment of a portion of certain outstanding 600.00 600.00 -
2.
borrowing availed by our company
Funding working capital requirements 5,927.02 5,927.02 -
3.
General corporate purposes*# 990.00 990.00 -
4.
Total# 8,884.80 8,884.80 -
**These Quotations are Valid till September 30, 2025
The deployment of funds indicated above will be based on management estimates, existing circumstances of our business and
prevailing market conditions, which may subject to change. The deployment of funds described herein has not been appraised by
any bank or financial institution or any other independent agency. See “Risk Factors-Object of the issue for which the funds are
being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as
disclosed in this Prospectus would be subject to certain compliance requirements, including prior Shareholders’ approval.” on
page 33
Given the nature of our business, and since the amount of the Net Proceeds proposed to be utilized towards the Objects are not
towards implementing any specific project, we may have to revise our funding requirements and deployment from time to time, on
85account of a variety of factors such as our financial condition, business strategies and external factors such as market conditions,
any epidemic, competitive environment and other external factors, which would not be within the control of our management. This
may entail rescheduling or revising the proposed utilisation of the Net Proceeds, implementation schedule and funding
requirements, including the expenditure for a particular purpose, at the discretion of our management, subject to compliance with
applicable laws. Subject to applicable laws, in the event of any increase in the actual utilization of funds earmarked for the purposes
set forth above, such additional funds for a particular activity will be met by way of means available to us, including from internal
accruals and any additional equity and/or debt arrangements.
Subject to applicable law, if the actual utilisation towards any of the Objects is lower than the proposed deployment, such balance
will be used for general corporate purposes, to extent that the total amount to be utilized will not exceed 25% of the gross proceeds
of the Fresh Issue.
The fund requirements set out for the aforesaid Objects are proposed to be met entirely from the Net Proceeds, internal accruals,
and existing debt financing. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance
through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised through the Net
Proceeds and existing identifiable internal accruals.
We propose to deploy the entire Net Proceeds towards the Objects in the Financial Year 2025-26 and 2026-27. However, if the Net
Proceeds are not completely utilised for the Objects in the stated period, such amounts will be utilised (in part or full) in Financial
Year 2027-28, in accordance with applicable law.
Details of the Objects of the Fresh Issue
1. Capital expenditure towards purchase of machinery and equipment
Our Board in its meeting dated August 21, 2025 took note that an amount of ₹ Upto 1,367.78 Lakhs is proposed to be utilised for
Funding of capital expenditure requirements of our company towards purchase of machinery and equipment from the Net Proceeds.
Our Company requires purchase of Customized Four Column Hydraulic Press, Moulds, Full-Electric Servo Press Brake, Double
Column Machining Center, Machine PCD-CNC4008B, Machine PCD-CNC6012, Machine PCD-CNC8008B, Machine PGME-
2030 for enhancing our in-house manufacturing capabilities, increasing production efficiency, and supporting upcoming project-
specific requirements involving high-precision and high-tonnage operations. The benefits arising from the proposed capital
expenditure include improved production throughput, reduced dependency on third-party vendors, enhanced product quality
through better process control, and increased operational capacity to meet growing customer demand and project volumes. Our
Company has received quotation from supplier and is yet to place any orders or enter into definitive agreements for purchase and
installation of such machines. The break-down of such estimated costs are set forth below: -
(The remainder of this page is intentionally left blank)
86Our Company has received quotation from supplier and is yet to place any orders or enter into definitive agreements for purchase and installation of such machinery. The break-down of such
estimated costs are set forth below***:-
(₹ in Lakhs)
Supplier/ USD-INR Price per
S. Amount in Date of Validity of
Vendor Item Type^ Description^^ Quantity USD ($) (31/07/2025 quantity
No. Rs*^ Quotation quotation
Name ) in Rs.
Y32-500T, Table size:
Nanjing
Customized Four
Harsle 3200*2000mm, daylight: February 20, September 30,
1. Column Hydraulic 1 95,000 87.55 83.17 83.17
Machine Tool 1000mm, stroke: 800mm, 2025 2025
Press
Co., Ltd
Servo pump station
Y32-1000T, Table size:
Nanjing
Customized Four
Harsle 3200*2000mm, daylight: February 20, September 30,
2. Column Hydraulic 1 1,48,000 87.55 129.57 129.57
Machine Tool 1000mm, stroke: 800mm, 2025 2025
Press
Co., Ltd
Servo pump station
Y32-500T, Table size:
Nanjing
Customized Four
Harsle 3800*2000mm, daylight: February 20, September 30,
3. Column Hydraulic 1 1,05,000 87.55 91.93 91.93
Machine Tool 1000mm, stroke: 800mm, 2025 2025
Press
Co., Ltd
Servo pump station
Y32-1000T, Table size:
Nanjing
Customized Four
Harsle 3800*2000mm, daylight: February 20, September 30,
4. Column Hydraulic 1 1,60,000 87.55 140.08 140.08
Machine Tool 1000mm, stroke: 800mm, 2025 2025
Press
Co., Ltd
Servo pump station
Nanjing
Harsle February 20, September 30,
5. Moulds window panel 1 12,600 87.55 11.03 11.03
Machine Tool 2025 2025
Co., Ltd
Nanjing
Harsle February 20, September 30,
6. Moulds lscn-pp2-5-4-002 1 11,700 87.55 10.24 10.24
Machine Tool 2025 2025
Co., Ltd
87Nanjing
Harsle February 20, September 30,
7. Moulds sidewall TYPE 3 1 11,700 87.55 10.24 10.24
Machine Tool 2025 2025
Co., Ltd
Nanjing
Harsle February 20, September 30,
8. Moulds sidewall TYPE 2 1 12,600 87.55 11.03 11.03
Machine Tool 2025 2025
Co., Ltd
Nanjing
Harsle February 20, September 30,
9. Moulds sidewall TYPE 1 1 14,400 87.55 12.61 12.61
Machine Tool 2025 2025
Co., Ltd
EP-35T1250, DA-53T
Nanjing Controller, 4 axis
Harsle Full-Electric (Y1+Y2+X+R), YASKAWA February 20, September 30,
10. 1 24,000 87.55 21.01 21.01
Machine Tool Servo Press Brake servo motors, back light 2025 2025
Co., Ltd curtain, one set of Punch and
Die
EP-100T3200, DA-53T
Controller, 4+1 axis
Nanjing
Harsle Full-Electric (Y1+Y2+X+R+V crowning), February 20, September 30,
11. 1 50,000 87.55 43.78 43.78
Machine Tool Servo Press Brake YASKAWA servo motors, 2025 2025
Co., Ltd
back light curtain, one set of
Punch and Die
Cosmos Maximus Cosmos Maximus CNC
Cosmos
CNC Double Double Column Machining September 30,
12. Impex (India)
Column Center
1 - - 281.37$ 281.37$ March 03, 2025
2025
Pvt. Ltd
Machining Center Model: M-4223.
Jiangsu
PONC CNC
February 20, September 30,
13. Science CNC Machine PCD-CNC4008B 1 1,10,600 87.55 96.83 96.83
2025 2025
Technology
Co., Ltd.
Jiangsu
PONC CNC
February 20, September 30,
14. Science CNC Machine PCD-CNC4008B 1 1,38,200 87.55 120.99 120.99
2025 2025
Technology
Co., Ltd.
88Jiangsu
PONC CNC
February 20, September 30,
15. Science CNC Machine PCD-CNC8008B 1 1,49,300 87.55 130.71 130.71
2025 2025
Technology
Co., Ltd.
PGME is a Bridge-Type
Machining Center It is suitable
for the worldwide market,
especially for shipbuilding,
Jiangsu power generation, military
PONC CNC industry, heavy machinery
February 20, September 30,
16. Science PGME-2030 manufacturing, railway, 1 1,97,800 87.55 173.17 173.17
2025 2025
Technology machine tools building, textile
Co., Ltd machinery, printing machinery,
mold manufacturing, etc. The
machine tool can perform all
milling functions required by a
milling tool.
1,367.78
Total
$including the GST and any other applicable taxes
*GST or any other applicable tax shall be paid from internal accrual. The quotations are subject to additional costs including freight, installation and commissioning costs, transportation
costs, packaging and forwarding costs, insurance, duties and other government levies, applicable and shall be paid out of internal accruals.
^Source – 1 USD = 87.55 INR, www.rbi.org.in/scripts/ReferenceRateArchive.aspx dated July 31, 2025)
# Issuer, Our Promoters, Our Promoter Group, Our Directors, Our Key Managerial Personnel and Merchant Banker do not have any personal interest in the proposed acquisition of the
machinery or in the entity from whom we have obtained quotations in relation to such proposed acquisition of the equipment.
^ ^The equipment that will be acquired shall be new and shall not be previously owned or utilized by any party.
*** As certified by Er. Yuvraj S. Chartered Engineer, by way of their certificate dated May 22, 2025
89We have considered the above quotation for the budgetary estimate purpose and have not placed orders for them. The actual cost
of procurement and actual supplier/dealer may vary. Quotation received from the vendor mentioned above is valid as on the date
of this Prospectus. However, we have not entered into any definitive agreements with the vendor and there can be no assurance that
the same vendor would be engaged to eventually supply the equipment or at the same costs. The Equipment models and quantity
to be purchased are based on the present estimates of our management. The Management shall have the flexibility to revise such
estimates (including but not limited to change of vendor or any modification/addition/deletion of equipment) at the time of actual
placement of the order. In such case, the Management can utilize the surplus of proceeds, if any, arising at the time of actual
placement of the order, to meet the cost of such other machinery, equipment or utilities, as required. Furthermore, if any surplus
from the proceeds remains after meeting the total cost of machineries, equipment and utilities for the aforesaid purpose, the same
will be used for our general corporate purposes, subject to limit of 15% of the amount raised by our Company through this Issue or
10 crore whichever is lower.
The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse after the expiry
of the said period. Consequent upon which, there could be a possible escalation in the cost of Equipments proposed to be acquired
by us at the actual time of purchase, resulting in increase in the estimated cost.
2. Repayment of a portion of certain outstanding borrowing availed by our company
Our Board in its meeting dated August 21, 2025, took note that an amount of ₹ 600.00 Lakhs is proposed to be utilised for repayment/
prepayment of certain borrowings availed by our Company from the Net Proceeds. Our Company has entered into financial
arrangements from time to time with various banks and financial institutions. The outstanding loan facilities entered into by our
Company include secured and unsecured borrowing in the form of Loan against property of our Company and personal guarantees
of the Directors and Promoters. For further details, please refer “Financial Indebtedness” on page 184 of this Prospectus. As on
March 31, 2025, the aggregate outstanding secured borrowings of our Company is ₹ 5,738.71 Lakhs. Our Company proposes to
utilise an estimated amount of ₹ 600.00 Lakhs from the Net Proceeds towards part or full repayment and/or pre-payment of
borrowings availed by us.
Given the nature of these borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts under these
borrowings may vary after payment of due instalments. In light of the above, at the time of filing the Prospectus, the table below
shall be suitably updated to reflect the revised amounts or loan as the case may be which have been availed by us. If at the time of
filing of Prospectus, any of the below mentioned loans are repaid or refinanced or if any additional credit facilities are availed or
drawn down or further disbursements under the existing facilities are availed by our Company, then our Company may utilise the
Net Proceeds for prepayment and/or repayment of any such refinanced facilities or additional facilities / disbursements obtained by
our Company. In light of the above, at the time of filing the Prospectus, the table below shall be suitably updated to reflect the
revised amounts or loans as the case may be which have been availed by our Company. In the event our Board deems appropriate,
the amount allocated for estimated schedule of deployment of Net Proceeds in a particular fiscal may be repaid/ pre-paid by our
Company in the subsequent Fiscal.
For the purposes of the Issue, our Company has obtained necessary consent from its lenders, as is respectively required under the
relevant facility documentation for undertaking activities in relation to this Issue and for the deployment of the Net Proceeds towards
the objects of this Issue.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed is and will be based on
various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions attached to the borrowings
restricting our ability to prepay/ repay the borrowings and time taken to fulfil, or obtain waivers for fulfilment of such
conditions, (iii) receipt of consents for prepayment from the respective lenders, (iv) terms and conditions of such consents and
waivers, (v) levy of any prepayment penalties and the quantum thereof, (vi) provisions of any laws, rules and regulations
governing such borrowings, and (vii) other commercial considerations including, among others, the amount of the loan outstanding
and the remaining tenor of the loan. The amounts proposed to be prepaid and/or repaid against each borrowing facility below is
indicative and our Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed below in accordance with
commercial considerations, including amounts outstanding at the time of prepayment and/or repayment. For details of our
indebtedness, see “Financial Indebtedness” on page 184. Pursuant to the terms of the borrowing arrangements, prepayment of
certain indebtedness may attract prepayment charges as prescribed by the respective lender. Payment of additional interest,
prepayment penalty or premium, if any, and other related costs shall be made by us out of the internal accruals of our Company or
out of the Net Proceeds as may be decided by our Company.
We believe that such repayment and/or pre-payment will help reduce our outstanding indebtedness, debt servicing costs assist us in
maintaining a favourable debt-to-equity ratio and enable utilization of some additional amount from our internal accruals for further
investment in our business growth and expansion. Additionally, we believe that since our debt-equity ratio will improve, it will
enable us to raise at competitive rates in the future to fund potential business development opportunities and plans to grow and
expand our business in the future. The following table provides the details of outstanding borrowings availed of by our Company
which are proposed to be repaid or prepaid, in full or in part, from the Net Proceeds:
90The details of the outstanding loans of our Company, as on July 31, 2025, which are proposed for repayment or prepayment, in full
or in part from the Net Proceeds are set forth below. The loan facilities are listed below in no particular order of priority.
(₹ in Lakhs)
Natur Rate Tenur Date Date of Amt Amount Actual Prepayme
Name of e of of e (In of Disburse Sanc outstanding Purp Utilisation nt
Lender borro Inter month Sanc ment of tione as on July ose of loan Penalty/C
wing est* s) tion Loan d 31, 2025 proceeds ondition
For
Share India
28- worki For
Fincap Term
16% 12 12- 17-03-2025 600 600 ng working -
Private Loan
2024 capita capital
Limited
l
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the
statutory auditor certifying the utilization of loan for the purpose availed, our Statutory Auditors have confirmed that the loans have
been utilised for the purpose of working capital, pursuant to their certificate dated August 21, 2025.
Except as disclosed above, our Promoters, Directors and Key Managerial Personnel and Senior Management do not have any interest
in the above-mentioned repayment/pre-payment of loan.
3. Funding working capital requirements:
We propose to utilize ₹ Upto 5,927.02 Lakhs from the Net Proceeds towards funding our Company’s working capital requirements.
We have significant working capital requirements, and we fund our working capital requirements in the ordinary course of business
from our internal accruals and financing facilities from various banks and financial institutions.
Our Company requires additional working capital for executing increased order volumes, High Inventory Levels, High Debtors,
Advance Payments to Suppliers and Requirement of Security Deposits and for other corporate purposes. In light of the above, our
Company will require incremental working capital.
The incremental and proposed working capital requirements, as approved by the Board pursuant to a resolution dated August 21,
2025 and key assumptions with respect to the determination of the same are mentioned below. Our Company’s composition of
working capital as at March 31, 2025, March 31, 2024 and March 31, 2023 on the basis of restated financial statements and expected
working capital requirements for Fiscal 2026 are as set out in the table below: *
(₹ in Lakhs)
Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026
Particulars
(Restated) (Restated) (Restated) (Estimated)
Current Assets
Inventories 5,032.39 4,580.29 6,243.89 10,038.24
Trade Receivables 4,876.74 10,170.80 12,760.04 19,233.78
Short term loan and advances 1,705.74 1,291.79 1,575.07 2,441.55
Total (A) 11614.87 16042.88 20,579.00 31,713.57
Current Liabilities
Trade Payables 5,207.44 5,977.17 6,392.70 10,685.09
Other Current Liabilities & Short Term Provision 897.55 2,161.66 2,275.43 1,966.50
Total (B) 6,104.99 8,138.83 8,668.13 12,651.59
Total Working Capital (A)-(B) 5,509.88 7,904.05 11,910.87 19,061.98
91Funding Pattern
I) Borrowings for meeting working capital
5,509.88 6,370.84 5,853.65 4,900.00
requirements
II) Networth / Internal Accruals - 1,533.21 6,057.22 8,234.96
III) Proceeds from IPO - - - 5,927.02
*As Certified by the M/s Vardarajan & Co., Chartered Accountants pursuant to their certificate dated August 22, 2025
Assumption for working capital requirements:
The table below sets forth the details of holding levels (in days) for the financial year ended March 31, 2025, March 31, 2024 and
March 31, 2023 on the basis of restated financial statements and the holding levels (in days) Fiscal 2026 are on estimated basis:
Holding levels
Fiscal 2023 Fiscal 2024 Fiscal 2025 Fiscal 2026
Particulars
(Restated) (Restated) (Restated) (Estimated)
(in Days) (in Days) (in Days) (in Days)
Inventories 265 237 158 156
Trade Receivables 217 230 218 195
Trade Payables 260 281 154 149
*As Certified by the M/s Vardarajan & Co., Chartered Accountants pursuant to their certificate dated August 22, 2025
Justification for “Holding Period” levels
The justifications for the holding levels mentioned in the table above are provided below:
S. Particulars Details
No.
1. Inventories The nature of manufacturing railway rolling stock, passenger coaches, wagons, and
locomotives inherently involves high lead time and significant inventory holding due to
custom fabrication, batch processing, and complex assembly. The inventory days stood at
265 in Fiscal 2023 primarily due to buildup for projected deliveries and longer production
cycles amid supply chain constraints. Subsequently, in Fiscal 2024, inventory days declined
to 237, with further normalization to 158 to 156 days in Fiscal 2025 and Fiscal
2026(estimated) . This decreasing trend is expected in coming years due to streamlined
procurement, leaner production, and improved material planning aligned with contract
execution cycles. Considering the technical complexity and dependence on customized
components, a holding level of 150–170 days is reasonable for such a sector. Moreover, the
relatively higher inventory days historically were driven by the company’s strategy to
maintain buffer stock for uninterrupted assembly lines and to accommodate long supplier
lead times. Going forward, inventory days are estimated to stabilize as operations scale and
procurement systems mature. The levels are consistent with industry norms for capital-
intensive, long-cycle manufacturing sectors with integrated fabrication and assembly
operations.
2. Trade receivables Trade receivable days are typically elevated in large-scale, government and PSU-oriented
industrial manufacturing businesses due to the milestone-based billing and clearance cycles.
The company’s trade receivable days ranged from 200 to 230 in between Fiscal 2023 to
Fiscal 2025, is due to the extended credit terms common in the rolling stock and railways
sector. Payments are often tied to physical inspection, certification, and departmental
clearances, especially when dealing with government undertakings. Although receivable
days stood at 200 to 230 in prior years, a gradual improvement is expected with receivable
days at 195 in Fiscal 2026. For companies engaged in manufacturing high-value capital goods
like rail coaches and locomotives, a receivable cycle of 180 to 220 days remains standard due
to the nature of buyer organizations (typically PSUs or government bodies) and large-ticket
sales. The projected receivable days are reflective of realistic expectations for credit periods
extended in B2G (business-to-government) environments and support the company’s
conservative yet practical financial planning.
3. Trade payables Trade payable days stood at 260 days in Fiscal 2023 and increased to 281 days in Fiscal 2024,
Such increase is largely due to the complex procurement process. In several cases,
92S. Particulars Details
No.
particularly for government orders or projects, materials procured by suppliers must undergo
inspection and meet stringent quality standards. When received materials do not meet the
required specifications, invoices are held back until necessary compliance is achieved. This
practice is well understood and mutually agreed upon with the suppliers. The payables period
realigned is estimated to remain in the range of 140 –150 days during Fiscal 2026. Ensuring
timely supplier payments to maintain quality and delivery timelines while also managing
liquidity prudently. Given the company’s integrated manufacturing model and complex
vendor base, maintaining payables at 160 to 170 days approx. is considered industry-
appropriate. The reduction in payable days proposed with improving cash flows and the
company’s preparation for expanded operations and compliance with vendor expectations.
*As Certified by the M/s Vardarajan & Co., Chartered Accountants pursuant to their certificate dated August 22, 2025
Justification for increase in amount of Utilisation of Working Capital from IPO Proceeds
The Company’s Utilisation of fund for working capital has been revised from ₹5,246.18 lakhs in the DRHP to ₹5,927.02 lakhs in
the RHP, i.e. increase of ₹680.84 lakhs (12.98%). This change has arisen due to reassessment of business projections and operational
needs closer to the filing of the RHP. A key reason for the increase is the growth in the Company’s order book, which has moved
from ₹30,635.67 lakhs as disclosed in the DRHP to ₹37,588.65 lakhs in the RHP. The larger order pipeline requires higher allocation
of funds for procurement of raw materials, execution of contracts, and maintaining adequate liquidity across the operating cycle.
Further, the Company expects that internal accruals may not be sufficient to fully meet this enhanced requirement and, therefore, a
higher portion of IPO proceeds has been allocated towards meeting the working capital needs.
4. General corporate purposes:
The Net Proceeds will be first utilized towards the Objects as mentioned above. The balance is proposed to be utilized for General
corporate purposes, subject to such utilization not exceeding 15% of the gross proceeds of the Fresh Issue or 10 crore whichever is
lower, in accordance with the SEBI ICDR Regulations. Our Company intends to deploy the balance Net Proceeds, if any, for general
corporate purposes, subject to above mentioned limit, as may be approved by our management, including but not restricted to, the
following:
a. strategic initiatives, partnerships, joint ventures and acquisitions;
b. brand building and strengthening of promotional & marketing activities;
c. On-going general corporate exigencies or any other purposes as approved by the Board subject to compliance with the necessary
regulatory provisions and
d. meeting operating expenses, repayment of the borrowings, investment in the Group Companies, meeting working capital
requirements including payment of interests, strengthening of our business development and marketing capabilities, meeting
exigencies which the Company in the ordinary course of business may not foresee or any other purpose as approved by our board
of directors, subject to compliance with the necessary provisions of the Companies Act.
The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors based on the
permissible amount actually available under the head “Utilization of Net proceeds” and the business requirements of our Company,
from time to time. We, in accordance with the policies of our Board, will have flexibility in utilizing the Net Proceeds for general
corporate purposes, as mentioned above.
5. ISSUE RELATED EXPENSES
The total estimated Issue Expenses are ₹ 224.43 lakh, which is 2.46 % of the total Issue Size. The details of the Issue Expenses are
tabulated below:
(₹ in lakhs)
Sr. Amount % of total % of total issue
Particulars
No. expenses** size**
1. Book Running Lead Manager Fees. 40.00 17.82% 0.44%
2. Underwriting Fees 91.10 40.59% 1.00%
3. Fees payable to the Market maker to the 4.00 1.78% 0.04%
Issue
4. Fees payable to the Registrar to the Issue 5.00 2.23% 0.05%
5. Fees payable for Advertising and 17.00 7.57% 0.19%
Publishing Expense
6. Fees payable to Regulators including 20.65 9.20% 0.23%
Stock Exchange & Depositories
937. Payment for Printing & Stationary, 0.18 0.08% Negligible
Potsage etc.
8. Fees payable to statutory auditors, Legal 20.50 9.13% 0.23%
Advisors & other Professionals
9. Other Expense (Fees payable to 26.00 11.59% 0.29%
Monitoring Agency, Sponsor Bank Fees
and Charges and Marketing expense)
Total Estimated Offer Expense 224.43 100.00% 2.46%
**Offer expenses exclude goods and services tax. Offer expenses are estimates and are subject to change.
Notes:
Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs:
1. ASBA applications procured directly from the applicant and Bided (excluding applications made using the UPI Mechanism,
and in case the Issue is made as per Phase I of UPI Circular) - Rs 5/- per application on wherein shares are allotted.
2. Syndicate ASBA application procured directly and bided by the Syndicate members (for the forms directly procured by them)
- Rs 10/- per application on wherein shares are allotted
3. Processing fees / uploading fees on Syndicate ASBA application for SCSBs Bank - Rs 5/- per application on wherein shares
are allotted
4. Sponsor Bank shall be payable processing fees on UPI application processed by them - Rs 5/- per application on wherein
shares are allotted
5. No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
6. The commissions and processing fees shall be payable within 30 Working days post the date of receipt of final invoices of the
respective intermediaries.
7. Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Issue Expenses other than the listing fees shall be shared among our Company on a pro rata basis, in proportion to the Equity
Shares Allotted.
APPRAISING AGENCY
None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any agency.
BRIDGE LOANS
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus which are
proposed to be repaid from the Net Proceeds of the Issue.
MONITORING OF UTILIZATION OF FUNDS
In accordance with Regulation 262 of the SEBI ICDR Regulations, our Company has appointed CRISIL Ratings Limited as the
monitoring agency (“Monitoring Agency”) to monitor the utilisation of the Net Proceeds. Our Company undertakes to place the Net
Proceeds in a separate bank account which shall be monitored by the Monitoring Agency for utilisation of the Net Proceeds. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay and
in accordance with the applicable laws. Our Company will disclose the utilisation of the Net Proceeds, including interim use under
a separate head in its balance sheet for such financial year/periods as required under the SEBI ICDR Regulations, the SEBI Listing
Regulations and any other applicable laws or regulations, specifying the purposes for which the Net Proceeds have been utilised.
Our Company will also, in its balance sheet for the applicable financial year, provide details, if any, in relation to all such Net
Proceeds that have not been utilised, if any, of such currently unutilized Net Proceeds.
The reports of the monitoring agency on the utilization of the Net Proceeds shall indicate the deployment of the Net Proceeds
under the following heads:
1. Capital expenditure towards purchase of Machinery and equipment
2. Repayment of a portion of certain outstanding borrowing availed by our company
3. Funding of the working capital requirement of our Company
4. General corporate purposes.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit
Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall prepare a statement of funds
utilised for purposes other than those stated in the Prospectus and place it before the Audit Committee and make
other disclosures as may be required until such time as the Net Proceeds remain unutilized. Such disclosure shall be made only until
such time that all the Net Proceeds have been utilized in full. The statutory auditor of our Company will also provide report/
certificate on the utilization of the Net Proceeds to the monitoring agency.
94Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Fresh
Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of the Fresh Issue from
the objects of the Fresh Issue as stated above. This information will also be published in newspapers simultaneously with the interim
or annual financial results and explanation for such variation (if any) will be included in our directors’ report, after placing the same
before the Audit Committee.
INTERIM USE OF FUNDS
Pending utilization of the Net Proceeds for the purposes described above, our Company will deposit the Net Proceeds only with
scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be
approved by our Board. In accordance with Section 27 of the Companies Act, 2013, our company confirms that it shall not use the
Net Proceeds for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity
markets or investing in any real estate product or real estate linked products.
VARIATION IN OBJECTS
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the Objects
without our Company being authorized to do so by the Shareholders by way of a special resolution through a postal ballot. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal Ballot Notice”) shall
specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall
simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where our
Registered Office is situated. Our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
shareholder who do not agree to the above stated proposal, at a price as may be prescribed by SEBI, in this regard.
OTHER CONFIRMATIONS / PAYMENT TO PROMOTERS AND PROMOTER’S GROUP FROM THE IPO
PROCEEDS
There is no proposal whereby any portion of the Net Proceeds will be paid to Our Promoters, Promoter Group, Directors and Key
Managerial Personnel, Group Companies, except in the ordinary course of business. Further, there are no existing or anticipated
transactions in relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company with Our Promoters,
Promoter Group, Directors Group Companies, and/or Key Managerial Personnel.
95BASIS FOR ISSUE PRICE
Investors should read the following summary with the section titled “Risk Factors”, the details about our Company under the section
titled "Our Business" and its financial statements under the section titled "Financial Information of the Company" beginning on
page 33, 116 and 180 respectively of the Prospectus. The trading price of the Equity Shares of Our Company could decline due to
these risks and the investor may lose all or part of his investment.
Price Band/Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager on the basis of
the assessment of market demand for the Equity Shares through the Book Building Process and on the basis of the qualitative and
quantitative factors as described in this section. The face value of the Equity Shares is Rs. 10/- each and the Issue Price is 13.3 times
of the face value at the lower end of the Price Band and 14.0 times of the face value at the upper end of the Price Band.
For the purpose of making an informed investment decision, the investors should also refer “Risk Factors”, “Our Business” and
“Restated Financial Information as” beginning on Page no. 33, 116 and 180 respectively of this Prospectus.
Qualitative Factors
Some of the qualitative factors which form the basis for computing the Issue Price are:
➢ Experienced Promoters having deep domain knowledge to scale up the business
➢ In house manufacturing capabilities
➢ Long-standing customer base leading to stability in our business operations
➢ Management team having established track record
➢ Established track record of successfully completed projects
➢ Strong order books
For further details, please refer chapters titled “Risk Factors” and “Our Business” beginning on Page Nos. 33 and 116, respectively.
Quantitative Factors
The information presented in this section for the restated audited financial statements of the Company for the financial year ended
March 31, 2025, 2024 and 2023 is derived from our Restated Financial Statements. For more details on financial information,
investors please refer the chapter titled “Restated Financial Information” beginning on Page No. 180 of this Prospectus.
Investors should evaluate our Company taking into consideration its earnings and based on its growth strategy. Some of the
quantitative factors which may form the basis for computing the price are as follows:
1. Basic and Diluted Earnings per Share (EPS), (Face Value of ₹ 10/- each) (Post Bonus)
(in ₹)
Basic & Diluted
Particulars EPS (in ₹) Weights
Financial year ending on March 31, 2025 (Consolidated) 15.63 3
Financial year ending on March 31, 2024 (Standalone) 9.50 2
Financial year ending on March 31, 2023 (Standalone) 1.00 1
Weighted Average (of the above three financial years) 11.15
* Not Annualised
#EPS is calculated post adjustment of Bonus Issue vide the Board resolution dated August 31, 2024
Note:
i. Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end of the
period/ year.
ii. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end of the
period/year for diluted EPS.
iii. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year/period
adjusted by the number of Equity Shares issued during the year/period multiplied by the time weighting factor. The time weighting
factor is the number of days for which the specific shares are outstanding as a proportion of the total number of days during the
year/period.
iv. The above statement should be read with significant accounting policies and notes on Restated Financial Statements as appearing
in the Financial Statements.
v. The EPS has been calculated in accordance with AS 20 Earnings Per Share {EPS) issued by Institute of Chartered Accountants
of India.
2. Price Earning (P/E) Ratio in relation to the Price Band of Rs. 133 to Rs. 140 per Equity Share of Face Value of Rs.
10/- each fully paid up
96(P/E) Ratio at the
(P/E) Ratio at the Floor
Particulars Cap Price (number
Price (number of times)
of times)
a) Based on basic EPS for the financial year ended March 31, 8.51 8.96
2025
b) Based on diluted EPS for the financial year ended March 31, 8.51 8.96
2025
3. Industry Peer Group P/E ratio
Industry P/E
Particulars
Highest 41.94
Lowest 37.80
Average 39.87
Notes:
a) The industry high and low has been considered from the industry peers set out in Part 6 of this chapter. The industry
composite has been calculated as the arithmetic average P/E of the industry peer set disclosed.
b) P/E Ratio has been computed based on the closing market price of equity shares on NSE on August 21, 2025 divided by the
diluted earnings per share.
c) All the financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the
audited financial statements of the relevant companies for Fiscal 2024, as available on the websites of the stock exchanges.
4. Return on Net Worth (RoNW):
Year ended RoNW(%) Weight
Financial Year ended on March 31, 2025 (Consolidated) 23.06% 3
Financial Year ended on March 31, 2024 (Standalone) 25.42% 2
Financial Year ended on March 31, 2023 (Standalone) 3.58% 1
Weighted Average 20.60%
Note:
a) RoNW is calculated as net profit after taxation and minority interest attributable to the equity shareholders of the Company
divided by shareholders' funds for that year. Shareholders' funds = Share capital + reserves & surplus - revaluation reserves
b) Networth is computed as the sum of the aggregate of paid up equity share capital, all reserves created out of the profits,
securities premium account received in respect of equity shares and debit or credit balance of profit and loss account. It may
be noted that equity component of financial instruments is excluded while calculating Networth of the Company.
c) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e (RoNW x Weight) for
each year/Total of weights.
5. Net Asset Value (NAV) per Equity Share (Post Bonus)
Particulars NAV per Share (₹)
As on March 31, 2023 (Standalone) 27.86
As on March 31, 2024 (Standalone) 37.36
As on March 31, 2025 (Consolidated) 63.81
Net Asset Value per Equity Share after the Issue 84.49
Issue price per equity shares 140
Note:
a) NAV (book value per share)= Total shareholders' funds divided by number of shares outstanding at the end of the year.
b) The figures disclosed above are based on the Restated Financial Statements of the company.
c) Net worth is computed as the sum of the aggregate of paid up equity share capital, all reserves created out of the profits,
securities premium account received in respect of equity shares and debit or credit balance of profit and loss account.
d) Issue Price per Equity Share will be determined by our company in consultation with the BRLM.
6. Comparison of Accounting Ratios with Industry Peers
The following peer group has been determined on the basis of companies listed on Indian stock exchanges, whose business profile
is comparable to our businesses:
97Total
Face NAV
P/E RoNW Income
Name of the Company CMP* EPS (₹) Value Per
Ratio* (%) (₹ in
(₹) Share
Lakhs)
Peer Group
Financial Year March 31, 2025 (Consolidated)
Jupiter Wagons Limited 343.25 9.08 10 37.80 13.81% 64.88 4,00,763.60
Titagarh Rail Systems Ltd 855 .10 20.39 2 41.94 11.07% 184.40 3,94,310.00
Our Company** 140.00 15.63 10 8.96 23.06% 63.81 19,266.26
*Source: All the financial information for listed industry peers mentioned above is sourced from the Annual Reports of the aforesaid
companies for the year ended March 31, 2025 and stock exchange data dated August 21, 2025 to compute the corresponding
financial ratios for the financial year ended March 31, 2025. The current market price and related figures are as on August 21,
2025.
1. P/E figures for the peers are based on closing market prices of equity shares on NSE on August 21, 2025 divided by the
Diluted EPS as at March 31, 2025.
2. Basic and Diluted EPS refers to the Basic and Diluted EPS sourced from the Annual Reports for FY 24-25 of the listed
peer companies.
3. Return on Net Worth (%) for listed industry peers has been computed based on the Net Profit After Tax for the year ended
March 31, 2025 divided by Total Equity as on March 31, 2025.
4. NAV per share for listed peers is computed as the Total Equity as on March 31, 2025 divided by the outstanding number
of equity shares as on March 31, 2025.
**The details shall be provided post the fixing of the price band by our Company at the stage of the prospectus or the filing of the
price band advertisement.
7. Key Performance Indicators
(Amount in Lakhs, except EPS, % and ratios)
Airfloa Rail Technology Limited
For the year For the year For the year
ended March 31, ended March 31, ended March 31,
Particulars
2025 2024 2023
Consolidated Standalone Standalone
Revenue from Operations 19,238.70 11,930.36 9,517.39
Growth in Revenue from Operations (%) 61.26% 25.35% -30.78%
Total Income 19,266.26 12,287.22 9,532.90
EBITDA 4,740.84 3,457.92 1,468.46
EBITDA Margin (%)* 24.61% 28.14% 15.40%
Net Profit for the Year/Period 2,554.76 1,423.28 149.36
PAT Margin (%) 13.28% 11.93% 1.57%
Return on Equity (%) 30.64% 29.13% 3.64%
Return on Capital Employed (%) 26.28% 26.42% 11.31%
Debt-Equity ratio 0.54 1.14 1.44
*notes
1.Revenue from Operations: This represents the income generated by the Company from its core operating operation. This gives information regarding the scale
of operations.
2.EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax for the year
and adding back interest cost, depreciation, and amortization expense.
3.EBITDA margin is calculated as EBITDA as a percentage of Total Income.
4.Profit for the year/period represents the restated profits of the Company after deducting all expenses.
5.PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
6.Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year/ period divided by average equity. Average
98equity is calculated as average of opening and closing balance of total equity (Shareholders’ funds) for the year.
7.Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective period/year. (Capital
employed calculated as the aggregate value of tangible net worth, total debt and deferred tax liability)
8.Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings. Total equity is the sum of share
capital and reserves & surplus.
Explanation for the Key Performance Indicators:
KPIs Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of our business and in turn
Operations helps assess the overall financial performance of our Company and size of our business.
Total Income Total Income is used by our management to obtain a comprehensive view of all income including revenue
from operations and other income
EBITDA EBITDA provides information regarding the operational efficiency of our business
EBITDA Margin EBITDA Margin is an indicator of the operational profitability and financial performance of our business.
Net Profit for the Net Profit for the year/period provides information regarding the overall profitability of our business
Year /
Period
Restated Profit Restated profit for the period / year Margin is the ratio of Restated profit for the period / year to the total
for the Period revenue of the Company. It provides information regarding the profitability of the business of our Company
/Year Margin as well as to compare against the historical performance of our business.
Return on Equity Return on Equity provides how efficiently our Company generates profits from shareholders’ funds.
(in %)
Return on Capital Return on Capital Employed provides how efficiently our Company generates earnings from the capital
Employed (in %) employed in our business.
Debt-Equity Debt- equity ratio is a gearing ratio which compares shareholder’s equity to company debt to assess our
Ratio (in times) company’s amount of leverage and financial stability.
Set forth the description of historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company.
For evaluation our business, we consider that the KPIs, as presented above, as additional measures to review and assess our financial
and operating performance. These KPIs have limitations as analytical tools and presentation of these KPIs should not be considered
in isolation or as a substitute for the Restated Financial Information.
Further, these KPIs may differ from the similar information used by other companies, including peer companies, and hence their
comparability may be limited. Although these KPIs are not a measure of performance calculated in accordance with applicable
accounting standards, our Company’s management believes that it provides an additional tool for investors to use our operating
results and trends and in comparing our financial results with other companies in our industry as it provides consistency and
comparability with past financial performance.
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99Comparison of our key performance indicators with listed industry peers for the Financial Years/ periods included in the Restated Financial Information:
(Amount in Lakhs, except EPS, % and ratios)
Airfloa Rail Technology Limited Jupiter Wagons Limited Titagarh Rail Systems Ltd
For the For the For the For the year For the year For the year For the year For the year
For the year
year ended year ended year ended ended ended ended ended ended
ended March
Particulars March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
31, 2025
2024 2023 2025 2024 2023 2025 2024 2023
Consolidated Standalone Standalone Consolidated Consolidated
Revenue from Operations 19,238.70 11,930.36 9,517.39 3,96,327.95 3,64,373.33 2,06,824.74 3,86,775.00 3,85,330.04 2,77,959.04
Growth in Revenue from Operations (%) 61.26% 25.35% -30.78% 8.77% 76.17% 75.52% 0.37% 38.63% 89.41%
Total Income 19,266.26 12,287.22 9,532.90 4,00,763.60 3,66,827.91 2,07,333.45 3,94,310.00 3,89,310.75 2,82,217.34
EBITDA 4,740.84 3,457.92 1,468.46 62,188.27 48,930.00 25,210.00 50,839.00 49,173.76 30,607.35
EBITDA Margin (%)* 24.61% 28.14% 15.40% 15.52% 13.39% 12.19% 12.89% 12.76% 11.01%
Net Profit for the Year/Period 2,554.76 1,423.28 149.36 38,027.06 33,101.74 12,067.51 27,492.00 28,614.16 12,571.63
PAT Margin (%) 13.28% 11.93% 1.57% 9.59% 9.08% 5.83% 7.11% 7.43% 4.52%
Return on Equity (%) 30.64% 29.13% 3.64% 17.40% 20.50% 15.40% 11.70% 17.99% 13.92%
Return on Capital Employed (%) 26.28% 26.42% 11.31% 18.65% 24.90% 21.60% 15.65% 19.42% 16.96%
Debt-Equity ratio 0.54 1.14 1.44 0.18 0.21 0.37 0.25 0.07 0.37
Source: All the information for listed industry peers mentioned above is on a consolidated basis unless standalone provided available on the website of the stock exchange.
Note:
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation. This gives information regarding the scale of operations. Other
Income is the income generated by the Company from its non core operations.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax for the year and adding back interest
cost, depreciation, and amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
4. Profit for the year represents the profits of the Company after deducting all expenses.
5. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue.
6. Net Worth is computed as Equity Share Capital plus Other Equity.
7. Return on Equity is calculated as Profit after tax, attributable to the owners of the Company for the year divided by average equity. Average equity is calculated as average of opening
and closing balance of total equity (Shareholders funds) for the year.
8. Return on capital employed calculated as Earnings before interest and taxes divided by capital employed as at the end of respective year. (Capital employed calculated as the aggregate
value of total equity, total debt and deferred tax liability).
9. Net Asset Value per Share is calculated as Net Worth divided by the total number of outstanding equity shares as at the respective date, adjusted for the effects of bonus issue.
10. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings. Total equity is the sum of share capital and reserves
& surplus.
1008. Weighted Average Cost of Acquisition (WACA), Floor Price and Cap Price
a) Price per share of the Company (as adjusted for corporate actions, including split, bonus issuances) based on primary
issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the ESOP Plans and issuance of
Equity Shares pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance
is equal to or more than 5% of the fully diluted paid-up share capital of the Company in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Primary Issuances”)
The Company has not issued any Equity Shares or convertible securities, during the 18 months preceding the date of this Prospectus,
where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based on the
pre-Issue capital before such transaction(s) and excluding ESOPs granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
Face Total Nature Adjusted
No. of
Date of value Consideration of no. of Nature of
Equity Issue Price (₹)
Allotment consider equity Allotment
Shares (₹) (₹) in lakhs
ation shares
01/08/202 4,99,318 10 300 1,497.95 Cash 14,97,954 Private Placement
4 /
Preferential Issue
09/08/202 44,000 10 300 132.00 Cash 1,32,000 Private Placement
4 /
Preferential Issue
04/12/202 8,48,000 10 125 1,060.00 Cash 8,48,000 Private Placement
4 /
Preferential Issue
Total 13,91,318 2,689.95 24,77,954
Weighted Average cost of acquisition per share 108.55
b) Price per share of the Company (as adjusted for corporate actions, including bonus issuances) based on secondary sale or
acquisition of equity shares or convertible securities (excluding gifts) or Promoters or members of the Promoter Group or
other shareholders with rights to nominate directors during the 18 months preceding the date of filing of the Prospectus,
where the acquisition or sale is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated
based on the pre-Issue capital before such transaction/s and excluding ESOPs granted but not vested), in a single transaction
or multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale / acquisitions of Equity Shares, where the promoters, members of the promoter group or
shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the transaction
(excluding gifts), during the 18 months preceding the date of this prospectus, where either acquisition or sale is equal to or more
than 5% of the fully diluted paid up share capital of the Company (calculated based on the pre-issue capital before such transaction/s
and excluding employee stock options granted but not vested), in a single transaction or multiple transactions combined together
over a span of rolling 30 days.
c) Price per share based on the last five primary or secondary transactions.
Since there are primary transactions of equity shares of our Company during the 18 months to report (a) , hence reporting under
Clause “C” shall not be applicable
d) Weighted average cost of acquisition, floor price and cap price:
Types of transactions Weighted average Floor Price [133] Cap Price [140]
cost of acquisition (₹
per Equity Share)
Weighted average cost of acquisition for last 108.55 1.23 times 1.29 times
18 months for primary / new issue of shares
(equity / convertible securities), excluding
shares issued under an employee stock option
plan/employee stock option scheme/ Stock
Appreciation Right Scheme and issuance of
bonus shares, during the 18 months preceding
the date of filing of this Prospectus, where
such issuance is equal to or more than five per
cent of the fully diluted paid-up share capital
101Types of transactions Weighted average Floor Price [133] Cap Price [140]
cost of acquisition (₹
per Equity Share)
of our Company (calculated based on the pre-
issue capital before such transaction/s and
excluding employee stock options/ Stock
Appreciation Right Scheme), in a single
transaction or multiple transactions combined
together over a span of rolling 30 days.
Weighted average cost of acquisition for last NA NA NA
18 months for secondary sale / acquisition of
shares equity / convertible securities), where
promoter / promoter group entities or Selling
Shareholder or shareholder(s) having the right
to nominate director(s) in our Board are a
party to the transaction (excluding gifts),
during the 18 months preceding the date of
filing of this Prospectus, where either
acquisition or sale is equal to or more than 5%
of the fully diluted paid-up share capital of
our Company (calculated based on the pre-
issue capital before such transaction(s) and
excluding employee stock options granted but
not vested), in a single transaction or multiple
transactions combined together over a span of
rolling 30 days.**
Since there were no primary or secondary NA NA NA
transactions of equity shares of our Company
during the 18 months preceding the date of
filing of this Prospectus, which are equal to or
more than 5% of the fully diluted paid-up
share capital of our Company, the information
has been disclosed for price per share of our
Company based on the last five secondary
transactions where promoter /promoter group
entities or Selling Shareholder or
shareholder(s) having the right to nominate
director(s) on our Board, are a party to the
transaction, not older than three years prior to
the date of filing of this Prospectus
irrespective of the size of the transaction.
9. The Issue Price is 14.0 times of the Face Value of the Equity Shares.
The Company in consultation with the Book Running Lead Manager believes that the Issue price of ₹ 140 per share for the Public
Issue is justified in view of the above parameters. The investors may also want to peruse the Risk Factors and Financials of the
Company including important profitability and return ratios, as set out in the Financial Statements included in this Prospectus to
have more informed view about the investment proposition. The Face Value of the Equity Shares is ₹ 10 per share and the Issue
Price is 14.0 times of the face value i.e. ₹ 140 per share.
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102STATEMENT OF SPECIAL TAX BENEFITS
To,
The Board of Directors
Airfloa Rail Technology Limited
Formerly known as – Airflow Equipments India Private Limited
9, Chelliamman Koil Street,
Keelkattalai
Chennai – 600 117
Sub: Proposed initial public offering of equity shares of ₹ 10 each (the “Equity Shares”) of Airfloa Rail Technology Limited
(Formerly known as Airfloa Rail Technology Private Limited and Airflow Equipments India Private Limited (the “Company” and
such offering, the “Issue”)
We report that the enclosed statement in Annexure A, states the possible special tax benefits available to the Company and to its
shareholders under the applicable tax laws presently in force in India including the Income Act, 1961 (‘Act’), as amended by the
Finance Act, 2025 i.e. applicable for AY 2025-26, and other direct tax laws presently in force in India. Several of these benefits are
dependent on the Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the statute. Hence,
the ability of the Company or its shareholders to derive the stated special tax benefits is dependent upon their fulfilling such
conditions, which based on business imperatives the Company faces in the future, the Company may or may not choose to fulfill.
The benefits discussed in the enclosed annexure are not exhaustive. This statement is only intended to provide general information
to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature
of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to
the specific tax implications arising out of their participation in the Issue. Neither are we suggesting nor advising the investor to
invest money based on this statement.
We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future; or
ii) the conditions prescribed for availing the benefits have been/would be met with.
The contents of the enclosed statement are based on information, explanations and representations obtained from the Company and
on the basis of our understanding of the business activities and operations of the Company.
The benefits discussed in the enclosed statement are not exhaustive nor are they conclusive. The contents stated in the annexure are
based on the information, explanations and representations obtained from the Company.
We hereby give consent to include this statement of tax benefits in the Prospectus and submission of this certificate as may be
necessary, to the SME Platform of BSE Limited where the Equity Shares are proposed to be listed (“Stock Exchange”) and the
Registrar of Companies, (“RoC”), SEBI or any regulatory authority and/or for the records to be maintained by the Lead Manager
in connection with the Issue and in accordance with applicable law.
Terms capitalised and not defined herein shall have the same meaning as ascribed to them in the Prospectus.
Your sincerely,
For Varadarajan & Co
Chartered Accountants
ICAI Firm Registration No.: 004515S
Sd/-
Partner: V. SADAGOPAN
Membership No: 022618
Place: Chennai
Date: 21/08/2025
UDIN- 25022618BMIPZM7983
Enclosed as above
103Annexure – A
CC:
Lead Manager to the Issue
GYR Capital Advisors Private Limited
428, Gala Empire, Near JB Tower,
Drive in Road, Thaltej,
Ahemdabad-380 054,
Gujarat, India.
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104ANNEXURE A TO THE STATEMENT OF TAX BENEFITS
The information provided below sets out the possible special tax benefits available to the Company and the Equity Shareholders
under the Income Tax Act 1961 presently in force in India. It is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of
an investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a direct
legal precedent or may have a different interpretation on the benefits, which an investor can avail.
YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAX IMPLICATIONS AND
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR PARTICULAR
SITUATION.
A. SPECIAL TAX BENEFITS TO THE COMPANY
Section 115BAA, as inserted vide The Taxation Laws (Amendment) Act, 2019, provides that domestic company can opt for a rate
of tax of 22% (plus applicable surcharge and education cess) for the financial year 2019-20 onwards, provided the total income of
the company is computed without claiming certain specified incentives/deductions or set-off of losses, depreciation etc. and
claiming depreciation determined in the prescribed manner. In case a company opts for section 115BAA, provisions of Minimum
Alternate Tax would not be applicable and earlier year MAT credit will not be available for set-off. The option needs to be
exercised on or before the due date of filing the tax return. Option once exercised, cannot be subsequently withdrawn for the same
or any other tax year.
The Company has represented to us that it has opted for section 115BAA for the assessment year 2025-26.
Apart from this, the Company is not entitled to any special tax benefits under the Act.
B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER
The Shareholders of the Company are not entitled to any special tax benefits under the Act.
Note:
All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where the shares are
held by joint holders.
The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law benefits or benefit
under any other law.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We
do not assume responsibility to update the views consequent to such changes. We do not assume responsibility to update the views
consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating to this assignment except to the
extent of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to any other person in respect of this statement.
105SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
The information in this section has been extracted from various websites and publicly available documents from various industry
sources. The data may have been re-classified by us for the purpose of presentation. None of the Company and any other person
connected with the Issue have independently verified this information. Industry sources and publications generally state that the
information contained therein has been obtained from believed to be reliable, but their accuracy, completeness and underlying
assumptions are not guaranteed and their reliability cannot be assured. Industry sources and publications are also prepared based
on information as of specific dates and may no longer be current or reflect current trends. Industry sources and publications may
also base their information on estimates, projection forecasts and assumptions that may prove to be incorrect. Accordingly, investors
should not place undue reliance on information.
Global Economy
Macroeconomic Environment
The global GDP is estimated to grow from USD 110.5 trillion
in 2024 to USD 137.8 trillion in 2029. Notably, there is a GROWTH PROJECTIONS
forecasted global GDP growth rate of 4.5% from 2024 to 2029
due to factors such as easing inflationary pressures and less
restrictive monetary policies, and an increase in household 5
income, private consumption and private investments. The
global economy continues to display clear signs of resilience 4
with moderate GDP growth despite persistent inflation, trade
tensions and geopolitical uncertainties. 3 4.3
3.3 3.7 3.9
Growth in the euro area is expected to decline slightly to 0.8 2 3.0
2.8
percent in 2025, before picking up modestly to 1.2 percent in
1.8
2026. Rising uncertainty and tariffs are key drivers of the 1 1.4 1.5
subdued growth in 2025. Offsetting forces that support the
modest pickup in 2026 include stronger consumption on the 0
back of rising real wages and a projected fiscal easing in 2024 2025 2026
Germany following major changes to its fiscal rule (the “debt
Global Economy
brake”). Within the region, Spain’s momentum contrasts with
Advances Economies
the sluggish dynamics elsewhere. The growth projection for
2025 for Spain is 2.5 percent, an upward revision of 0.2 Emerging Market and Developing
percentage point from that in the January 2025 WEO Update. Economies
This reflects a large carryover from better-than-expected
outturns in 2024 and reconstruction activity following floods. https://www.imf.org/en/Publications/WEO/Issues/2025/04/22
/world-economic-outlook-april-2025
The Middle East and Central Asia is projected to come out of
several years of subdued growth, with the rate accelerating from an estimated 2.4 percent in 2024 to 3.0 percent in 2025 and to 3.5
percent in 2026 as the effects of disruptions to oil pro duction and shipping dissipate and the impact of ongoing conflicts lessens.
Compared with that in January, the projection is revised downward, reflecting a more gradual resumption of oil production, persistent
spillovers from conflicts, and slower than-expected progress on structural reforms.
(Source: https://www.imf.org/en/Publications/WEO/Issues/2025/04/22/world-economic-outlook-april-2025)
World Economic Outlook Growth Projection
(Real GDP, annual percent change) ESTIMATE PROJECTION
2024 2025 2026
World Output 3.3 2.8 3.0
Advanced Economies 1.8 1.4 1.5
United States 2.8 1.8 1.7
Euro Area 0.9 0.8 1.2
Germany -0.2 0,0 0.9
France 1.1 0,6 1.0
Italy 0.7 0.4 0.8
Spain 3.2 2.5 1.8
Japan 0.1 0.6 0.6
106United Kingdom 1.1 1.1 1.4
Canada 1.5 1.4 1.6
Other Advanced Economies 2.2 1.8 2,0
Emerging Market and Developing Economies 4.3 3.7 3.9
Emerging and Developing Asia 5.3 4.5 4.6
China 5.0 4.0 4.0
India 6.5 6.2 6.3
Emerging and Developing Europe 3.4 2.1 2.1
Russia 4.1 1.5 0.9
Latin America and The Caribbean 2.4 2.0 2.4
Brazil 3.4 2.0 2.0
Mexico 1.5 -0.3 1.4
Middle East and Central Asia 2.4 3.0 3.5
Saudi Arabia 1.3 3.0 3.7
Sub-Saharam Africa 4.0 3.8 4.2
Nigeria 3.4 3.0 2.7
South Africa 0.6 1.0 1.3
Memorandum
Emerging Market and Middle-Income Economies 4.3 3.7 3.8
Low-Income Developing Countries 4.0 4.2 5.2
WORLD ECONOMIC OUTLOOK
Where inflation is proving more sticky, central banks are
moving more cautiously in the easing cycle while keeping a
close eye on activity and labour market indicators as well as
exchange rate movements. A few central banks are raising
rates, marking a point of divergence in monetary policy.
Global financial conditions remain largely accommodative,
again with some differentiation across jurisdictions.
Equities in advanced economies have rallied on expectations
of more business-friendly policies in the United States. In
emerging market and developing economies, equity valuations
have been more subdued, and a broad-based strengthening of
the US dollar, driven primarily by expectations of new tariffs
and higher interest rates in the United States, has kept financial
conditions tighter.
Economic policy uncertainty has increased sharply, especially
on the trade and fiscal fronts, with some differentiation across
countries. Expectations of policy shifts under newly elected
governments in 2024 have shaped financial market pricing in
recent months. Bouts of political instability in some Asian and
European countries have rattled markets and injected
additional uncertainty regarding stalled progress on fiscal and
structural policies. Geopolitical tensions, including those in the Source:https://www.imf.org/en/Publications/WEO/Issues/2025
Middle East, and global trade frictions remain elevated. /01/17/world-economic-outlook-update-january-2025
In the Middle East and Central Asia, growth is projected to
pick up, but less than expected in October. This mainly reflects a 1.3%-point downward revision to 2025 growth in Saudi Arabia,
mostly driven by the extension of OPEC+ production cuts. In Latin America and Caribbean, overall growth is projected to accelerate
slightly in 2025 to 2.5%, despite an expected slowdown in the largest economies of the region. Growth in sub-Saharan Africa is
expected to pick up in 2025, while it is forecast to slow down in emerging and developing Europe.
107INDIAN ECONOMY
Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy after it
recovered from the COVID-19 pandemic shock. Nominal GDP for FY25 is estimated at Rs. 33.10 lakh crore (US$ 3.8 trillion) with
growth rate of 9.9%, compared to Rs. 30.12 lakh crore (US$ 3.5 trillion) in FY24. Strong domestic demand for consumption and
investment, along with Government’s continued emphasis on capital expenditure are seen as among the key driver of the GDP in
the second half of FY25. In FY25, India’s exports stood at Rs. 37.31 lakh crore (US$ 433.56 billion), with Engineering Goods
(26.88%), Petroleum Products (13.86%) and electronic goods (8.89%) being the top three exported commodity. Rising employment
and increasing private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.
India's Gross Domestic Production
(in Us billion)
5584.5
6000 5069.5
4601.2
5000 4187
3909.1
3638.5
4000 3167.3 3346.1
3000
2000
1000
0
2021 2022 2023 2024 2025 2026P 2027P 2028P
According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non-farm
jobs from 2023 to 2030 in order to increase productivity and economic growth. The net employment rate needs to grow by 1.5% per
annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time periods. The Current Account Deficit (CAD) stood
at Rs. 98,095 crore (US$ 11.5 billion) for Q3 of FY25 as compared to Rs. 88,712 crore (US$ 10.4 billion) in Q3 of FY24. This was
largely due to increase in merchandise trade deficit.
Exports fared remarkably well during the pandemic and aided recovery when all other growth engines were losing steam in terms
of their contribution to GDP. Going forward, the contribution of merchandise exports may waver as several of India’s trade partners
witness an economic slowdown. According to Minister of Commerce and Industry, Consumer Affairs, Food and Public Distribution
and Textiles Mr. Piyush Goyal, Indian exports are expected to reach US$ 1 trillion by 2030.
(Source: https://www.ibef.org/economy/indian-economy-overview& https://www.imf.org/external/datamapper/profile/IND)
With the announcement of the implementation of the recommendations of the Eighth Pay Commission, which will be in effect from
FY27, there is a possibility that the momentum towards achieving fiscal consolidation targets may be delayed. The fiscal deficit and
debt targets, as per the GOI’s 2018 amended FRBMA, are 3% and 40% of GDP, respectively. However, achievement of both of
these targets is likely to be delayed because of the additional pressure on revenue expenditures due to revised salaries and pensions
of government employees. A similar impact would also be felt by the states.
In FY26, the main fiscal policy intervention required would be an attempt to restore infrastructure expansion momentum to support
real GDP growth. There would be some positive movement on fiscal consolidation both in FY25 and FY26. Some other changes in
FISCAL DEFICIT IN RELATION TO GDP(%)
10 9.2
9
8
6.7
6.4
7
5.6
6
4.7 4.8
5 4.4 4.3 4.2
3.5 3.4
4
3
2
1
0
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY27P FY28P
108the FY26 budget may relate to the revision of import tariffs and some rationalization of personal income tax rate and its deduction
structure.
In the medium-term, in view of the impact of Eighth Pay Commission recommendations, the path of fiscal consolidation would lose
momentum. We consider that, in the medium-term, real GDP growth can still be maintained at 6.5% and nominal GDP growth at
10.5% with some inter-year variations. A combination of slower nominal GDP growth in FY24 and FY25 and pressure on the INR
may push the US$5 trillion Indian economy milestone from FY28 to FY30. To address this, nominal GDP growth must recover to
at least 10.5% beyond FY25, and INR depreciation against the US$ must be moderated.
(Source:https://www.ey.com/en_in/insights/tax/economy-watch/why-budget-2025-should-focus-on-restoring-india-s-capex-
growth-momentum)
Trend in Capital Expenditure
Capital expenditure is the money spent by the government on the development of machinery, equipment, building, health facilities,
education, etc. It also includes the expenditure incurred on acquiring fixed assets like land and investment by the government that
gives profits or dividend in future.
Capital expenditure, which leads to the creation of assets are long-term in nature and allow the economy to generate revenue for
many years by adding or improving production facilities and boosting operational efficiency. It also increases labour participation,
takes stock of the economy and raises its capacity to produce more in future.
20 20
15.5
15 13.2 15
12.5
4.3
10.5
3.0
3.0
10 10
3.1
11.2
5 9.5 10.2 5
7.4
0 0
2022-23 2023-24 2024-25 (RE) 2025-26 (BE)
Capital Expenditure Grant in Aid for Creation of Capital Assets
Effective Capital Expenditure
(Source: https://www.indiabudget.gov.in/doc/bh1.pdf)
Foreign Exchange Reserves
India’s total foreign exchange reserves stood at USD 688.13 billion as on April 25, 2025, reflecting a stable and healthy external
sector position. The reserves almost rose by $11.83 billion in a month. As of April 4, 2025, India’s foreign exchange reserves stood
at $676.3 billion, per the PIB press release.
As of April 25, 2025, India's forex reserves of USD 688.13 billion reflect sound macroeconomic fundamentals and robust reserve
management on the part of the RBI. The position of having such elevated reserves indicates the health of India's external sector,
reflected in the presence of a controllable current account register, capital inflows that are unaffected and a recovering export
performance. It is also a sign of India's greater monetary resilience, that is, a substantial buffer for the central bank to use for
interventions in the currency market, if necessary. This serves to stabilize the rupee under conditions of global volatility.
A strong forex reserve position provides better trade resilience as forex reserves stand above 10 months of imports and help to
protect against external shocks. "It attracts foreign investment as it lends confidence and is a hedge against sovereign risk premiums.
It supports inflation management as the Reserve Bank of India can intervene in the forex market to limit imported inflation,
especially from spikes in oil prices as well as commodity prices.
Road ahead for the Indian Economy
109India's economic story during the first half of the current financial year highlighted the unwavering support the government gave to
its capital expenditure, which, in 2023-24, stood 37.4% higher than the same period last year. In the budget of 2023-24, capital
expenditure took lead by steeply increasing the capital expenditure outlay by 37.4 % in BE 2023-24 to Rs.10 lakh crore (US$ 120.12
billion) over Rs. 7.28 lakh crore (US$ 87.45 billion) in RE 2022-23. The ratio of revenue expenditure to capital outlay increased by
1.2% in the current year, signalling a clear change in favour of higher-quality spending. Stronger revenue generation because of
improved tax compliance, increased profitability of the company, and increasing economic activity also contributed to rising capital
spending levels. In February 2024, the Finance Ministry announced the total expenditure in Interim 2024-25 estimated at Rs.
47,65,768 crore (US$ 571.64 billion) of which total capital expenditure is Rs. 11,11,111 crore (US$ 133.27 billion).
Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-over-year
(YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With a reduction in port
congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already reflects the impact. In
September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 2022. With a proactive set of administrative
actions by the government, flexible monetary policy, and a softening of global commodity prices and supply-chain bottlenecks,
inflationary pressures in India look to be on the decline overall.
Source: https://www.ibef.org/economy/indian-economy-overview
Indian Railway Industry
Overview
The Indian railway system is regarded as the foundation and lifeblood of the economy. Indian railways span thousands of
kilometres practically covering the entire nation, making it the fourth largest in the world after the US, China, and Russia. The
Railways Board, which has a monopoly over the provision of rail services in India, oversees overseeing the whole infrastructure.
Due to its low cost and effective operations, railways continue to be the most popular means of transportation for most Indians when
travelling long distances. India's railway network is recognised as one of the largest railway systems in the world under single
management. The railway network is also ideal for long-distance travel and movement of bulk commodities, apart from being an
energy-efficient and economic mode of conveyance and transport. Indian Railways is the preferred carrier of automobiles in the
country.
The government of India has focused on investing in railway infrastructure by making investor-friendly policies. It has moved
quickly to enable Foreign Direct Investment (FDI) in railways to improve infrastructure for freight and high-speed trains. At present,
several domestic and foreign companies are also looking to invest in Indian rail projects. Indian railways launched Semi-high-speed
self-propelled trains that have ultra-modern features like quick acceleration, a substantial reduction in travel time, a maximum speed
of 160 kmph, on-board infotainment and GPS-based passenger information system, automatic sliding doors, retractable footsteps
and Zero discharge vacuum bio-toilets, CCTV cameras etc. and other contemporary features as per global standards. According to
Indian Railways 2023 book, Indian railways plan to market semi-high-speed ‘Vande Bharat’ trains by 2025-26 to European, South
American, and East Asian markets for exporting 'Made in India' trains.
1. World’s 4th largest rail network
Indian Railways runs 13,523 passenger trains and 9,146 freight trains daily on its network with passenger trains running at an average
speed of 50.6 kmph and freight trains at 24 kmph.
2. Growing Public-Private Partnership (PPP)
Indian Railways is exploring a new public-private partnership (PPP) model to attract private investment to re-develop railway
stations. Under this model, investors would receive up to 40% of the total project cost as viability-gap funding (VGF) and be
allowed to use the space above platforms and tracks commercially.
Under the hybrid PPP model, bids will be chosen based on the quantum of VGF support required by the private investor. The private
developer will be allowed to develop air space to generate additional revenue through commercial activities, including the lease
of office space, development of entertainment and recreational facilities, hospitality services, malls and even healthcare
facilities.
3. Growth Initiatives
110Under the Interim Budget 2024-25, the government allocated US$ 30.3 billion (Rs. 2.52 lakh crore) to the Ministry of Railways. In
2024-25 Indian railways is planning to Create three important railway routes for moving energy, minerals, and cement
efficiently; connecting ports better; and improving busy traffic routes.
The Bairabi-Sairang project aims to create an additional 51.38 km of railway track in northeast India. ▪ Indian Railways launched a
new tourism product i.e. theme-based tourist circuit train – ‘Bharat Gaurav’ to showcase India’s rich cultural heritage and
magnificent historical places. In March 2024, Prime Minister Mr. Narendra Modi inaugurated infrastructure projects worth Rs.
15,400 crore (US$ 1.84 billion) in Kolkata, including India’s first underwater metro system, to improve connectivity in West
Bengal.
4. Modernisation/Technology Upgradation
Prime Minister, Mr. Narendra Modi inaugurated a significant expansion of India's rail network by introducing 10 new Vande Bharat
trains, bringing the total count to over 50 trains covering 45 routes nationwide. Ultra-modern Tejas trains have been introduced
on the LHB platform with sleeper coaches over Indian Railways.
Factors affecting the growth in the Indian Railways
1. Growing Demand
The government announced 5,000 km of Metro rail network by 2047 in 100 cities. In 2024-2025, the goal is to upgrade 40,000
conventional rail bogies to meet the ‘Vande Bharat’ standards. In 2023-24, traffic revenue is estimated to be Rs. 2,64,600 crore
(US$ 32.18 billion), comprising 99.8% of the total revenue.
2. Opportunities
In FY23, One Station One Product scheme was launched to provide opportunities for enhanced livelihood through skill development
through provision of sale outlets at railway stations across India. Indian Railways witnessed surge in summer travel demand by
operating a record-breaking 9,111 trips during the 2024 season, a significant increase from the 6,369 trips in 2022-23, marking
a 43% rise.
3. Policy support
Taking cognizance of its significance in overall infrastructural development, the NIP envisages an investment in Indian Railways
worth Rs. 11.43 lakh crore (US$ 138 billion) till 2024-25. Railway Development Authority is spreading the redevelopment of
60 railway stations across India on a PPP Model.
4. Higher investment
Foreign Direct Investment (FDI) inflows in railway-related components stood at US$ 1.40 billion from April -December 2023. The
government has laid an ambitious target to allocate US$ 1.4 trillion between 2019 and 2023, including investment to the tune
of US$ 750 billion on the railway infrastructure by 2030.
Strong revenue growth for Indian railways
The Indian Railways completed total revenue of Rs. 2.40 lakh crore (US$ 28.75 billion) by the end of FY24. Indian railways achieved
track laying of 5100 Km in FY24.
For FY24:
111➢ Freight revenue is estimated to be Rs. 1,79,500 crore (US$ 21.83 billion) which is 68% of the traffic revenue.
➢ The passenger revenue is estimated to be Rs. 70,000 crore (US$ 8.51 billion), an increase of 9% in 2022-23.
Vision 2024 has been envisaged to achieve targets of 2024 MT freight loading by 2024. Indian Railways has planned to install 1000
MW of solar power plants and about 200 MW of wind plants by 2022-23. Out of this, about 204.82 MW (101.42 MW solar and
103.4MW wind power) of renewable power has already been set up. Indian Railways electrified 6,577 Route Kilometres (RKMs)
in CY 2023, bringing the total broad-gauge network electrification to 93.83% of the total (65,556 RKMs).
Gross Revenue Trends (US$ billions)
35
28.75
30
26.71
25.69 25.02 24.64 25.56 24.78 24.67
25
20 18.1
15
10
5
0
FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24
Gross Revenue Trends (US$ billions)
Segment-wise revenue growth for Indian Railways
Passenger Earnings (in US$ billion)
9
7.55 7.64
8 7.25
6.9 6.76 6.9
7
6
4.98
5
4
3
1.97
2
1
0
FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23
Passenger Earnings (in US$ billion)
During FY23, the total passenger revenue stood at US$ 7.64 billion, compared to US$ 4.98 billion achieved during the same period
last year. During the period April 1- January 31, 2023, the revenue generated from the reserved passenger segment stood at US$ 5.1
billion and revenue from the unreserved passenger segment stood at US$ 1.4 billion. On a cumulative basis from April-January
2024, railways freight earnings stood at US$ 16.9 billion against US$ 16.3 billion over last year, an improvement of 4% compared
to last year.
112Earnings from Freight (in US$ billions)
25
19.56
20 18.16 18.23 18.55
16.68 15.55 16.1 15.35
15
10
5
0
FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23
Earnings from Freight (in US$ billions)
“Hungry For Cargo”, IR has made sustained efforts to improve the ease of doing business and improve the service delivery at
competitive prices, resulting in new traffic coming to railways from both conventional and non-conventional commodity streams.
The customer-centric approach and work of Business Development Units backed up by agile policymaking helped Railways towards
this landmark achievement.
Rising export of railway sector
Indian Railways plans to market semi-high-speed ‘Vande Bharat’ trains by 2025-26, aiming to cover 10-12 lakh kilometres on 75
trains in three years. Indian Railways will target European, South American, and East Asian markets for exporting 'Made in India'
trains. India’s export of railways grew at and reached US$ 1,249.38 million in FY22 as compared to US$ 633.27 million in FY21.
Export of Railways (in US$ millions)
1400 1249.38
1200
1000
800 633.27
600 414.53 439.79 511.63
400
200
0
FY 18 FY 19 FY 20 FY 21 FY 22
Export of Railways (in US$ millions)
ICF (Integrated Coach Factory) of Indian Railways has exported more than 650 rail coaches, shells, and other components
manufactured in Chennai based unit during the last few years (till 2022) to 14 countries, including Thailand, Burma, Taiwan,
Philippines, Tanzania, Uganda, Vietnam, Nigeria, Bangladesh, Mozambique, Malaysia, Angola and Sri Lanka. ICF has also
exported one rake of 1600HP DEMU against the order of two rakes of 1600HP DEMU to neighbouring Nepal railways. 2 DEMU
rakes and 160 mainline coaches are also likely to be exported by the ICF to Sri Lanka apart from manufacturing coaches for various
high-sped trains on the LHB technology.
Investments/Developments
Following is some of the major investments and developments in India’s railways sector:
➢ Prime Minister, Mr. Narendra Modi lays the foundation stone and dedicates to the nation multiple developmental projects worth
over Rs. 1.06 lakh crore (US$ 12.8 billion) in Ahmedabad, Gujarat.
➢ Prime Minister, Mr. Narendra Modi, rides the underwater metro and launches Rs. 15,400 crore (US$ 1.8 billion) projects in
Kolkata for better connectivity.
➢ In 2024-25, railways’ capital expenditure is targeted at US$ 30.33 billion (Rs. 2.52 lakh crore).
113➢ As of January 31,2024, 41 trains of the Vande Bharat service are running on the Indian Railways, linking states with a Broad
Gauge (B.G.) electrified network.
➢ In October 2023, it was reported that, India’s investments in infrastructure will rise to Rs. 143 trillion (US$ 1.71 trillion) between
the financial years 2024 and 2030, as per analytics firm CRISIL.
➢ With a view to improve rail connectivity and ease travel for commuters, the Union Cabinet approved seven projects for the
Ministry of Railways in August 2023 at a cost of around Rs. 32,500 crore (US$ 3.93 billion). Spanning 35 districts in nine
States - Uttar Pradesh, Bihar, Telangana, Andhra Pradesh, Maharashtra, Gujarat, Odisha, Jharkhand, and West Bengal, the
projects will add 2,339 km to the existing network.
➢ In June 2023, IRCON (formerly Indian Railways Construction Company Limited) signed a memorandum of understanding
(MoU) with the National Investment and Infrastructure Fund Limited and Ayana Renewable Power Limited. This partnership
will consider suitable opportunities for solar energy production for the Indian Railways as they intend to increase the share of
renewables in their overall energy mix.
➢ In FY23, Northwestern Railway registered the highest growth in freight earnings at Rs. 6,839.93 crore (US$ 832.39 million),
which is 30.82% higher than last year’s earnings of Rs. 5,228.13 crore (US$ 636.3 million). Freight loading also increased to
32.69 million tonnes, which is 10.07% higher than last year’s loading of 29.70 million tonnes.
➢ One major development is the launch of the “Vande Bharat Express “, India’s first semi-high-speed train. This train, which can
reach speeds of up to 160 km/h, has been manufactured indigenously by the Indian Railways’ Integral Coach Factory. It features
several modern amenities such as onboard Wi-Fi, GPS-based passenger information system, and CCTV cameras.
➢ The focus on increasing the use of technology to improve safety and efficiency. This includes the use of CCTV cameras in
trains and at stations, the implementation of an Automatic Train Protection (ATP) system to prevent collisions, and the use of
GPS-based systems for real-time tracking of trains.
➢ Indian Railways is also working on upgrading its infrastructure, with a focus on electrification of lines, the construction of new
lines, and the redevelopment of existing stations. The government has also announced plans to invest in high-speed trains, such
as the Mumbai-Ahmedabad High-Speed Rail project, which is being implemented with the assistance of Japan.
➢ Revenue growth has been strong over the years. Indian Railways’ revenue reached US$ 5.21 billion in the third quarter of FY23.
➢ The total passenger revenue stood at US$ 8.51 billion during 2022-23.
➢ In FY24 (until July) passenger traffic stood at 8.51 billion.
➢ In FY24 total revenue from traffic is estimated to be Rs. 2,64,600 crore (US$ 32.18 billion), which comprises 99.8% of the total
revenue.
➢ Foreign Direct Investment (FDI) inflows in railway-related components stood at US$ 1.40 billion from April -December 2023.
➢ In the case of freight earnings, it experienced a year-on-year growth of 20.84%. It stood at US$ 18.55 billion in FY22 as
compared to FY21 which was at US$ 15.35 billion.
➢ Freight remains the key revenue-earning segment for Indian Railways, accounting for 75.2% of the total revenue in FY22,
followed by the passenger segment.
➢ Indian Railways aims to achieve 100% electrification of all broad-gauge routes by 2023.
➢ In July 2021, the South-Central Railway zone announced infrastructure development by doubling the maximum permissible
speed to 100 km per hour on the Godavari Bridge. The initiative gave a major boost to the Indian Railways on infrastructure
modernisation.
➢ Since the launch of first ‘Kisan Rail’ service on August 7, 2020, the Indian Railways have operated a total of 1,040 Kisan Rail
services by transporting ~3.38 lakh tonnes of consignment across 72 routes in the country until July 30, 2021.
➢ The Indian Railways is likely to deliver 58 supercritical as well as 68 critical projects worth more than Rs.1,15,000 crore (US$
15.44 billion) in the next few years. 29 supercritical projects—spanning 1,044 km and costing Rs. 11,588 crore (US$ 1.5
billion)—have been commissioned. Four projects worth Rs. 1,408 crore (US$ 189.05 million) have been completed and the
remaining projects are targeted for completion by March 2024.
➢ On July 25, 2021, the Indian Railways Station Development Corporation (IRSDC), a nodal agency of the Ministry of Railways
spearheading the re-development of railway stations across the country, claimed that the two railway stations will be
redeveloped at an indicative cost of Rs. 1,285 crore (US$ 172.54 million) in four years.
➢ The Indian Railways has decided to undertake electrification of Broad Gauge (BG) rail lines in a mission mode and is likely to
complete the process by 2023-24. Indian Railways electrified 58,812 Route Kilometres (RKMs) till March 31, 2023, which is
about 90% of the total broad-gauge network (65,300 RKMs) of Indian Railways. About Rs. 21,000 crore (US$ 2.8 billion) is
estimated to be spent on electrification of the remaining BG routes.
➢ In January 2021, Hyundai Motor India Ltd. (HMIL) announced that it has exported 125 cars to Nepal via the Indian Railways.
The export is claimed to be eco-friendly and the first-ever by the company. With this step, the company is aiming to reduce its
carbon footprint by 20,260 tonnes.
➢ The Indian Railways completed eight major capacity enhancement projects by taking advantage of the coronavirus lockdown.
These projects included three supercritical projects with a combined length of 68km, three critical projects with a combined
length of 45km, upgradation of the entire 389km railway line from Jhajha in Bihar to Pandit Deen Dayal Upadhyaya Junction
in Uttar Pradesh and a new 82km port connectivity line to Paradip.
➢ As a part of the Railways’ plans to upgrade its network, the Ministry announced that all non-AC sleeper coaches will be replaced
by AC coaches for trains running >130 kmph. This move has been taken as a technical necessity for high-speed trains with the
bonus of improving the passenger experience.
114Road Ahead
Indian Railway network is growing at a healthy rate. In the next five years, the Indian railway market is expected to be the third
largest, accounting for 10% of the global market. The government has announced two key initiatives for seeking private investments-
running passenger trains by private operators across the railways network and redevelopment of railway stations across the country.
According to Indian Railways, these projects have the potential of bringing an investment of over US$ 7.5 billion in the next five
years. Introducing 3,000 new trains over the next four to five years to increase the current passenger capacity of the railways from
800 crore to 1,000 crore, with a focus on meeting the needs of the expanding population.
‘Adarsh’ Station Scheme has been started in 2009-10 and presently, railway stations are upgraded/modernised based on identified
need of providing better-enhanced passenger amenities at stations. Under the scheme, 1253 stations have been identified for
development, out of which 1215 stations so far have been developed. Indian Railways is also looking at other areas of revenue
generation such as the following: a) Change in composition of coaches so that it can push the more profitable AC coach travel; b)
Additional revenue streams by monetising traffic on its digital booking IRCTC; and c) Disinvesting IRCTC. The Indian Railway
launched the National Rail Plan, Vision 2024, to accelerate implementation of critical projects, such as multitrack congested routes,
achieve 100% electrification, upgrade the speed to 160 kmph on Delhi-Howrah and Delhi-Mumbai routes, upgrade the speed to 130
kmph on all other golden quadrilateral-golden diagonal (GQ/GD) routes and eliminate all level crossings on the GQ/GD route, by
2024.
(Source: https://www.ibef.org/industry/indian-railways )
115OUR BUSINESS
Some of the information in the following section, especially information with respect to our plans and strategies, contain certain
forward-looking statements that involve risks and uncertainties. You should read “Forward Looking Statements” on page 22 of
this Prospectus for a discussion of the risks and uncertainties related to those statements. Our actual results may differ materially
from those expressed in or implied by these forward-looking statements. Our Company’s strength and its ability to successfully
implement its business strategies may be affected by various factors that have an influence on its operations, or on the industry
segment in which our Company operates, which may have been disclosed in “Risk Factors” on page 33. This section should be
read in conjunction with such risk factors.
Unless otherwise stated, or the context otherwise requires, the financial information used in this section is derived from our
“Restated Financial Information”, included in this Prospectus on Page 180.
Overview
We are engaged in the manufacturing of components which are used in the rolling stock for the Indian Railways through railway
production units like Integral Coach Factory (“ICF”), other coach factories. In addition to manufacturing the rolling stock
components, we carry out turnkey interior furnishing projects for Indian Railways. In the aerospace and defence sectors, we
manufacture intricate, highly engineered, and vital components. Along with Indian Railways through ICF and other coach factories,
we also serve other Rails factories, and global rolling stock OEMs.
We have manufactured rolling stock components and implemented turnkey interior furnishing projects for Sri Lankan DEMU and
Mainline Export Coaches, Agra-Kanpur Metro Coach, RRTS Coach, Vistadome Coach and Train-18 Vande Bharat Express.
Our Company has been in operation for over 20 years, and we have extensive expertise as a reliable supplier of high-precision forged
and machined components for the rolling stock, aerospace, and defence industries, as well as undertaking turnkey interior furnishing
projects in railways.
The Company has demonstrated consistent financial performance over the last three financial years, reflecting operational stability
and growth. For the Financial Year 2025, the Company reported a consolidated revenue from operations of ₹ 19,238.70 lakhs and
total income of ₹19,266.26 lakhs, indicating a significant growth trajectory compared to ₹11,930.36 lakhs in revenue and income,
respectively, in FY 2023-24. The Company recorded an EBITDA of ₹4,740.84 lakhs in FY 2024-25, with an EBITDA margin of
24.61%, compared to ₹3,457.92 lakhs and an EBITDA margin of 28.14% in FY 2023-24. The restated profit after tax stood at
₹2,554.76 lakhs in FY 2024-25, representing a PAT margin of 13.28%.
116Our in-house competencies include engineering, design, tooling, material development, finishing, and assembly, with the focus on
continuously improving production and quality processes. We believe that our process design abilities and several years of
manufacturing high-precision forged and machined components enable us to develop high-quality and cost-effective solutions for
the demanding applications of Indian Railways, global railways OEMS and OEMs in aerospace and defence sector which makes us
a strategic and reliable partner.
The qualification procedure imposed by Indian Railways through ICF, other coach factories, global railway OEMs, and PSUs has a
considerable entry barrier due to its lengthy and stringent qualification process. The vendor must complete distinct qualification
procedures for every component they provide. New vendors go through a rigorous qualifying procedure that involves technical
assessments, registration, and product evaluations. With an extensive experience as an approved supplier of highly complex forged
and machined rolling stock components as well as critical components in the aerospace and defence industries, we are a qualified
and established supplier to ICF, PSUs and other global railway OEMs operating in a highly regulated market. Consistent and
repeated contracts from our customers shows that we are a reliable and preferred supplier.
As a reliable manufacturer and supplier to railways, aerospace and defence which are highly regulated industries, we enjoy repeated
business, which gives us a stable customer base and strong visibility on long-term revenue. As on August 28, 2025, our work order
is worth at ₹ 37,588.65 lakhs. Further, we believe that our long-term relationships with our clients and a deep understanding of their
requirements will assist us in expanding our product offerings in rolling stocks and its components. We have two advanced
manufacturing facilities in Chennai, India capable of producing high precision forged and machined components.
With a strong promoter and management team boasting over more than two decades of experience in the Railway OEM industry,
our Company benefits from deep industry knowledge and strategic leadership, enhancing our ability to innovate, navigate market
dynamics, and build strong client relationships. Our Promoters i.e., Mr. Venkatesan Dakshinamoorthy and Mr. Manikandan Dakshna
Moorthy helped in expanding our product lines and our operations within our industry. We believe our qualified and committed
management team also empowers us to seize market prospects, originate and implement business plans, manage customer prospects,
and evolve to changing market conditions.
Financial and Operational Metrics
Financial Metrics
Set our below are some of our key financial and operational metrics which we use to analyse our business:
(in ₹ lakhs, unless stated otherwise)
Fiscal 2025 Fiscal 2024 Fiscal 2023
Performance
Consolidated Standalone Standalone
19,238.70 11,930.36 9,517.39
Revenue from operations
Growth in revenue from operations (%) 61.26% 25.35% -30.78
Total Income 19,266.26 12,287.22 9,532.90
EBITDA 4,740.84 3,457.92 1,468.46
EBITDA Margin (%) 24.61% 28.14% 15.40%
Profit for the year 2,554.76 1,423.28 149.36
PAT Margin (%) 13.28% 11.93% 1.57%
Return on Equity (RoE) (%) 30.64% 29.13% 3.64%
Return on capital employed (RoCE) (%) 26.28% 26.42% 11.31%
Debt- Equity Ratio 0.54 1.14 1.44
* Notes
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation. This gives
information regarding the scale of operations. Other Income is the income generated by the Company from its non-core operations.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining
the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
1174. Profit for the year represents the restated profits of the Company after deducting all expenses.
5. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
6. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year divided by
average equity. Average equity is calculated as average of opening and closing balance of total equity (Shareholders’ funds) for
the year.
7. Return on capital employed calculated as Earnings before interest (excluding lease liabilities and other borrowing cost) and
taxes divided by capital employed as at the end of respective year. (Capital employed calculated as the aggregate value of tangible
net worth, total debt and deferred tax liability)
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings.
Total equity is the sum of share capital and reserves & surplus.
Operating Metrics
The following table sets forth certain of our operating metrics for the periods indicated:
Particulars As at and for the As at and for the As at and for the
Financial Year ended Financial Year ended Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
82.48% 77.52% 86.21%
Customer concentration (Top 5) (1) * (in %)
92.53% 95.06%
Customer concentration (Top 10) (2) * (in 91.94%
%)
Trade Receivable Days (3) (in days) 218 230 217
Trade Payable Days (4) (in days) 154 281 260
Inventory Days (5) (in days) 158 237 265
Cash Conversion cycle (6) (in days) 222 186 222
Notes:
(1) Customer concentration (Top5) % indicates total revenue from top five customers in terms of descending order of revenue
generation for a year shown as percent of revenue from operations for that year.
(2) Customer concentration (Top 10) % indicates total revenue from top ten customers in terms of descending order of revenue
generation for a year shown as percent of revenue from operations for that year.
(3) Trade Payable Days is calculated as Average Trade Payables divided by Total Credit Purchases (Purchases, Direct Expenses,
and Other Expenses) multiplied by 365 for fiscal years.
(4) Trade Payable Days is calculated as average trade payables divided by revenue from operations multiplied by 365 for Fiscal
years.
(5) Inventory Days is calculated as average inventory divided by COGS (Cost of goods sold) multiplied by 365 for Fiscal years.
(6) Cash conversion cycle is calculated Days of inventory outstanding plus days of receivables outstanding minus days payables
outstanding.
Product Categories
Our diversified product ranges across Indian Railways, aerospace and defence. Details of key products manufactured by us are set
out below:
1. Vanda Bharat - T18
118We play a vital role in its success by supplying the following essential components:
• Seating Options: Premium executive seats and ergonomic economic seats, designed for luxury and comfort.
• Climate Control: Advanced air conditioning systems ensuring a pleasant journey in any weather.
• Safety Features: Cutting-edge operational systems for precision and passenger security.
• Passenger Amenities: Automated doors, hygienic restrooms, and spacious luggage storage for convenience.
• Interior Design: Robust materials paired with large windows to maximize durability and natural light.
Through these contributions, we enhance the Vande Bharat train’s performance and passenger experience, cementing its status
as a benchmark in modern railway travel.
2. Cape Gauge Passenger Coaches (Mozambique)
The Cape Gauge Passenger Coaches, designed for Mozambique's railway system, prioritize reliability, safety, and passenger
comfort.
119We contribute to these coaches by supplying the following key components:
• Seating Options: Comfortable passenger seats, including economic and restaurant seats, tailored for long journeys.
• Climate Control: Efficient air conditioning systems with ducts to ensure a comfortable environment.
• Safety Features: Smoke and heat detection systems, along with modular toilets, enhancing passenger security.
• Passenger Amenities: Interior doors, end wall doors, and spacious luggage racks for ease of travel.
• Interior Design: Durable FRP panels, modern lighting, and large coach windows for a bright and welcoming
atmosphere.
Our components enhance the functionality and passenger experience of these coaches, making them a reliable choice for
Mozambique’s rail network.
3. Agar Kanpur Metro
The Agar Kanpur Metro is a contemporary urban transit system designed for efficiency, safety, and passenger convenience in
Kanpur's bustling cityscape.
120We contribute to its functionality by supplying the following key components:
• Interior Design: Durable sidewall panels and windows, ensuring a bright and spacious environment for commuters.
• Passenger Accessibility: Well-designed sidewall panels and windows that enhance visibility and ease of movement.
• Structural Integrity: Robust sidewall panels that provide structural support while maintaining a sleek aesthetic.
Our components ensure the Agar Kanpur Metro delivers a reliable and comfortable travel experience, supporting the city’s
urban mobility needs.
4. AC EMU
The AC EMU, designed for efficient urban commuting, ensures safety, comfort, and reliability for daily passengers.
We contribute to its performance by supplying the following key components:
• Seating Options: Ergonomic seats designed for comfort during short and medium-length journeys.
• Passenger Accessibility: Sturdy handles and endwall doors, facilitating safe and easy movement within the train.
• Interior Design: Durable windows and tubular partition frames, enhancing visibility and structural integrity.
Our components ensure the AC EMU provides a dependable and comfortable travel experience, meeting the demands of urban
transit systems.
5. RRTS Metro
The RRTS Metro, designed for rapid regional connectivity, ensures efficiency, safety, and passenger comfort across urban
corridors.
121We contribute to its functionality by supplying the following key components:
• Seating Options: Comfortable seats, including driver and co-driver seats, designed for ergonomic support.
• Passenger Accessibility: Automatic doors and cab-to-saloon doors, facilitating seamless movement within the train.
• Storage Solutions: Spacious luggage racks and multi-tier luggage racks for convenient baggage storage.
Our components enhance the RRTS Metro’s performance and passenger experience, making it an ideal solution for high-
speed regional travel.
6. Kolkata Metro
The Kolkata Metro, a vital part of the city’s transit system, ensures efficiency, safety, and passenger comfort for daily commuters.
We contribute to its functionality by supplying the following key components:
• Seating Options: Ergonomic seats designed for comfort during urban commutes.
122• Passenger Accessibility: Sturdy handles and doors, facilitating safe and easy movement within the train.
• Operational Efficiency: A well-equipped pilot cabin for precise and secure operations.
• Interior Design: Durable glass windows and a spacious interior, enhancing visibility and passenger experience.
Our components ensure the Kolkata Metro delivers a reliable and comfortable travel experience, supporting the city’s urban
mobility needs.
7. Vistadome Coach
The Vistadome Coach, designed for immersive and scenic journeys, offers safety, comfort, and panoramic views for passengers.
We contribute to its appeal by supplying the following key components:
• Seating Options: Comfortable seats designed for long, scenic trips with optimal viewing angles.
• Passenger Accessibility: IC doors for smooth and safe movement within the coach.
• Climate Control: Air diffusers ensuring a pleasant environment during travel.
• Interior Design: Large windows, roof panels, and PAPIS displays, enhancing visibility and the overall travel
experience.
Our components ensure the Vistadome Coach delivers a memorable and comfortable journey, perfect for scenic rail travel.
8. Sri Lankan DEMU Frontline
The Sri Lankan DEMU Frontline, designed for efficient rail travel in Sri Lanka, ensures safety, comfort, and reliability for
passengers.
123We contribute to its functionality by supplying the following key components:
• Seating Options: Ergonomic economic seats, rotatable seats, and bench-type cushion seats for varied passenger
comfort.
• Passenger Accessibility: Body side doors, doorway partitions, and handrails/holds for safe and easy movement.
• Storage Solutions: Spacious luggage racks for convenient baggage storage.
• Interior Design: Durable windows, a clean toilet, and a well-designed interior for an enhanced travel experience.
Our components ensure the Sri Lankan DEMU Frontline delivers a dependable and comfortable journey, meeting the needs of
Sri Lanka’s rail network.
9. Aviation Training Centers Simulator
The Aviation Training Centers Simulator, designed for aerospace defense and pilot training, provides a realistic and immersive
environment for aircraft pilot training.
We contribute to its effectiveness by supplying the following key components:
124• Simulated Environment: A high-fidelity cockpit setup that replicates real-world aircraft conditions for
comprehensive training.
• Structural Design: A robust simulator body, ensuring durability and stability during intensive training sessions.
Our components ensure the Aviation Training Centers Simulator delivers a safe and effective training experience, preparing
pilots for real-world challenges in aerospace defense.
Our Competitive Strengths
Our manufacturing capabilities deliver high-quality components, making us a reliable partner for clients in railway, aerospace,
and defence sectors.
Our Company offers a comprehensive product range that includes both exterior and interior components of rail coaches, such as car
bodies, windows, doors, seats, panels and many more, allowing it to meet the varied demands of the railway sector. Moreover, our
Company has expanded into high-value industries, such as Aerospace and Defence, where it manufactures critical components like
ground simulators and exteriors. This multi-industry focus reduces dependency on a single market, providing resilience and
additional growth revenues.
By evolving from a rolling stock manufacturer to a turnkey solutions provider, we can manage entire project lifecycles, making it a
preferred partner for clients for looking for integrated services. Additionally, our proven ability to handle complex projects, including
major undertakings for Indian Railways, Metro Rail and for international OEM clients, further solidifies our position as an
established player in the industry.
As a turnkey provider in railway, we offer seamless end-to-end solutions, simplifying project execution and boosting efficiency
Our Company’s turnkey solution capability is a major competitive strength, allowing us to offer end-to-end services that go beyond
mere manufacturing. As a turnkey solutions provider, the company manages the entire project lifecycle, from design, engineering,
and manufacturing to assembly, installation, and commissioning. This comprehensive approach enables clients, such as Indian
Railways and global railway coach OEMs, to streamline procurement processes by relying on a single partner for multiple project
125phases. Our Company’s ability to deliver turkey solutions has been demonstrated through its successful execution of high-profile
projects like Sri Lankan Diesel Electric Multiple Unit (“DEMU”), and various metro rail systems in India.
This expertise not only enhances operational efficiency for our clients but also builds long-term relationships and trust, as client
benefit from consistent quality, on-time delivery, and reduced complexity. By offering integrated solutions sets itself apart in a
competitive market, ensuring it can capture larger projects and maintain a leadership position within the railway.
Our advanced manufacturing, with modern machinery and equipment ensures efficiency and precision, making us a trusted
partner for quality components in the railway and aerospace sectors
The advanced manufacturing infrastructure of our Company is a critical competitive strength encompassing two (2) strategically
located manufacturing units across Chennai, and Kancheepuram. Equipped with modern machinery, and tools, these facilities enable
high-efficiency production and innovative manufacturing processes. The investment in advanced technology allows for precision
engineering and the ability to handle complex projects, ensuring that the company meets stringent quality and safety standards
demanded in the railway and aerospace sector.
This robust infrastructure supports a flexible manufacturing environment, accommodating various production scales and enabling
rapid response to market demands. Overall, this advanced manufacturing infrastructure not only enhances operational capabilities
but also reinforces our company’s reputation for reliability and excellence in producing high-quality components and turnkey
solutions.
Led by seasoned promoters with extensive industry experience, we effectively navigate market dynamics, drive innovation, and
strengthen client relationships in the railway and aerospace sectors.
The extensive experience and strategic foresight of our Promoters and senior management team enable the Company to anticipate
industry trends, respond to evolving customer needs, and senior management team enable the Company to anticipate industry trends,
respond to evolving customer needs, and strengthen long-term client relationships. With over two decades in the of railway OEM
sector, our Promoters- Mr. Venkatesan Dakshnamoorthy (Chairman & Managing Director) and Mr. Manikandan Dakshna moorthy
(Joint Managing Director) have been instrumental in driving the Company’s growth across railway and aerospace verticals. Their
deep domain expertise and proven track record support the Company in driving operational excellence, expanding into new product
verticals, and securing long-term business opportunities with ICF, various rail coach factories in India, as well as reputed railway
component and coach manufacturers both in domestic and international markets
In further strengthening our innovation capabilities, we have appointed Mr. Sudhanshu Mani, the former General Manager of
Integral Coach Factory (ICF) and the key visionary behind India’s flagship Vande Bharat Express, as our Technology Advisor. His
126deep understanding of rolling stock design, coach manufacturing, and project execution serves as a critical enabler for our transition
into a full-fledged rolling stock solutions provider.
A robust work order book, coupled with proven financial performance and scalable business model, positions us for sustained
growth and the ability to meet rising market demands.
Our Company’s strong work order book, bolstered by a demonstrated history of financial performance and a scalable business
model, serves as a key competitive advantage. With work orders exceedingly more than ₹ 37,588.65 lakhs as on August 28, 2025,
our company enjoys a robust backlog that ensures consistent revenue streams and financial stability. This strong pipeline reflects
the trust and confidence that major clients, including Indian Railways and other significant OEMs, place in the company’s
capabilities and reliability.
Total Value of the Work
In % compared to the
S. No. Segment Order including GST
Total Ord er Book
(in ₹ lakhs)
1. Railways - Government 27,127.73 72.17%
2. Railways - non-government 8,959.41 23.84%
3. Aerospace & Defense 1,501.51 3.99%
Total 37,588.65 100.00%
As certified by Varadarajan & co. (Chartered Accountants) as on dated August 29, 2025
Moreover, the company’s demonstrated history of financial performance showcases its ability to effectively manage projects,
maintain cost efficiencies, and deliver quality products on time. This track record not only reinforces client trust but also positions
the company favourably in securing future contracts. The scalable business model further enhances this advantage, allowing the
company to adapt to changing market conditions and expand its operations as demand increases. By leveraging our advanced
manufacturing infrastructure and diverse capabilities, the company can efficiently scale production to meet growing needs without
compromising quality. This combination of a strong work order book, proven financial performance, and a flexible, scalable business
model ensures that the company is well-equipped to capitalize on emerging opportunities and sustain long-term growth in the
competitive landscape.
Our Strategies
Leverage our industry-leading capabilities to diversify our customer base further and enhance our penetration and wallet with
existing clients by introducing new component lines
We want to grow our customer base by utilizing current customer relationships in India and abroad, while also exploring new
prospects. We intend to retain our good track record of repeat orders from existing customers while also expanding and strengthening
our partnerships as part of our organic growth efforts. We want to leverage our client relationships to improve our present products
while also increasing the number of products we currently manufacture for each customer.
We will take advantage of the present client base's consolidation of supplier bases to capture more total value content in particular
initiatives. In order to accomplish this, we want to actively manage our major client accounts to boost customer interaction, work
with our customers in the early stages of product development, and assist them in optimizing their supply chains by managing their
lower-tier suppliers. We want to continue developing our backward integration capabilities in order to provide our customers with
more material possibilities, as well as focusing on being a holistic engineering solutions supplier. We will continue to invest in
innovation, automation, contemporary technology, and equipment in order to improve our products and respond to changing client
preferences.
Expand our manufacturing capabilities to Enhance Client Servicing, Achieve Scale and Deliver Execution Excellence
Expanding our manufacturing capabilities is a key strategic initiative designed to improve our ability to serve clients more effectively
while achieving the scale required to compete in dynamic and evolving markets. To this end, the Company intends to utilize
₹1,367.78 lakhs of the net proceeds of the issue towards the purchase of new machinery and equipment, which will augment our
existing production infrastructure and support capacity expansion.
These investments will enable us to increase output, enhance precision, and cater to the growing and diverse requirements of our
clientele across sectors such as railways, aerospace and defence. The addition of technologically advanced machinery will also help
us streamline operations, reduce lead times, and maintain stringent quality benchmarks.
Furthermore, by integrating superior execution practices and advanced production capabilities, we aim to improve operational
efficiency and ensure the timely delivery of high-quality products. This strategic move will not only elevate customer satisfaction
127but also reinforce our positioning as a trusted and execution-driven industry player. Ultimately, our manufacturing expansion
supports our long-term objective of driving sustainable growth, improving margins, and securing a competitive advantage in both
domestic and international markets.
Optimize Costs, Enhance Efficiency, Advance Technology and Strengthen Financial Position
To maintain strong, long-term client relationships, we are committed to delivering high-quality products at competitive prices. Our
proven execution capabilities, combined with continuous focus on innovation, research and development, and efficient supply chain
management, differentiate us from competitors both in India and globally.
We continue to adopt process engineering, automation, and lean manufacturing practices to enhance operational efficiency,
maximize capacity utilization, and optimize production processes. Our focus on improving execution, leveraging economies of
scale, and reducing operating costs strengthens our market position and supports sustainable growth.
As a technology-driven and execution-focused organization in the railway rolling stocks and its components, aerospace and defence,
and precision components sectors, we are well-positioned to scale up production volumes across our current and future facilities
while maintaining cost efficiency and driving long-term value creation.
Strategic investments in manufacturing infrastructure, advanced machinery, and modern equipment allow us to maintain a diverse
product portfolio while keeping production costs low. As part of the objects of the issue, we also plan to repay our Company’s
certain borrowings, which will reduce our debt burden, lower interest costs, and improve our financial stability and for this purpose,
we intend to utilize ₹ 600.00 lakhs from the Net Proceeds. For further details, see “Object of the Offer” on page 85.
Transitioning to a Full-Fledged Rolling Stock Solutions Provider
To align with our strategic vision of becoming a comprehensive railway solutions provider akin to industry leaders like ICF, and
rolling-stock manufacturer, we recognize the need to strengthen our presence in both coach building and interiors. While we have
established expertise in manufacturing critical components and executing turnkey interior furnishing projects, we are now
intensifying our focus on Aluminium and FRP interior solutions — areas that are pivotal to next-generation rail coach manufacturing.
To drive future technological progress, we have appointed a dedicated technology advisor to lead our innovation roadmap and guide
strategic business development. In parallel, we are investing in advanced machinery, with advance payments already made to
suppliers, marking our commitment to capacity enhancement and process excellence. These enhancements will not only expand our
product capabilities but also reinforce our positioning as a full-fledged integrated rolling stock player.
Our Business Operations
The process and step involved in our business operations are as follows: -
1. Work Order
This is the initial step where our Company receives a formal request for products or components required for railway systems such
as rolling stock and other related components and equipment. The work order outlines the specifications, quantities, and delivery
timelines.
1282. Create BOM (Bill of Materials)
Once the work order is in place, a Bill of Materials is created. This document lists all materials, components, and assemblies required
to manufacture the product. It serves as a comprehensive guide for procurement and production teams to ensure all necessary items
are sourced and available.
3. Material Requirement and Planning
In this phase, our Company assesses the materials needed based on the BOM. The procurement team plans and arranges for the
purchase of raw materials, considering lead times, availability, and cost efficiency, ensuring a steady supply for production without
excess inventory.
4. Production Planning as per DP (Demand Planning)
Based on demand forecasts, the production team schedules manufacturing activities to align with expected delivery dates. This
ensures efficient use of resources, minimizing idle time, and aligning production with customer needs.
5. Production and Control
Here, the actual manufacturing process begins. Production control is implemented to monitor each step, ensuring adherence to
quality standards and timelines. This stage involves managing workflow, resource allocation, and supervision to deliver products
that meet stringent railway industry standards.
6. Performance and Cost Analysis
After production, our team analyses the performance of the production process. This includes comparing planned vs actual metrics,
such as production time, resource utilization, and costs incurred. By identifying inefficiencies and variances, the company gains
insights to improve processes and optimize future operations, ensuring cost-effectiveness and operational excellence.
7. Update UR/GL (User Requirements/General Ledger
Once the production phase is completed, updates are made to the User Requirements (UR) and General Ledger (GL) systems. This
step ensures that inventory, financials, and other operational data are accurately recorded. It provides the company with real-time
insights for decision-making and ensures compliance with accounting and reporting standards.
8. Billing and Invoice
Following production, the billing and invoicing process is initiated. Accurate invoices are generated based on the completed work
or delivered products. This ensures timely payment collection, maintains healthy cash flow, and strengthens customer relationships
by providing clear and transparent financial documentation.
9. Package and Ship
The completed products are then packaged securely to prevent damage during transit. Special attention is given to packaging
materials and methods to ensure compliance with industry standards. Once packaged, the products are shipped to clients or
designated locations, ensuring timely and safe delivery while enhancing customer satisfaction.
10. Quality Assurance
The final step in the process is quality assurance. This involves rigorous testing and inspection of the manufactured products to
ensure they meet or exceed predefined quality standards and customer expectations. Quality assurance is integral to maintaining the
company’s reputation and ensuring that the delivered products are reliable, durable, and compliant with industry regulations.
Manufacturing Process
Railways
129A detail explanation of each step in the production process for the railway components are as follows: -
➢ Raw Material Receipt
The process begins with the receipt of raw materials, such as sheet metal, profiles, or other base components. These materials
are inspected for quality and compliance with predefined standards. Proper documentation is done, and the materials are sorted
for further processing.
➢ Inspection of Parts
Before any processing, the raw materials and initial parts undergo a thorough inspection. This ensures that they meet the
required specifications, such as dimensions, surface finish, and material properties, preventing issues during subsequent
manufacturing stages.
➢ Laser Cutting
In this stage, the raw materials are shaped using precision laser cutting technology. Laser cutting ensures clean, accurate cuts
suitable for intricate designs and railway components, minimizing waste and maximizing efficiency.
➢ Deburring of Sheet Materials
After cutting, sheet metal parts often have sharp edges or burrs that need to be smoothed out. The deburring process eliminates
these imperfections, ensuring safety, ease of assembly, and better aesthetics.
➢ Profile Cutting
This step involves shaping materials into specific profiles required for railway equipment. Profile cutting is done with high
precision to match design requirements and prepare the parts for assembly.
➢ Sheet Melting Bending
The processed sheet metal is bent into specific shapes and angles using bending machines. This step is essential for forming
parts like enclosures, frames, or panels used in railway equipment manufacturing.
130➢ Welding
The individual components are joined through welding, creating subassemblies or final structures. This process requires
skilled labour and advanced welding techniques to ensure strong and durable joints.
➢ Machining (VMC, CNC, TURN)
Certain parts require further precision through machining processes such as Vertical Machining Centers (VMC) or
Computer Numerical Control (CNC) turning. This stage ensures exact dimensions and tolerances for critical components.
➢ Primer Application
After the parts are fabricated, they undergo primer application. The primer acts as a base layer of coating, protecting the
surface from rust and corrosion, and improving the adhesion of paint.
➢ Painting
The parts are painted to enhance their durability and aesthetic appeal. Specialized paints are used to ensure they can
withstand harsh conditions, like heat, moisture, and wear, commonly experienced in railway environments.
➢ CMM Inspection
Post-machining and finishing, a Coordinate Measuring Machine (CMM) is used to inspect parts. This step ensures that the
components meet dimensional accuracy and design specifications down to the micrometre level.
➢ Final Assembly (Final Assy)
All the inspected and prepared components are assembled into finished products or modules. This step involves precision
fitting and adherence to assembly guidelines to create functional railway components.
➢ Final Inspection
Before dispatch, the assembled products undergo a final round of inspection to ensure compliance with all quality and
design requirements. This step is crucial for maintaining customer satisfaction and safety standards.
➢ Stocking and Identification
Once the products are approved, they are stocked in designated areas and properly labelled or identified for easy tracking.
This step ensures smooth logistics and order management.
➢ Packing and Dispatch
The finished products are carefully packed to prevent damage during transit. They are dispatched to clients or project sites
in line with delivery schedules.
➢ Quality Check
The final quality check is conducted before shipping to ensure that the products meet all regulatory and industry standards.
This last step reinforces our Company’s commitment to delivering high-quality railway solutions.
This systematic workflow ensures the production of high-quality, durable, and precise railway components while
maintaining efficiency and compliance with industry standards.
Aerospace
131A detail explanation of each step in the production process for the aerospace components are as follows: -
➢ Raw Material Incoming Inspection
The aerospace manufacturing process starts with the receipt of certified raw materials such as aluminium alloys, titanium,
or composite materials. These materials undergo strict quality checks to meet aerospace-grade specifications for strength,
weight, and disability.
➢ Laser Cutting
Using advanced laser cutting technology, the raw materials are shaped with high precision. This step is critical in aerospace
to achieve intricate designs for components like wing panels, fuselage parts, or brackets while minimizing material wastage.
➢ Punching/AL cutting
Punching or specialized aluminium cutting is employed to create holes or patterns in lightweight metal sheets. This step is
commonly used to produce components for aircraft interiors or structural assemblies, ensuring accuracy and consistency.
➢ Deburring, Milling, and Stud Pressing
After cutting, the parts are deburred to remove sharp edges, ensuring safety and proper assembly. Milling is used to achieve
high precision and intricate geometries in parts like turbine blades or engine housings. Stud pressing involves embedding
fasteners or threaded inserts into components for easy assembly, which is common in aerospace structures.
➢ Bending/Forming
Sheet metals or composite materials are bent or formed into specific aerodynamic shapes required for parts such as wing
flaps, engine cowlings, or structural reinforcements. This step is carried out with tight tolerances to ensure structural
integrity.
➢ Welding and Straightening
Components like fuel tanks, structural panels, or engine parts are welded together using aerospace-grade welding
techniques (e.g., TIG or laser welding). Post-welding straightening ensures the parts remain within required tolerances and
maintain alignment.
132➢ Bonding Preparation & Glueing
Aerospace components, especially composite materials, often require adhesive bonding. In this step, surfaces are treated
(e.g., sanded, primed) for optimal adhesive performance. Glueing is done to assemble parts like composite panels, interior
assemblies, or structural joints.
➢ Bonding Cleaning
Bonded components are cleaned to remove excess adhesives, ensuring a smooth finish and preventing defects in subsequent
stages.
➢ Paint Pretreatment & Primer
Parts are prepared for painting through chemical treatments or anodizing to enhance corrosion resistance. A primer layer
is applied to improve paint adhesion and protect surfaces from environmental exposure, which is critical for aerospace
components exposed to high-altitude conditions.
➢ 2nd Coat Primer
A second primer coat ensures complete surface coverage and additional protection against oxidation, critical for
maintaining the longevity of components like aircraft fuselage panels or landing gear parts.
➢ Base Coat
The base coat provides the primary protective and aesthetic layer. For aerospace, special coatings are used that are
lightweight, resistant to extreme temperatures, and durable under high-speed airflow or chemical exposure.
➢ Clear Coat
A clear coat is applied to enhance the finish, providing UV protection and additional durability. This step is particularly
important for exposed components like engine nacelles or aircraft exteriors.
➢ Inspection
All parts undergo thorough inspections using advanced techniques like ultrasonic testing, X-ray, or Coordinate Measuring
Machines (CMM). This ensures that the components meet aerospace standards and are free from defects that could
compromise safety.
➢ Final Assembly
The processed components are assembled into larger modules or systems, such as aircraft wings, engine assemblies, or
avionics enclosures. This step requires precision and adherence to strict engineering drawings and specifications.
➢ Final Inspection & Pre-Delivery Inspection (PDI)
The final assembly undergoes rigorous inspections and testing, including non-destructive testing (NDT) and functional
checks. Pre-delivery inspections ensure the systems are airworthy and compliant with regulatory standards.
➢ Packing
Aerospace components are packed with extreme care to prevent damage during transit. Specialized packaging materials
and techniques are used to protect sensitive parts like avionics systems or turbine blades.
➢ Quality Check
Before dispatch, a final quality check ensures that every step of the manufacturing process has been followed and that the
components meet the required certifications.
133➢ Dispatch
The completed aerospace components are dispatched to customers, which could include aircraft manufacturers or
maintenance, repair, and overhaul (MRO) providers. Documentation for traceability, compliance, and certifications
accompanies the shipment.
This process ensures that aerospace components meet the rigorous demands of the industry, focusing on safety, reliability,
and performance under extreme operating conditions.
Defence
This following process outlines the production and quality assurance of components used in defense systems, where
precision, durability, and reliability are critical.
➢ Raw Material Incoming Inspection
The process begins with the receipt of raw materials such as high-grade steel, alloys, or composite materials. These
materials undergo stringent inspection to verify mechanical properties, chemical composition, and dimensional accuracy.
This ensures compliance with defence standards and prevents defects in the final product.
➢ Inspection
After receiving the raw materials, they are subjected to a thorough inspection using techniques such as visual checks,
ultrasonic testing, or spectrometry. This step ensures that only defect-free materials proceed to the next stage of production.
➢ Turning
The raw material is machined using turning operations on CNC lathes to achieve the desired dimensions and shapes for
defence components. Precision is vital at this stage to meet exact specifications for parts used in applications such as missile
systems, artillery, or armoured vehicles.
➢ Inspection
After turning, the machined components are re-inspected to ensure dimensional accuracy and surface finish. This inspection
prevents any defective parts from moving further in the production process.
➢ Heat Treatment
134Heat treatment is applied to enhance the mechanical properties of the components, such as strength, hardness, and
toughness. This is essential for defence applications where the parts must withstand extreme conditions like high pressure
or temperatures during operations.
➢ Inspection
Post heat treatment, the parts are inspected for hardness, microstructure, and any deformations. This ensures that the heat
treatment process has achieved the required properties without compromising the integrity of the parts.
➢ Blackening
A black oxide coating is applied to the components to improve corrosion resistance and enhance their appearance. This
step is critical for components exposed to harsh environmental conditions, such as naval or field equipment.
➢ Inspection
After blackening, the parts are inspected to ensure uniform coating and verify that the protective layer adheres to the surface
as required. Any inconsistencies are addressed before moving forward.
➢ Sub-Assembly
Multiple components are assembled into sub-assemblies. For example, small mechanical or electronic parts might be
assembled into modules used in radar systems, weapon mounts, or communication devices.
➢ Inspection
The sub-assemblies undergo rigorous inspection to ensure that all parts are properly fitted and functional. This step often
involves performance testing to validate the sub-assembly under simulated conditions.
➢ Final Assembly
The final product undergoes comprehensive inspection and testing, including dimensional checks, functional tests, and
environmental simulations. This ensures that the product meets defence standards and is ready for deployment.
➢ Stocking & Identification
Approved components and products are stored securely with proper identification for traceability. Each product is tagged
with unique identifiers or serial numbers, which is critical in defence for tracking and maintenance.
➢ Quality Check
Before dispatch, a final quality check is conducted to verify all manufacturing and assembly steps were completed as per
the design and specifications. Documentation is reviewed to ensure compliance with defence certifications and standards.
➢ Packaging & Dispatch
The finished products are packed in secure, protective packaging to prevent damage during transportation. Given the
sensitive nature of defence equipment, special care is taken to ensure safe and tamper-proof delivery to the client.
This process ensures that defence components manufactured by our Company are of the highest quality, capable of meeting
the rigorous demands of national security and defence operations.
SWOT (Strengths, Weaknesses, Opportunities, Threats)
135Strengths
➢ Established market player with extensive experience
Our Company is a prominent player in the railway OEM industry, backed by over two decades of experience that enhances
its competitive advantage. This longevity provides valuable insights into market dynamics, enabling the us to design and
manufacture products that meet industry standards. We have built strong relationships with key stakeholders, fostering
customer trust and facilitating repeat business.
➢ Early Adaptor and Strong Player in embracing new rolling stock (e.g., Vande Bharat and Metro)
Our Company has shown a proactive approach by adapting to modern railway needs, including manufacturing components
for advanced rolling stock like Vande Bharat and Metro Trains.
➢ Proven End-to-End Integrator and Manufacturer of Entire train sets
Our Company has established itself as a complete solution provider, capable of manufacturing and integrating both exteriors
and interiors of train sets. This capability sets apart from competitors who specialize in limited components.
➢ Consistent Growth and Proven Track Record
The company has demonstrated consistent growth in terms of revenue, project execution, and client satisfaction, reflecting
a robust operational framework.
➢ Solid Client base:
Our Company boasts a solid client base that reflects its reputation as a trusted partner in the railway OEM industry. Over
the years, the company has established enduring relationships with key stakeholders, including government bodies, railway
operators, and other OEMs. This extensive network not only fosters customer loyalty but also facilitates repeat business
and referrals. The diverse portfolio of clients enhances our market presence and provides a steady revenue stream,
positioning the company for sustainable growth. By consistently delivering quality and services, we continue to strengthen
our client relationships, further solidifying its standing in the industry.
136➢ Dedicated Workforce:
We benefit from a dedicated workforce that plays a crucial role in its success. We boast a team of skilled professionals with
extensive experience in the railway OEM sector, ensuring high-quality product design and manufacturing. This
commitment to excellence drives operational efficiency and enhances project execution, allowing us to meet tight deadlines
and exceed customer expectations.
Weakness
➢ Need for Additional Working Capital
Despite its established presence, our Company faces constraints in working capital, which may hinder its ability to scale
operations or take on large, high-value projects effectively.
Opportunities
➢ Significant Opportunities through New and Extended Product Offerings for Existing Clients
By expanding its product range, our Company can cater to evolving demands and provide value-added services, thereby
depending its engagement with current clients and increasing revenue.
➢ Acquiring and Leveraging Opportunities in Domestic and Overseas Markets
The company can capitalize on emerging opportunities by collaborating with domestic players like Alstom and Siemens.
Additionally, exploring international markets allows for geographic diversification and revenue growth.
Threats
➢ Escalation of Raw Material Costs
The rising costs of essential raw materials can impact profitability and disrupt production schedules, posing a significant
risk to the company’s financial health and operational efficiency.
Revenue Bifurcation
Location-wise Revenue Bi-furcation
S. Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023
No Location Revenue Revenue Revenue
In % In % In %
. (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
1. Tamil Nadu 17,974.59 93.43% 7,861.18 65.89% 6,341.84 66.63%
2. Gujarat 637.12 3.31% 326.34 2.74% 691.58 7.27%
3. Maharashtra 138.06 0.72% 3,404.17 28.53% 8.98 0.09%
4. Karnataka 222.56 1.16% 112.86 0.95% 67.24 0.71%
5. Telangana 72.00 0.37% 21.60 0.18% 51.76 0.54%
6. Punjab 82.86 0.43% 70.34 0.59% 248.35 2.61%
7. Rajasthan 12.67 0.07% - 0.00% - 0.00%
8. Uttar Pradesh 86.92 0.45% 11.55 0.10% 2,032.59 21.36%
9. West Bengal 0.33 0.00% - 0.00% 28.00 0.29%
10. Madhya Pradesh - - - 0.00% 10.90 0.11%
11. Delhi - - 81.04 0.68% - 0.00%
12. Haryana - - 28.36 0.24% - 0.00%
13. Goa - - 12.92 0.11% - 0.00%
14. Puducherry 0.50 0.00% - 0.00% - 0.00%
15. Uttarakhand 9.03 0.05% - 0.00% 36.15 0.38%
16. Bihar 2.06 0.01% - 0.00% - 0.00%
Total 19,238.70 100.00% 11,930.36 100% 9,517.39 100%
137Segment-wise Revenue Bifurcation
S. Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023
No Segment Revenue Revenue Revenue
In % In % In %
. (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
1. Railway Rolling Stocks 12,416.88 64.54% 11,322.24 94.90% 9,475.96 99.56%
2. Aeronautical, Defence & Others 6,821.82 35.46% 608.12 5.10% 41.43 0.44%
Total 19,238.70 100.00% 11,930.36 100.00% 9,517.39 100.00%
Product-wise Revenue Bifurcation
Revenue generated in the
In % compared to revenue
S. No. Product Fiscal Year 2025
from operations
(in ₹ lakhs)
1. Train Materials 8,813.43 45.81%
2. Train 18 Seat 5,523.14 28.71%
3. Roof and Sidewall 1,592.27 8.28%
4. Automatic Sliding Door 921.96 4.79%
5. Luggage rack 905.92 4.71%
6. Air Filter 408.40 2.12%
7. Improvement of Water Supply (DMA Zonation) 406.58 2.11%
8. Nose cone 252.45 1.31%
9. GM Coach and LRAAC 204.33 1.06%
10. Window 112.84 0.59%
11. Interior Panelling 34.87 0.18%
12. Hydrogen Train Materials 32.12 0.17%
13. Driver seat & co Driver seat 30.40 0.16%
Total 19,238.70 100.00%
Revenue generated in the
In % compared to revenue
S. No. Product Fiscal Year 2024
from operations
(in ₹ lakhs)
1. Train Materials 5,403.60 45.29%
2. Train 18 Seats 2,151.94 18.04%
3. Roller Bed 988.26 8.28%
4. ACP Interior panelling 783.81 6.57%
5. Supply of Rake set 530.65 4.45%
6. Roof & Sidewall 445.25 3.73%
7. GM Coach LRAAC 360.56 3.02%
8. Automatic Sliding Door 352.80 2.96%
9. Roof & Sidewall 325.62 2.73%
10. Nose cone 296.73 2.49%
11. Luggage Rack 291.14 2.44%
Total 11,930.36 100.00%
S. No. Product Revenue generated in the In % compared to revenue
Fiscal Year 2023 from operations
(in ₹ lakhs)
1. Train Materials 6,730.52 70.72%
2. Roof, Side Wall and End Wall 1,358.11 14.27%
3. Seat 425.70 4.47%
4. Door 265.76 2.79%
5. Nose cone 258.56 2.72%
6. Underframe 211.46 2.22%
7. LACCN Roof 126.50 1.33%
8. One coach set of Windows 49.72 0.52%
9. LGS Roof and Sidewall 47.80 0.50%
10. Windows 43.26 0.45%
Total 9,517.39 100.00%
138Sector-wise Revenue Bifurcation
S. Sector Fiscal Year 2025 Fiscal Year 2024 Fiscal Year 2023
No. Revenue In % Revenue In % Revenue In %
(in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
1. Government 12,416.88 64.54% 11,322.24 94.90% 9,475.96 99.56%
2. Non-Government 6,821.82 35.46% 608.12 5.10% 41.43 0.44%
Total 19,238.70 100% 11,930.36 100.00% 9,517.39 100.00%
Our customers
Our customers include both government bodies like Integral Coach Factory (ICF), etc. and other private railway coach
manufacturing companies. Our ability to address the various and stringent customer requirements over long periods enables us to
obtain additional business from existing customers as well as new customers in an industry marked by high entry barriers. We
believe our customer relationships are led primarily by our ability to develop processes, meet stringent quality and technical
specification.
Year-on-Year percentage-wise repetitive customers
The details of year-on-year percentage-wise repetitive customers for 3 years and stub period are as follows:
Particulars For the Fiscal Year 2025 For the Fiscal Year 2024 For the Fiscal Year 2023
Total Customers 45 47 41
Repeated Customers 28 18 19
Percentage (%) 62.22% 38.30% 46.34%
Top 10 customers
S.No. Clients Revenue generated in the In %
Fiscal Year 2025
(in ₹ lakhs)
1. Integral Coach Factory 10,312.79 53.60%
2. Customer 2 2,220.25 11.54%
3. Customer 3 1,608.71 8.36%
4. Customer 4 1,099.43 5.71%
5. Customer 5 626.97 3.26%
6. Customer 6 540.30 2.81%
7. Customer 7 451.62 2.35%
8. Customer 8 422.48 2.20%
9. Customer 9 283.45 1.47%
10. Customer 10 234.95 1.22%
Total 17,800.95 92.52%
S.No. Customers Revenue generated in the In %
Fiscal Year 2024
(in ₹ lakhs)
1. Integral Coach Factory 7,146.83 59.90%
2. Customer 2 665.64 5.58%
3. Customer 3 521.23 4.37%
4. Customer 4 469.22 3.93%
5. Customer 5 445.87 3.74%
6. Customer 6 408.54 3.42%
7. Customer 7 367.47 3.08%
8. Customer 8 354.79 2.97%
9. Customer 9 319.27 2.68%
10. Customer 10 269.68 2.26%
Total 10,968.54 91.93%
S.No. Customers Revenue generated in the In %
Fiscal Year 2023
139(in ₹ lakhs)
1. Integral Coach Factory 4,706.12 49.75%
2. Customer 2 2,032.58 21.36%
3. Customer 3 524.89 5.52%
4. Customer 4 479.87 5.04%
5. Customer 5 461.76 4.85%
6. Customer 6 313.12 3.29%
7. Customer 7 223.41 2.35%
8. Customer 8 151.97 1.6%
9. Customer 9 85.80 0.9%
10. Customer 10 67.91 0.71%
Total 9,047.48 95.07%
Top 10 suppliers
S.No. Suppliers Cost incurred in the Fiscal In %
Year 2025
(in ₹ lakhs)
1. Supplier 1 1,867.49 14.41%
2. Supplier 2 1,859.48 14.35%
3. Paramount Enterprises 1,486.42 11.47%
4. Supplier 4 830.91 6.41%
5. Supplier 5 553.45 4.27%
6. Supplier 6 503.84 3.89%
7. Supplier 7 467.35 3.61%
8. Supplier 8 358.63 2.77%
9. Supplier 9 212.06 1.64%
10. Supplier 10 201.01 1.55%
Total 8,340.64 64.37%
S.No. Suppliers Cost incurred in the Fiscal In %
Year 2024
(in ₹ lakhs)
1. Suppliers 1 1,147.39 19.07%
2. Paramount Enterprises 886.07 14.73%
3. Suppliers 3 474.25 7.88%
4. Suppliers 4 455.40 7.57%
5. Suppliers 5 275.00 4.57%
6. Suppliers 6 174.78 2.91%
7. Suppliers 7 162.63 2.70%
8. Siemo Service 137.20 2.28%
9. Suppliers 9 102.85 1.71%
10. Suppliers 10 86.62 1.44%
Total 3,902.19 64.86%
S.No. Suppliers Cost incurred in the Fiscal In %
Year 2023
(in ₹ lakhs)
1. Suppliers 1 673.58 12.07%
2. Suppliers 2 576.99 10.34%
3. Salem Stainless Steel Suppliers Pvt. Ltd. 344.00 6.17%
4. Suppliers 4 268.17 4.81%
5. Suppliers 5 205.40 3.68%
6. Suppliers 6 204.90 3.67%
7. Alommex Profiles Pvt. Ltd. 198.19 3.55%
8. Suppliers 8 153.90 2.76%
9. Suppliers 9 115.23 2.07%
10. Suppliers 10 99.30 1.78%
Total 2,840.00 50.90%
List of Equipment’s & Machineries
140S.No. Name of the Equipment/Machinery Nos. Purpose Owned/Rented
1. NC cutting Machine 1 Cutting Owned
2. Bending Machine 1 Bending Owned
3. Shearing Machine 1 Sheet Cutting Owned
4. Punching Machine 1 Punching Owned
5. Bonding Machine 1 Hot Bonding Owned
6. Milling Machine 1 Machining Owned
7. Long belt Machine 1 Buffing Owned
8. TIG Welding Machine-1 8 Welding Owned
9. MIG Welding Machine 1 Welding Owned
10. Arc Welding Machine-1 4 Welding Owned
11. Spot Welding Machine-2 1 Join overlapping metals Owned
12. Stud Press Machine 1 Permanently fasten Owned
materials together
13. Power press Machine 1 Metalworking machine Owned
14. Disel generator-1 1 External Power Source Owned
15. Disel generator-2 1 External Power Source Owned
16. UPS -200KVA-1 1 Power Storage Owned
17. Aluminium cutting machine 1 Cutting Owned
18. EOT Crane - 1 1 Material Lifting Inside Owned
Factory
19. Pillar drilling machine 1 Drilling Owned
20. Stud Welding Machine 1 Permanently fasten Owned
materials together
21. UTM Machine 5 TON 1 Material Testing Owned
22. Engraving Machine 1 Engraving Machine Owned
23. Powder Coating Booth-1 1 Booth for Powder Owned
Coating
24. Powder Coating Oven-1 1 Oven for after Powder Owned
Coating
25. Tank Process 1 Material Cleaning for Owned
Powder Coating
26. Hand Pallet Truck -1 1 Material Movement Owned
27. Hand Pallet Truck - 2 1 Material Movement Owned
28. EOT Crane - 2 1 Material Movement Owned
29. Lift 1 Material Movement Owned
30. Transformer 1 Power Distribution and Owned
Transmission
31. Bending machine 1 Bending Owned
32. Laser machine 1 Cutting Owned
33. Air compressor 2 Compressed air Owned
34. Ups-200KV-3 1 Power Storage Owned
35. Fork lift 1 Material Movement Owned
36. VMC-Milling Machine 1 Machining Owned
37. CNC-Lathe Machine 1 Machining Owned
38. Paint shop Booth-2 1 Painting Owned
39. Paint booth Oven-2 1 Painting oven for Owned
Heating
40. Roller machine 1 compress raw metal into Owned
a thinner and more
uniform shape
41. Horizontal drilling machine 1 Machining Owned
Notes: All machines and equipment are owned by the company itself.
Employees
We endeavour to be an employer of choice by fostering an environment of aspirational goal setting, continuous improvement, in
addition to providing health and safety with corporate responsibility. As of July, 31st, 2025, set out below are details of our
employees:
141Department No. of Employees
Production 183
Quality Control & Assurance 6
Maintenance 42
Administration 8
Business Development 1
Tool Store 8
Accounts 7
Purchase 4
Human Resources 1
Design Engineer 9
Planning & Development 6
Security 6
Total 281
As of July 31, 2025, Contributions by Employer’s to EPFO and ESIC
(₹ in Lakhs)
As on period on July 31, 2025
Particulars
No. of Employees Amount Paid
EPFO 265 4.01
ESIC 181 0.83
Employee and Related Costs/Expenses
The employee and related costs/expenses with percentage of revenue for 3 years are as follows:
Particulars As at and for the As at and for the As at and for the
Financial Year ended Financial Year ended Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Employee Benefit expenses 1,252.18 1,290.71 1,876.80
Total Revenue 19,266.26 12,307.87 9,531.85
% of Employee costs against the 6.50% 10.49% 19.69%
revenue
The Employee Benefit expenses include Salary and Wages paid to employees including contribution to welfare funds such as
provident fund, ESI, remuneration paid to directors/partners, gratuity expenses and staff welfare expenses on day-to-day basis.
Capacity and Capacity Utilization
The following table sets forth the installed capacity, actual production, and utilization of our manufacturing facilities for the periods
indicated. Given that our products undergo customisation to meet specific customer requirements and have varying shapes and
weights, we are unable to determine the capacity on a product-by-product basis.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Capacity Installed (in Nos.) 6,220.00 8,761.00 11,863.00
Production (in Nos.) 5,317.00 6,955.00 9,151.00
Utilization (in %) 85% 79% 77%
Note: - As certified by, Yuvaraj S, independent chartered engineer by his certificate dated 21/08/2025
Quality Control Procedures, Certifications & Approvals
Our quality policy is focussed on fulfilling customer requirements through reliable products and services aimed at meeting all
regulatory requirements and through continuous improvement of our quality management systems. Given the nature of application
of our products and engineering processes to critical industries such as railways/metro/defence and aerospace, our products and
engineering processes are measured against, high quality standards and stringent specifications of our customers. These
specifications are provided by our customers through technical specifications and quality standards forming part of the contracts
which we enter into with our customers.
Our Company has acquired the following certifications and approvals:
• IRIS Certification based on ISO/TS 22163:2017
142• ISO 9001:2015-Design, Development, Manufacture, Supply and Installation of Interiors, Exteriors and FRP products for
Railway Applications and FRP product for General Applications such as Wind Turbines and Automotive.
• EN Welding Certificate, Certification level CL1 according to EN 15085-2
• AS9100D & BS EN ISO 9001:2015- Manufacture of Fibre Reinforced Polymer (FRP) claddings and components,
fabricated sheet metal and their assemblies for Aerospace, Défense and Industrial Applications.
• Approved Supplier for Indian Railways (IREPS)
• Registered and Approved Vendor as Manufacturer for CVRDE
• Registered and Approved Vendor as Manufacturer for HAL (Hindustan Aeronautics Limited)
• Registered and Approved Vendor for Défense Avionics Research Establishment
Logistics
We engage third-party logistics service providers to facilitate our transportation needs. The choice of transportation mode each for
each shipment depends on several factors, including the urgency, size, and value of the order. The mode of transport available for a
particular shipment includes road, rail or air to deliver our products to our customers based on mutually agreed terms and conditions.
Sales and Marketing
Over a period of time, we have developed cordial relationships with our customers by providing quality services and products as
per their requirements within the scheduled time. Our business is conducted on a business-to-business basis and our focus is on
maintaining constant contact with customers and to ensuring timely delivery. We have a purchase team and a customer team that is
dedicated to taking new orders, quoting rates, and aids in understanding the requirements of our customers.
We primarily leverage opportunities through RFP’s and tenders floated that are published through dedicated portals by our
customers. Our planning & development team have significant expertise in project bidding, proposal management, costing and
contract management which enables us to acquire contracts.
Intellectual Property
Details of intellectual property registered by our Company have been provided below:
S.No. Trademark/Logo Class Nature of Owner Trademark Status
Trademark/Copyright No. and
Date
1. 12 Trademark Airfloa Rail 6779938 Applied
Technology
Limited
Immovable Properties
The following table sets forth the details of our Registered Office and manufacturing facilities:
S. Description and Address Ownership Name of Lessor Area Rent Tenure of
No. Usage Status Lease
1. Registered No:9, Rented Venkatesan 6,179.00 1,20,000/- 11 Months
Office Chelliamman Koil Dakshinamoorthy and sq. ft. per month (up to
Street, Manikandan Dakshna September
Keelkattalai, moorthy 2025)
Chennai-600117
2. Manufacturing 4D, Boopathy Rented Manikandan Dakshna 7,200 sq. 1,20,000/- 11 Months
Unit Nagar Industrial moorthy, ft. per month (up to
Area, Kilkattalai, V. Revathy and September
Chennai, Nandhini Manikandan 2025)
Kancheepuram,
Tamil Nadu,
600117
1433. Manufacturing No.127, Owned NA 52,258.785 NA N/A
Unit Mettupalayam sq. ft.
Road, Panrutti (48.55
Village, Ares)
Sriperumbudur
Taluk,
Kancheepuram-
631604, Chennai,
Tamil Nadu
Utilities & Infrastructure
Power
Our manufacturing processes require an uninterrupted and constant power from TANGENCO to ensure that the products are of high
quality and also to increase the productivity and lifetime of our machines and equipment. We depend on state electricity supply for
our power requirements and utilize diesel generators to ensure that our facilities are operational during power failures or other
emergencies.
Water
All our manufacturing units have adequate water supply provision.
Insurance
Our operations are subject to various risks inherent in the Rail Stock manufacturing and similar OEM industry. We have obtained
insurance in order to manage risk of losses from potentially harmful events including insurance policy covering fire, damage to
buildings, plant and machinery, electronic equipment, furniture and stocks. These insurance policies are renewed periodically to
ensure that the coverage is adequate. The detail of our total insurance coverage are as follows:
Sum insured/
Description Name Of the Total
Name of the coverage
S. of the Person/ Entity Policy ends Premium
Policy No. insurance under the
No. insurance Insured Under date (Amount in
company policy
policy the Policy ₹)
(in ₹ lakhs)
Air Flow
1017/368294 ICICI Stock
1 Equipments India 10/11/2025 5,000.00 5,80,751.00
842/00/000 Lombard Insurance
Pvt Ltd
Building, Air Flow
1017/368320 ICICI
2 Plant and Equipments India 10/11/2025 1,605.12 1,69,487.00
885/00/000 Lombard
Machinery Pvt Ltd
Air Flow
1017/385957 ICICI Property &
3 Equipments India 24/03/2026 623.00 92,628.00
740/00/000 Lombard Building
Pvt Ltd
Air Flow
4002/368295 ICICI
4 Burglary Equipments India 10/11/2025 5,000.00 21,830.00
052/00/000 Lombard
Pvt Ltd
Air Flow
4002/368320 ICICI
5 Burglary Equipments India 10/11/2025 1,515.00 6,615.08
987/00/000 Lombard
Pvt Ltd
OG-25-1501- Air Flow
BAJAJ Stock
6 4057- Equipments India 21/11/2025 1,100.00 82,354.00
ALLIANZ Insurance
00000297 Pvt Ltd
OG-25-1501- Air Flow
BAJAJ
7 4010- Burglary Equipments India 21/11/2025 1,100.00 22,000.00
ALLIANZ
00004807 Pvt Ltd
Air Flow
2948/015651
8 CHOLA MS Burglary Equipments India 14/02/2026 900.00 21,901.00
17/000/00
Pvt Ltd
Air Flow
2162/017360 Property &
9 CHOLA MS Equipments India 14/02/2026 900.00 79,603.00
40/000/00 Building
Pvt Ltd
1443001/BNI- Airfloa Rail
ICICI Vehicle
10 20234644/00/ Technology 12/03/2028 130.70 2,89,738.00
Lombard Insurance
000 Limited
Airfloa Rail
3001/394578 ICICI Vehicle
11 Technology 28/05/2028 29.45 1,08,410.00
694/00/000 Lombard Insurance
Limited
Competition
We are one of the manufacturers of our qualified product lines in the railway rolling stocks, for the Indian Railways, Metro Rail
markets and other industries comprising Aerospace and Defence.
We face competition from larger domestic and global manufacturers; however, we believe that our expertise in manufacturing
complex and highly engineered precision forged and machined components and our process efficiencies and long-standing customer
relationships act as a competitive strength.
Corporate Social Responsibility
Our Company is wholeheartedly committed to uplifting the communities we serve, driven by integrity, innovation, and a vision for
sustainable progress. Renowned for our high-quality offerings and unwavering customer focus, we aim to create meaningful impact.
Under the Companies Act, 2013, and its rules, we are obligated to allocate 2% of our average net profits from the preceding three
financial years to CSR initiatives. While not required for FY 2018-19, our CSR journey began in FY 2019-20 when profits in FY
2018-19 surpassed ₹5 crore.
We recognize that we fell short of our CSR obligations from FY 2019-20 to FY 2022-23. To address this, we promptly filed a
application with the relevant authorities, reflecting our dedication to correcting this lapse. Subsequently, we transferred the unspent
CSR funds to the Prime Minister’s National Relief Fund in 2024, reinforcing our commitment to societal upliftment. Going forward,
we are fully committed to ensuring compliance, with robust systems in place to meet our CSR goals effectively.
Further details with respect to the composition and terms of reference of the CSR Committee are set out under “Our Management –
Corporate Social Responsibility Committee” on page 157 of this Prospectus.
Information Technology
Our information technology systems are vital to our business and we have adopted an information technology software to assist us
in our operations. The key functions of our information technology team include establishing and maintaining enterprise information
management systems and accounting services to support our business requirements.
Also, our Engineering and Design team uses the softwares like Dassault Systems-Catia, Solid Works, etc. and other designing
softwares for designing of railway components and other components, etc.
145KEY INDUSTRIAL REGULATIONS AND POLICIES
In carrying on our business as described in the section titled “Our Business” on page 116, our Company is regulated by the
following legislations in India. The following description is a summary of the relevant regulations and policies as prescribed by the
Government of India and other regulatory bodies that are applicable to our business. The information detailed in this chapter has
been obtained from the various legislations, including rules and regulations promulgated by the regulatory bodies and the bye laws
of the local authorities that are available in the public domain. The regulations and policies set out below may not be exhaustive
and are only intended to provide general information to the investors and are neither designed nor intended to be a substitute for
professional legal advice. For details of Government Approvals obtained by the Company in compliance with these regulations, see
“Government and Other Approvals” on page 209.
Our business is governed by various central and state legislations that regulate the substantive and procedural aspects of our
Company’s businesses. Our Company is required to obtain and regularly renew certain licenses/ registrations and/or permissions
required statutorily under the provisions of various Central and State Government regulations, rules, bye-laws, acts and policies.
Given below is a brief description of the certain relevant legislations that are currently applicable to the business carried on by our
Company:
A. Industry Related Laws
The Factories Act of 1948 (“Factories Act”)
The term ‘factory’, as defined under the Factories Act, 1948 (“Factories Act”) includes any premises which employs or
has employed on any day in the previous 12 months, 10 or more workers and in which any manufacturing process is carried
on with the aid of power, or any premises wherein 20 or more workmen are employed at any day during the preceding 12
months and in which any manufacturing process is carried on without the aid of power. Respective State Governments have
issued rules in respect of the prior submission of plans and their approval for the establishment of factories and registration
and licensing of factories. The Factories Act mandates the ‘occupier’ of a factory to ensure the health, safety and welfare
of all workers in the factory premises. Further, the occupier” of a factory is also required to ensure (i) the safety and proper
maintenance of the factory such that it does not pose health risks to persons in the factory premises; (ii) the safe use,
handling, storage and transport of factory articles and substances; (iii) provision of adequate instruction, training and
supervision to ensure workers’ health and safety; and (iv) cleanliness and safe working conditions in the factory premises.
If there is a contravention of any of the provisions of the Factories Act or the rules framed thereunder, the occupier and
manager of the factory may be punished with imprisonment or with a fine or with both.
Industrial Disputes Act, 1947, as amended (the “ID Act”)
The ID Act provides for statutory mechanism of settlement of all industrial disputes, a term which primarily refers to a
dispute or difference between employers and workmen concerning employment or the terms of employment or with the
conditions of labour of any person. The Industrial Dispute (Central) Rules, 1957 inter-alia specify procedural guidelines
for lock-outs, closures, layoffs and retrenchment.
Industries (Development and Regulation) Act, 1951, as amended (“IDR Act”)
The IDR Act has been liberalized under the New Industrial Policy dated July 24, 1991 and all industrial undertakings are
exempt from licensing except for certain industries, including, among others, all types of electronic aerospace, defence
equipment, ships and other vessels drawn by power. The IDR Act is administered by the Ministry of Industries and
Commerce through the Department for Promotion of Industry and Internal Trade (“DPIIT”). The main objectives of the
IDR Act is to empower the Government to take necessary steps for the development of industries; to regulate the pattern
and direction of industrial development; and to control the activities, performance and results of industrial undertakings in
the public interest. The DPIIT is responsible for formulation and implementation of promotional and developmental
measures for growth of the industrial sector.
Industrial Employment (Standing Orders) Act, 1946
In order to strengthen the bargaining powers of the workers this act is enacted, it requires the employers to formally define
the working conditions to the employee. As per this act, an employer is required to submit five copies of standing orders
required by him for adoption of his industrial establishment. An employer failing to submit the draft standing orders as
required by this act shall be liable to pay fine as per section 13 of this act.
The Industrial Relations Code, 2020
146The Industrial Relations Code, 2020 received the assent of the President of India on September 28, 2020 and it proposes to
subsume three existing legislations, namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the
Industrial Employment (Standing Orders) Act, 1946. The provisions of this Code will be brought into force on a date to be
notified by the GOI.
Aircraft Act, 1934 as amended (“Aircraft Act”), the Aircraft Rules, 1937 as amended (“Aircraft Rules”)
The Aircraft Act and the Aircraft Rules were enacted to control the manufacture, possession, use, operation, sale, and the
import and export of aircrafts. They stipulate parameters for determining airworthiness, maintenance of aircrafts, general
conditions for flying and safety, registration of aircrafts and conduct of investigations. The Directorate General of Civil
Aviation (“DGCA”) is the competent authority for providing the abovementioned license and approvals. The DGCA is the
regulatory body in the field of civil aviation primarily responsible for regulation of air transport services to/from/within
India and for enforcement of civil air regulations, air safety and air worthiness standards. Further, the Bureau of Civil
Aviation Security (“BCAS”) is an independent authority responsible for laying down standards and measures with respect
to security of civil flights at international and domestic airports in India.
Pursuant to the Aircraft (Amendment) Act, 2020, three regulatory bodies under the Ministry of Civil Aviation were
accorded the status of statutory organisations. The DGCA is responsible for carrying out safety oversight and regulatory
functions, the BCAS is responsible for carrying out regulatory and oversight functions in respect of matters relating to civil
aviation security and the Aircraft Accidents Investigation Bureau is responsible for matters related to investigation of
aircraft accidents or incidents
B. Laws Relating to Employment
The various labour and employment related legislation that may apply to our operations, from the perspective of protecting
the workers’ rights and specifying registration, reporting and other compliances, and the requirements that may apply to us
as an employer, would include, among others, the following: (i) Contract Labour (Regulation and Abolition) Act, 1970;
(ii) Relevant state specific shops and commercial establishment legislations; (iii) Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952; (iv) Employees’ State Insurance Act, 1948; (v) Minimum Wages Act, 1948; (vi)
Payment of Bonus Act, 1965; (vii) Payment of Gratuity Act, 1972; (viii) Payment of Wages Act, 1936; (ix)
Maternity Benefit Act, 1961; (x) Apprenticeship Act, 1961; (xi) Equal Remuneration Act, 1976; (xii) Employees’
Compensation Act, 1923; and (xiii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 In order to rationalize and reform labour laws in India, the Government has enacted the following codes, which
will be brought into force on a date to be notified by the Central Government:
Code on Wages, 2019
The Code on Wages regulates and amalgamates wage and bonus payments and subsumes four existing laws namely –the
Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal
Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to employees, the manner of payment and
calculation of wages and the payment of bonus to employee. The Central Government has notified certain provisions of
the Code on Wages, mainly in relation to the constitution of the central advisory board.
Code on Social Security, 2020
The Code on Social Security amends and consolidates laws relating to social security, and subsumes various social security
related legislations, inter alia including the Employee’s State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, Building and Other Construction Worker’' Welfare
Cess Act, 1996 and the Payment of Gratuity Act, 1972. It governs the constitution and functioning of social security
organisations such as the Employee’s Provident Fund Organisation and the Employee’s State Insurance Corporation,
regulates the payment of gratuity, the provision of maternity benefits and compensation in the event of accidents that
employees may suffer, among others.
The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code consolidates and amends the laws regulating the
occupational safety and health and working conditions of the persons employed in an establishment. It replaces 13 old
central labour laws including the Factories Act, 1948, Contract Labour (Regulation and Abolition) Act, 1970, the Building
and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 and the Inter-State
Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979.
147C. Environmental Laws
The Environment (Protection) Act, 1986 (the “EPA”)
The EPA has been enacted with the objective of protecting and improving the environment and for matters connected
therewith. As per the EPA, the Central Government has been given the power to take all such measures for the purpose of
protecting and improving the quality of the environment and to prevent environmental pollution. Further, the Central
Government has been given the power to give directions in writing to any person or officer or any authority for any of the
purposes of the EPA, including the power to direct the closure, prohibition or regulation of any industry, operation or
process.
The Environmental Impact Assessment Notification, 2006 (the “Notification”)
As per the Notification, any construction of new projects or activities or the expansion or modernization of existing projects
or activities as listed in the Schedule attached to the notification entailing capacity addition with change in process and or
technology can be undertaken only after the prior environmental clearance from the Central government or as the case may
be, by the State Level Environment Impact Assessment Authority, duly constituted by the Central government under the
provisions of the Environment (Protection) Act, 1986, in accordance with the procedure specified in the notification. The
environmental clearance process for new projects comprises of four stages viz. screening, scoping, public consultation and
appraisal. However, in 2016, MoEF issued a notification for integrating standard and objectively monitorable
environmental conditions with building permissions for buildings of different sizes with rigorous monitoring mechanism
for implementation of environmental concerns and obligations in building projects. This is in line with the objective of the
Central government to streamline the permissions for buildings and construction sector so that affordable housing can be
provided to weaker sections in urban area under the scheme ‘Housing for All by 2022’and is proposing to remove the
requirement of seeking a separate environment clearance from the MoEF for individual buildings having a total build up
area between 5,000 square metre and 150,000 square metre, apart from adhering to the relevant bye-laws of the concerned
State authorities.
The Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Air (Prevention and Control of
Pollution) Act, 1981 (“Air Act”)
The Water Act prohibits the use of any stream or well for the disposal of polluting matter, in violation of the standards set
out by the concerned PCB. The Water Act also provides that the consent of the concerned PCB must be obtained prior to
opening of any new outlets or discharges, which are likely to discharge sewage or effluent. Air (Prevention and Control of
Pollution) Act, 1981 (the “Air Act”) The Air Act requires that any industry or institution emitting smoke or gases must
apply in a prescribed form and obtain consent from the state PCB prior to commencing any activity. The state PCB is
required to grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions
relating to specifications of pollution control equipment to be installed.
The Public Liability Insurance Act, 1991 (“PLI Act”)
The PLI Act provides for public liability insurance for the purpose of providing immediate relief to the persons affected by
accident occurring while handling any hazardous substance and imposes liability on the owner of hazardous substances for
any damage arising out of an accident involving such hazardous substances. The government by way of a notification has
enumerated a list of hazardous substances. The owner or handler is also required to obtain an insurance policy insuring
against liability under the legislation. The rules made under the PLI Act mandate that the owner has to contribute towards
the environmental relief fund a sum equal to the premium paid on the insurance policies. The amount is payable to the
insurer.
D. Intellectual Property Laws
The Trademarks Act, 1999 (“Trademarks Act”)
Under the Trademarks Act, a trademark is a mark capable of being represented graphically and which is capable of
distinguishing the goods or services of one person from those of others used in relation to goods and services to indicate a
connection in the course of trade between the goods and some person having the right as proprietor to use the mark. Section
18 of the Trademarks Act requires that any person claiming to be the proprietor of a trademark used or proposed to be used
by him, must apply for registration in writing to the registrar of trademarks. The right to use the mark can be exercised
either by the registered proprietor or a registered user. The present term of registration of a trademark is 10 (ten) years,
which may be renewed for similar periods on payment of a prescribed renewals.
E. Foreign Investment Regulations
148The foreign investment in India is governed, among others, by the Foreign Exchange Management Act, 1999, the Foreign
Exchange Management (Non-debt Instruments) Rules, 2019 (“FEMA Rules”) and the consolidated FDI policy (effective
from October 15, 2020) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry, Government of India (earlier known as the Department of Industrial Policy and Promotion (“FDI Policy”),
each as amended. Further, the Reserve Bank of India has enacted the Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instruments) Regulations, 2019 on October 17, 2019 which regulates mode of payment and
remittance of sale proceeds, among others. The FDI Policy and the FEMA Rules prescribe inter alia the method of
calculation of total foreign investment (i.e. direct foreign investment and indirect foreign investment) in an Indian company.
Foreign Trade (Development and Regulation) Act, 1992 (“FTDRA”), the Foreign Trade (Regulation) Rules, 1993
(“FTRR”) and the Foreign Trade Policy 2015-2020 (“Foreign Trade Policy”)
The FTDRA provides for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India. The FTDRA empowers the Central Government to formulate and amend the foreign trade policy. The
FTDRA prohibits any person from making an import or export except under an Importer-exporter Code Number (“IEC”)
granted by the director general or any other authorized person in accordance with the specified procedure. The IEC may be
suspended or cancelled if the person who has been granted such IEC contravenes, amongst others, any of the provisions of
the FTDRA, or any rules or orders made thereunder, or the foreign policy or any other law pertaining to central excise or
customs or foreign exchange. The FTDRA also prescribes the imposition of penalties on any person violating its provisions.
The FTRR prescribes the procedure to make an application for grant of a license to import or export goods in accordance
with the foreign trade policy, the conditions of such license, and the grounds for refusal of a license. The FTDRA empowers
the Central Government to, from time to time, formulate and announce the foreign trade policy. The Foreign Trade Policy
came into effect in 2017 and requires all importers and exporters to obtain an IEC. Further, pursuant to the policy, the
Director General of Foreign Trade may impose prohibitions or restrictions on the import or export of certain goods, for
reasons including the protection of public morals, protection of human, animal or plant life or health, and the conservation
of national resources. The Foreign Trade Policy also prescribes restrictions on imports or exports in relation to specific
countries, organisations, groups, individuals or products. The Foreign Trade Policy also provides for various schemes,
including the export promotions capital goods scheme and duty exemption/remission schemes. India’s current Foreign
Trade Policy (2015-20) (as extended until September 30, 2022 and thereafter, extended till March 31, 2023) envisages
helping exporters leverage benefits of GST, closely monitoring export performances, increasing ease of trading across
borders, increasing realization from India’s agriculture-based exports and promoting exports from MSMEs and labour-
intensive sectors.
Foreign Exchange Management Act, 1999 (“the FEMA”) and Rules and Regulations thereunder
Export of goods and services outside India is governed by the provisions of the Foreign Exchange Management Act, 1999,
read with the applicable regulations. The Foreign Exchange Management (Export of goods and services) Regulations, 2000
have been superseded by the Foreign Exchange Management (Export of Goods and Services) Regulations, 2015 (“Export
of Goods and Services Regulations 2015”) issued by the RBI on January 12, 2016 (last amended on June 23, 2017). The
RBI has also issued a Master Circular on Export of Goods and Services. The export is governed by these Regulations which
make various provisions such as declaration of exports, procedure of exports as well as exemptions.
FEMA Rules
The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Mode of Payment
and Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No. FEMA. 395/2019-RB dated October 17,
2019 (“FEMA Rules”) to prohibit, restrict, or regulate transfer by or issue security to a person resident outside India. As
laid down by the FEMA Rules, no prior consents and approvals are required from the RBI for Foreign Direct Investment
(“FDI”) under the “automatic route” within the specified sectoral caps. In respect of all industries not specified as FDI
under the automatic route, and in respect of investment in excess of the specified sectoral limits under the automatic route,
approval may be required from the RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments
in the sector in which the Company operates. Therefore, foreign investment up to 100% is permitted in the Company under
the automatic route.
F. Taxation Laws
Income Tax Act, 1961
Income Tax Act, 1961 is applicable to every domestic or foreign company whose income is taxable under the provisions
of this Act or rules made under it depending upon its “Residential Status” and “Type of Income” involved. Under section
149139(1) every Company is required to file its income tax return for every previous year by October 31 of the assessment
year. Other compliances like those relating to tax deduction at source, fringe benefit tax, advance tax, and minimum
alternative tax and the like are also required to be complied with by every company.
Goods and Service Tax (GST)
Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State
Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by Centre on intra-
state supply of goods or services and by the States including Union territories with legislature/ Union Territories without
legislature respectively. A destination-based consumption tax GST would be a dual GST with the center and states
simultaneously levying tax with a common base. The GST law is enforced by various acts viz. Central Goods and Services
Act, 2017 (CGST), State Goods and Services Tax Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017
(UTGST), Integrated Goods and Services Tax Act, 2017 (IGST) and Goods and Services Tax (Compensation to States)
Act, 2017 and various rules made thereunder.
Customs Act, 1962 (“Customs Act”)
The Customs Act, as amended, regulates import of goods into and export of goods from India by providing for levy and
collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any company intending to import
or export goods is first required to get registered under the Customs Act and obtain an Importer Exporter Code under FTDR.
Customs duties are administrated by Central Board of Indirect Tax and Customs under the Ministry of Finance, GoI.
Professional Tax
Professional tax is a state level tax which is imposed on income earned by way of profession, trade, calling or employment.
At present, professional tax is imposed only in Karnataka, Bihar, West Bengal, Andhra Pradesh, Telangana, Maharashtra,
Tamil Nadu, Gujarat, Assam, Kerala, Meghalaya, Odisha, Tripura, Madhya Pradesh, and Sikkim.
G. Other Applicable Laws
The Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act")
The MSMED Act, was enacted to promote and enhance the competitiveness of Micro, Small and Medium Enterprise
("MSME"). A National Board shall be appointed and established by the Central Government for MSME enterprise with
its head office at Delhi in the case of the enterprises engaged in the manufacture or production of goods pertaining to any
industry mentioned in first schedule to Industries (Development and Regulation) Act, 1951. The Government, in the
Ministry of Micro, Small and Medium Enterprises has issued a notification dated June 1, 2020 revising definition and
criterion and the same came into effect from July 1, 2020. The notification revised the definitions as "Micro enterprise",
where the investment in plant and machinery or equipment does not exceed one crore rupees and turnover does not exceed
five crore rupees; "Small enterprise", where the investment in plant and machinery or equipment does not exceed ten crore
rupees and turnover does not exceed fifty crore rupees; "Medium enterprise", where the investment in plant and machinery
or equipment does not exceed five crore and turnover does not exceed two hundred and fifty crore rupees.
Municipality Laws
State governments are empowered to endow municipalities with such powers and authority as may be necessary to enable
them to perform functions in relation to permitting the carrying on of trade and operations. Accordingly, State governments
have enacted laws authorizing municipalities to regulate use of premises, including regulations for issuance of a trade
license to operate, along with prescribing penalties for non-compliance.
Shops and Establishments Legislations
Under the provisions of local shops and establishments legislations applicable in different states, commercial
establishments are required to be registered. Such legislations regulate the working and employment conditions of workers
employed in shops and commercial establishments and provide for fixation of working hours, rest intervals, overtime,
holidays, leave, termination of service, maintenance of shops and establishments and other rights and obligations of the
employers and employees.
Fire Prevention Laws
150State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our
offices and Training Centres and include provisions in relation to providing fire safety and life saving measures by
occupiers of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and
impose penalties for non-compliance.
Competition Act, 2002
The Competition Act, 2002 came into effect on June 1, 2011, and has been enacted to “prohibit anti- competitive
agreements, abuse of dominant positions by enterprises” and regulates “combinations” in India. The Competition Act also
established the Competition Commission of India (the “CCI”) as the authority mandated to implement the Competition
Act. The Act prohibits Combinations which are likely to cause an appreciable adverse effect on competition in a relevant
market in India. The CCI may enquire into all combinations, even if taking place outside India, or between parties outside
India, if such combination is likely to have an appreciable adverse effect on competition in India.
The Insolvency and Bankruptcy Code, 2016 (the “Code”)
The Insolvency and Bankruptcy Code, 2016 cover Insolvency of companies, Limited Liability partnerships (LLPs),
unlimited liability partnerships, and individuals. The IBC 2016 has laid down a collective mechanism for resolution of
insolvencies in the country by maintaining a delicate balance for all stakeholders to preserve the economic value of the
process in a time bound manner. The code empowers any creditor of a Corporate Debtor (CD), irrespective of it being a
Financial Creditor (FC) or Operational Creditor (OC) or secured or unsecured creditor, or the Corporate Debtor itself, to
make an application before the Adjudicating Authority (AA) to initiate Corporate Insolvency Resolution Process (CIRP)
against a Corporate Debtor, at their discretion, in the event of there being a default by the Corporate Debtor in payment of
their dues for an amount as specified from time to time. On initiation of the Said CIRP, a resolution to be sought for the
company within a time bound time period of 180 days
Companies Act 2013
The Companies Act 2013 is the law covering incorporations, dissolution and the running of companies in India. The Act
came into force across India on 12th September 2013 and has a few amendments to the previous act of 1956. It has also
introduced new concepts like a One Person Company.
Consumer protection Act, 2019
An Act to provide for protection of the interests of consumers and for the said purpose, to establish authorities for timely
and effective administration and settlement of consumers' disputes and for matters connected therewith. The Act establish
a Council to be known as the Central and State Consumer Protection Council. The Act establish Consumer Disputes
Redressal Agencies. The Act provide speedy and simple redressal to consumer disputes, a quasi-judicial machinery is
sought to be set up at the district, State and Central level. These quasi-judicial bodies will observe the principles of natural
justice and have been empowered to give relief of a specific nature and to award, wherever appropriate, compensation to
consumers. Penalties for non-compliance of the orders given by the quasi-judicial bodies have also been provided.
Indian Contract Act 1872
The Indian Contract Act 1872 is a comprehensive guide that governs contracts and agreements in India. The act was passed
to provide a legal framework for contract law and has been amended several times over the years to keep up with changing
economic conditions. The Indian Contract Act of 1872 is a comprehensive legal framework that controls all commercial
relationships in India. The act lays down the rules and regulations that need to be followed while entering into a contract
and also provides remedies for breach of contract.
Sale of Goods Act, 1930
This Act has been came into force on the 1st day of July,1930. The unrepealed provisions of the Indian Contract Act, 1872,
save in so far as they are inconsistent with the express provisions of this Act, shall continue to apply to contracts for the
sale of goods. The Act contains the provisions regarding the sale and agreement to sell.
Other Laws
In addition to the above, our Company is required to comply with the provisions of the Prevention of Corruption Act, 1988,
Rent Control Act, Information technology act, the Arbitration and Conciliation Act, 1996 and other applicable laws and
regulations imposed by the Central and State Governments and other authorities for its day-to-day operations.
151HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was originally incorporated as ‘Air Flow Equipments (India) Private Limited’ a private limited company under the
Companies Act, 1956 at Chennai, Tamil Nadu, pursuant to a certificate of incorporation dated December 14, 1998, issued by the
Registrar of Companies, Tamil Nadu, Chennai, (“RoC”). Thereafter, name of our Company was changed from ‘Air Flow
Equipments (India) Private Limited’ to ‘Airfloa Rail Technology Private Limited’, consequent to name change, pursuant to a special
resolution passed by the shareholders of our Company on July 18, 2024, and a fresh certificate of incorporation consequent to change
of name was issued by the Registrar of Companies, Central Processing Centre on August 27, 2024. Thereafter, name of our Company
was changed from ‘Airfloa Rail Technology Private Limited’ to ‘Airfloa Rail Technology Limited’, consequent to conversion of
our Company from private to public company, pursuant to a special resolution passed by the shareholders of our Company on
September 12, 2024 and a fresh certificate of incorporation consequent to conversion of the company was issued by the Registrar
of Companies, Central Processing Centre on November 15, 2024. Our Company’s Corporate Identity Number is
U30204TN1998PLC041571.
Change in registered office of our Company
The following changes were made in the location of our Registered Office:
From To With effect from Reason for Change
No. 12, Thiruvalluvar street , No 9 Chelliamman Koilstreet December 14, 2004 Administrative purpose
Keelakattalai, Chennai- Keelkttalai Chennai-117 Chennai-
117 Tamil Nadu 600117 India
600117
Main Objects of our Company
The main objects of our Company are as follows:
1. To carry on in India or Abroad the business of manufacturing, processing, assembling, developing, designing, buying,
selling, importing, exporting, altering, hiring, letting on hire, maintaining, integrating, improving, and dealing with all types
of Railway Rolling Stocks, Passenger Rail Coaches and their discrete components, Rail Wagons and their discrete
components, Locomotives and their discrete components.
2. To carry on in India or Abroad the business of manufacturing and maintenance of all electrical, electronics, mechatronics,
hardware and components related to Aerospace & defence including truck-based defence vehicles such as main battle tanks
and artillery tanks. To carry on the business of acquiring, developing, improving, designing, selling, sub-contracting,
importing, exporting, and licensing, software programmes and/or products of any description and type for the rail,
aerospace and defence sectors.
3. To carry on in India or Abroad the business of manufacturing precision machining components for engine parts,
manufacturing structural components, engineering assembly, and stimulators for the Aerospace Industry & Defence
Industry including technology development and Integration activities into the above industries.
4. To carry on in India or Abroad the business of manufacturing, assembling, fabricating, buying, selling, trading, distributing,
exporting, importing, exchanging and dealing in all types of electric vehicles, including but not limited to, electric cars,
electric rickshaw, electric carts, electric vans, electric trucks, electric scooters, electric buses and other battery powered and
electric vehicles.
5. To carry on in India or Abroad the business to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate, manipulate
and prepare for market ore, metal, mineral, and mineral substances of all kinds and to carry on any other metallurgical
operation including to manufacture, process, refine, buy, sell, export, import, or otherwise deal in all kinds of ferrous and
non-ferrous metals & their scraps.
6. To carry on business of civil, mechanical, electrical and consulting engineers, aeronautical engineers, aviation engineers,
construction engineers and engineers in all branches of work whatsoever known to engineering, erectors, mechanics,
manufacturers of any other kind of machineries, tools, products, appliances and of all or any parts thereof or accessories
thereto; which is used for the purpose of any other purpose whatsoever and/or any part thereof or accessories thereto;
manufacturers of all other instruments used in or in connection with any of the above business; and of motors, machinery
and scientific appliances, apparatus and devices of every description whatsoever; rolling stock, timber goods, iron, steel
and other metal implement tools utensils and convenience of every kind.
1527. To take up turnkey contracts within the country and outside involving Engineering, Consultancy, Procurement,
Construction, Project management & Completion in various sectors like power, railways, on-shore oil & gas, refinery,
fertilizers, chemicals, petrochemicals, sea &air ports and such other industries; engage in Process Design, Front End
Engineering, Detailed Engineering, Construction Supervision and associated activities necessary for Turnkey Contracts;
undertake Operations & Maintenance of such Turnkey Projects after completion and/or of projects completed by other
contractors for any utility companies or other process industries or projects and to apply for, tender purchase or otherwise
acquire, contract, sub-contract and concession for all or any of them and to sub-let all in contract from time to time and
upon such terms and conditions as may be thought expedient.
8. To construct, Build, develop maintain, operate, own and transfer infrastructure facilities including housing, roads,
highways, bridges, airports, ports, rail systems, water supply projects, irrigation projects, inland waterways and inland
ports, water treatment systems, solid waste management systems, sanitations and sewerage systems, or any other public
facilities of similar nature;
9. To carry on the trade or business of consultants, technicians, service contractors and engineers in any branch of industry,
including mining, metallurgical, chemical, electrical, sanitary, water works, industrial, civil, mechanical and structural and
to supply and furnish pursuant to such contractual or other arrangements as may be entered into professional, technical,
sales and other services in and outside the union of India to any person, firm or corporation in connection with the setting
up, establishment, working and operation of any industry and for all or any of the purposes aforesaid.
The main objects as contained in the MoA enable our Company to carry on the business presently being carried out and the activities
proposed to be undertaken pursuant to the objects of this Issue.
Amendments to the Memorandum of Association
The following amendments have been made to the Memorandum of Association of our Company in the last ten (10) years:
Date of shareholder’s Nature of amendments
resolution
June 24, 2024 Clause V of the MoA was amended to reflect the increase in the authorised share capital of our Company from ₹
5,00,00,000 divided into 50,00,000 Equity Shares of ₹ 10 each to ₹ 25,00,00,000 divided into 2,50,00,000 Equity
Shares of ₹ 10 each.
July 18, 2024 Clause I of the MoA was amended to change the name of the Company from ‘Air Flow Equipments (India)
Private Limited’ to ‘Airfloa Rail Technology Private Limited’, to reflect change in name clause of the
company
July 18, 2024
Clause III of the MOA was amended to change the object clause of the company as follows:
1. To carry on in India or Abroad the business of manufacturing, processing, assembling, developing, designing,
buying, selling, importing, exporting, altering, hiring, letting on hire, maintaining, integrating, improving, and
dealing with all types of Railway Rolling Stocks, Passenger Rail Coaches and their discrete components, Rail
Wagons and their discrete components, Locomotives and their discrete components.
2.To carry on in India or Abroad the business of manufacturing and maintenance of all electrical, electronics,
mechatronics, hardware and components related to Aerospace & defence including truck-based defence vehicles
such as main battle tanks and artillery tanks. To carry on the business of acquiring, developing, improving,
designing, selling, sub-contracting, importing, exporting, and licensing, software programmes and/or products of
any description and type for the rail, aerospace and defence sectors.
3.To carry on in India or Abroad the business of manufacturing precision machining components for engine parts,
manufacturing structural components, engineering assembly, and stimulators for the Aerospace Industry & Defence
Industry including technology development and Integration activities into the above industries.
4.To carry on in India or Abroad the business of manufacturing, assembling, fabricating, buying, selling, trading,
distributing, exporting, importing, exchanging and dealing in all types of electric vehicles, including but not limited
to, electric cars, electric rickshaw, electric carts, electric vans, electric trucks, electric scooters, electric buses and
other battery powered and electric vehicles.
5.To carry on in India or Abroad the business to crush, win, get, quarry, smelt, calcine, refine, dress, amalgamate,
manipulate and prepare for market ore, metal, mineral, and mineral substances of all kinds and to carry on any
other metallurgical operation including to manufacture, process, refine, buy, sell, export, import, or otherwise deal
in all kinds of ferrous and non-ferrous metals & their scraps.
September 12, 2024 Clause I of the MoA was amended to change the name of the Company from ‘Airfloa Rail Technology Private
Limited’ to ‘Airfloa Rail Technology Limited’, to reflect the conversion of our Company from a private limited
company to a public limited company.
153November 21, 2024 Clause III of the MOA was amended to add the following object clause:
6. To carry on business of civil, mechanical, electrical and consulting engineers, aeronautical engineers,
aviation engineers, construction engineers and engineers in all branches of work whatsoever known to
engineering, erectors, mechanics, manufacturers of any other kind of machineries, tools, products,
appliances and of all or any parts thereof or accessories thereto; which is used for the purpose of any
other purpose whatsoever and/or any part thereof or accessories thereto; manufacturers of all other
instruments used in or in connection with any of the above business; and of motors, machinery and
scientific appliances, apparatus and devices of every description whatsoever; rolling stock, timber
goods, iron, steel and other metal implement tools utensils and convenience of every kind.
7.To take up turnkey contracts within the country and outside involving Engineering, Consultancy,
Procurement, Construction, Project management & Completion in various sectors like power, railways,
on-shore oil & gas, refinery, fertilizers, chemicals, petrochemicals, sea &air ports and such other
industries; engage in Process Design, Front End Engineering, Detailed Engineering, Construction
Supervision and associated activities necessary for Turnkey Contracts; undertake Operations &
Maintenance of such Turnkey Projects after completion and/or of projects completed by other
contractors for any utility companies or other process industries or projects and to apply for, tender
purchase or otherwise acquire, contract, sub-contract and concession for all or any of them and to sub-
let all in contract from time to time and upon such terms and conditions as may be thought expedient.
8.To construct, Build, develop maintain, operate, own and transfer infrastructure facilities including
housing, roads, highways, bridges, airports, ports, rail systems, water supply projects, irrigation
projects, inland waterways and inland ports, water treatment systems, solid waste management systems,
sanitations and sewerage systems, or any other public facilities of similar nature;
9.To carry on the trade or business of consultants, technicians, service contractors and engineers in any
branch of industry, including mining, metallurgical, chemical, electrical, sanitary, water works,
industrial, civil, mechanical and structural and to supply and furnish pursuant to such contractual or
other arrangements as may be entered into professional, technical, sales and other services in and
outside the union of India to any person, firm or corporation in connection with the setting up,
establishment, working and operation of any industry and for all or any of the purposes aforesaid.
Corporate profile of our Company
For details regarding the description of our Company’s activities, services, products, market, growth, technology, managerial
competence, standing with reference to prominent competitors, launch of key products or services, entry in new geographies or exit
from existing markets, major suppliers, distributors and customers, segment, capacity/facility creation, capacity built-up, marketing
and competition, please refer to the chapters titled “Our Business”, “Our Management” and “Management’s Discussion and Analysis
of Financial Position and Results of Operations” on pages 116, 157 and 192 respectively, of this Prospectus.
Major Events and Milestones
The table below sets forth some of the key events, milestones in our history since its incorporation.
Year Events
1998 Incorporation of Company
2003-04 First Company in India to supply Aluminium with powder coating to railway coaches (Interior products).
2004-05 Company received first export coach windows order for Angola through Indian railways.
2008 Our company has started providing its own rail coach design to customers
2010 Our company started Metro Rail Segment
2014-2016 The Company ventured into coach body building
2018-19 The company bagged orders for prestigious Vande Bharat (T-18) interior & seat components.
2019 Our company started Aero space segment
2020-21 Our Company bagged an executed order for complete turnkey interior furnishing of 97 mainline
passenger coaches for Srilanka through RITES
2024 The company changed its name from Airflow Equipments India Private Limited to Airfloa Rail
Technology Private Limited. The company also converted into a public limited company, henceforth the
name of the company changed to Airfloa Rail Technology Limited.
154Awards and Accreditations
Our company has not received any awards and accreditations since incorporation
Time and Cost Overrun
Our Company has not experienced any significant time and cost overrun in setting up projects.
Defaults or Rescheduling of Borrowings with Financial Institutions/ Banks
As of date of this Prospectus, there are no defaults or rescheduling of borrowings from financial institutions or banks or conversion
of loans into equity in relation to our Company.
Details regarding material acquisition or disinvestments of business / undertakings, mergers, amalgamation
Our Company has not made any business acquisition, merger and amalgamation or disinvestment of business in the last ten years.
Revaluation of assets
Our Company has neither revalued its assets nor has issued any Equity Shares (including bonus shares) by capitalizing any
revaluation reserves in the last ten years.
Holding Company
As on the date of this Prospectus, our Company does not have a holding company.
Subsidiaries of our Company
Sree Dakssnaa Aerospace And Defence India Private Limited is the Subsidiary of our company.
Associate or Joint ventures of our Company
As on the date of this Prospectus, our Company does not have any joint ventures or associate companies.
Strategic and Financial Partners
As on date of this Prospectus our Company does not have any strategic and financial partners.
Shareholders and Other Agreements
There are no shareholders and other material agreements, apart from those entered into in the ordinary course of business carried on
or intended to be carried on by us.
Agreements with key managerial personnel or a Director or Promoters or any other employee of the Company
There are no agreements entered into except in the ordinary course of business by a Key Managerial Personnel or Director or
Promoters or any other employee of our Company, either by themselves or on behalf of any other person, with any shareholder or
any other third party with regard to compensation or profit sharing in connection with dealings in the securities of our Company.
Guarantees given by Promoters offering its shares in the Offer for Sale
This is a fresh issue of Equity Shares and our Promoters are not offering their shares in this Issue.
Material Agreements
Our Company has not entered into any material agreements with strategic partners, joint venture partners and/or financial partners,
other than in the ordinary course of business of our Company.
Common pursuits
As on the date of this Prospectus, our Subsidiary is authorized to engage in similar business to that of our Company, and accordingly
there may be common pursuits between our Company and our Subsidiary. Our Company will adopt necessary procedures and
155practices as permitted by law to address any situations of conflict of interest, if and when they arise. However, there is no conflict
of interest between our Company and our Subsidiary as on the date of this Prospectus.
156OUR MANAGEMENT
Our Board of Directors
In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to the
provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company shall not be less than 3
and not more than 15. As on date of this Prospectus, we have Six (06) Directors on our Board, which includes One (01) Chairman
and Managing Director, one (01) Joint Managing Director, one (01) Whole-time Director and One (01) Non-executive Director
which is a woman director and Two (02) Independent Directors.
Set forth below, are details regarding our Board as on the date of this Prospectus:
Name, DIN, Date of Birth, Designation, Age Other Directorships
Address, Occupation, Term and Nationality (years)
Venkatesan Dakshinamoorthy 60 • Sree Dakssnaa Aerospace And Defence
India Private Limited
DIN: 00232210
• Airflow Energy Solutions Private
Date of Birth: June 12, 1965
Limited
Designation: Chairman and Managing Director
• Apura Energy Private Limited
Address: 12, Thiruvalluvar Nagar Main Road,
• Airflow Dafeng Rail Equipments Private
Keelkattalai, PO: Old Pallavaram, Dist.
Limited
Kancheepuram, Tamil Nadu-600117.
Occupation: Business
Term: For a period of 5 years from August 28,
2024.
Period of Directorship: Director since
Incorporation.
Nationality: Indian
Manikandan Dakshna moorthy 44 • Sree Dakssnaa Aerospace And Defence
India Private Limited
DIN: 00232275
• Airflow Energy Solutions Private
Date of Birth: October 12, 1980
Limited
Designation: Joint Managing Director
• Apura Energy Private Limited
Address: 5A, 3rd Floor, Residency Parikrama, No
• Airflow Dafeng Rail Equipments Private
13, 14th Cross Street, Shastri Nagar, Adyar,
Limited
Chennai Tamil Nadu - 600020
Occupation: Business
Term: For a period of 5 years from August 28,
2024.
Period of Directorship: Director since August
18, 2005
Nationality: Indian
Sathishkumar Venkatesan 33 • Ultima Environmental Solutions Private
Limited
DIN: 08561438
• Bharani Engineering Industries Private
Date of Birth: November 19, 1991
Limited
157Name, DIN, Date of Birth, Designation, Age Other Directorships
Address, Occupation, Term and Nationality (years)
Designation: Whole-time Director
Address: 12, Thiruvalluvar Nagar Main Road,
Keelkattalai, PO: Old Pallavaram, Dist.
Kancheepuram, Tamil Nadu-600117.
Occupation: Business
Term: For a period of 5 years from August 28,
2024.
Period of Directorship: Director since July 24,
2024
Nationality: Indian
Nandhini Manikandan 45 • Ultima Environmental Solutions Private
Limited
DIN: 08561378
• Bharani Engineering Industries Private
Date of Birth: April 05, 1980 Limited
Designation: Non-Executive Director
Address: 5A, 3rd Floor, Residency Parikrama, No
13, 14th Cross Street, Shastri Nagar, Adyar,
Chennai Tamil Nadu - 600020
Occupation: Business
Term: NA.
Period of Directorship: Director since July 24,
2024
Nationality: Indian
Sudhanshu Mani 66 • Rockwell Industries Limited
DIN: 10124439 • Frontier Springs Limited
Date of Birth: December 11, 1958
Designation: Independent Director
Address: Flat No. B-101, First Floor, Rohtas
Presidential Tower, Vibhutikhand TC-G-4/4,
Gomtinagar, Lucknow
Occupation: Service
Term: For a period of 5 years from July 26, 2024
till July 25, 2029.
Period of Directorship: Director since July 24,
2024
Nationality: Indian
Tilak Raj Seth 63 • Indian Iron And Steel Sector Skill Council
158Name, DIN, Date of Birth, Designation, Age Other Directorships
Address, Occupation, Term and Nationality (years)
DIN: 07027068 • Construction Skill Development Council
Of India
Date of Birth: July 12, 1962
• Logistics Sector Skill Council
Designation: Independent Director
• Aerospace And Aviation Sector Skill
Address: Flat 131, DDA SFS Flats, Nasir Pur,
Council
Sector 6 Pocket 3- Dwarka, Nasirpur, South West
Delhi- 110045
Occupation: Service
Term: : For a period of 5 years from August 30,
2024 till August 29, 2029.
Period of Directorship: Director since August
28, 2024
Nationality: Indian
Brief Biographies of our Directors
Mr. Venkatesan. Dakshinamoorthy is the Promoter, Chairman and Managing Director of our company. With a wealth of technical
expertise and more than two decades of experience with our company he has significantly contributed in handling Operations in our
company.
Mr. Manikandan Dakshna moorthy is the Promoter and Joint Managing Director of our company. He has Completed Bachelor of
Engineering from University of Madras. He leads the entire management team, contributing significantly to the company's growth
and exemplifies visionary leadership and innovative thinking. With a wealth of technical expertise and almost two decades of
experience with our company.
Mr. Sathishkumar Venkatesan is the Promoter and Whole-time Director of our company. He has Completed Bachelor of
Engineering from Sathyabama University and Master of Science from Coventry University. He is associated with our company from
July 24, 2024.
Ms. Nandhini Manikandan is the Promoter and Non-Executive Director of our Company. She has Completed Bachelor of
Engineering from University of Madras. She is associated with our company from July 24, 2024.
Mr. Sudhanshu Mani is the Independent Director of our Company. He has completed his Mechanical engineer from Institute of
Mechanical Engineers, London. Sudhanshu Mani retired in the apex grade of GoI from the Indian Railways (IR) Service of
Mechanical Engineering as General Manager, Integral Coach Factory, Chennai after serving IR for 38 years. He also served as
Railway Advisor in the Embassy of India, Berlin for 3 years, interacting with railway systems of advanced countries world-wide on
behalf of IR. A graduate engineer in Mechanical and Electrical engineering, he is also a Fellow of Institute of Mechanical Engineers,
London (IMechE). Hindustan Institute of Technology and Science, Chennai and Sir Padampad Singhania University, Udaipur, have
conferred upon him the degrees of Doctor of Science (Hon.) and Doctor of Philosophy (Hon.) respectively.
He led the Train 18/Vande Bharat project, the first ever indigenous semi high-speed train of India, from concept to delivery. His
journey in leading and completing this unique project is recounted in his best-seller book, ‘My Train 18 Story’. He has authored six
more books, including four on a subject of his special passion, art and railways, and one each on greening of environment and
collation of the works of Ghālib and Shakespeare and two more books are works in progress.
After retirement, he is engaged in advisory role in the corporate world, including technical, strategic and investment consulting.
Mr. Tilak Raj Seth is the Independent Director of our Company. He has completed his Bachelor of engineering in Electrical
Engineering from Delhi college of Engineering and Bachelor of Law from university of Delhi. He has more than 35 years of
experience working in Siemens Limited.
As on the date of the Prospectus
A. None of the above-mentioned Directors are on the RBI List of willful defaulters or Fraudulent Borrowers.
B. Neither Promoters nor persons forming part of our Promoter Group, our directors or persons in control of our Company or
our Company are debarred from accessing the capital market by SEBI.
C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, director or
159person in control of any other company, which is debarred from accessing the capital market under any order or directions
made by SEBI or any other regulatory authority.
D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the
date of filling of this Prospectus.
E. None of Promoters or Directors of our Company are a fugitive economic offender.
F. None of our Directors are/were director of any company whose shares were suspended from trading by stock exchange(s)
or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last five years.
G. In respect of the track record of the directors, there have been no criminal cases filed or investigations being undertaken with
regard to alleged commission of any offence by any of our directors and none of our directors have been charge- sheeted
with serious crimes like murder, rape, forgery, economic offence.
Relationship between our Directors
Name of Director Designation Relation
Venkatesan Dakshinamoorthy Chairman and Managing Director Brother of Manikandan Dakshna moorthy
Brother-in-law of Nandhini Manikandan
Father of Sathishkumar Venkatesan
Manikandan Dakshna moorthy Joint Managing Director Brother of Venkatesan Dakshinamoorthy
Spouse of Nandhini Manikandan
Uncle of Sathishkumar Venkatesan
Sathishkumar Venkatesan Whole Time Director Son of Venkatesan Dakshinamoorthy
Nephew of Manikandan Dakshna moorthy
Nephew of Nandhini Manikandan
Nandhini Manikandan Non-Executive Director Spouse of Manikandan Dakshna moorthy
Sister-in-law of Venkatesan
Dakshinamoorthy
Aunt of Sathishkumar Venkatesan
Arrangements and Understanding with Major Shareholders
None of our Key Managerial Personnel or Directors have been appointed pursuant to any arrangement or understanding with our
major shareholders, customers, suppliers or others pursuant to which of the directors was selected as a director.
Payment or Benefit to officers of our Company
Except as stated otherwise in this Prospectus and any statutory payments made by our Company, no non-salary amount or benefit
has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company’s officers except
remuneration of services rendered as Directors, officers or employees of our Company.
Service Contracts
Other than the statutory benefits that the Directors and the Key Managerial Personnel are entitled to, upon their retirement, Directors
and the Key Managerial Personnel of our Company have not entered into any service contracts pursuant to which they are entitled
to any benefits upon termination of employment or retirement.
Borrowing Powers of our Board
Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment of any
sum of money for the purposes of our Company. Our Company has, pursuant to an Extra-ordinary General Meeting held on
December 13, 2024, resolved that in accordance with the provisions of the Companies Act, 2013, our Board is authorised to borrow,
from time to time, such sum or sums of moneys as the Board which together with the moneys already borrowed by our Company
(apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business), may exceed
at any time the aggregate of the paid – up capital of our Company and its free reserves, that is to say, reserves not set apart for any
specific purpose, provided that the total amount of money/moneys borrowed by the Board of Directors and outstanding at one time
shall not exceed ₹ 50,000 Lakhs.
Terms of appointment and remuneration of our Managing Director, Joint Managing Director and Whole-time Directors
Venkatesan Dakshinamoorthy
Pursuant to a resolution passed by the Board of Directors at the meeting held on August 28, 2024 and approved by the Shareholders
of our Company at the EGM held on August 30, 2024, Venkatesan Dakshinamoorthy was appointed as the Managing Director of
our Company for a period of five (05) years with effect from August 28, 2024 along with the terms of remuneration, which provides
that the aggregate of his salary, allowances and perquisites in any one financial year shall be in accordance with Sections 196, 197,
203, and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Basic Salary Rs. 6.25 Lakhs per month
160Minimum In the event of loss or inadequacy of profits in any financial year, Mr. Venkatesan. Dakshinamoorthy shall
Remuneration be entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits under
Section II of Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed
including any statutory modification or re-enactment thereof from time to time as prescribed by the
Company.
Manikandan Dakshna moorthy
Pursuant to a resolution passed by the Board of Directors at the meeting held on August 28, 2024 and approved by the Shareholders
of our Company at the EGM held on August 30, 2024, Manikandan Dakshna moorthy was appointed as the Joint Managing Director
of our Company for a period of five (05) years with effect from August 28, 2024 along with the terms of remuneration, which
provides that the aggregate of his salary, allowances and perquisites in any one financial year shall be in accordance with Sections
196, 197, 203, and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Basic Salary Rs. 6.25 Lakhs per month
Minimum In the event of loss or inadequacy of profits in any financial year, Mr. Manikandan Dakshna moorthy shall
Remuneration be entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits under
Section II of Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed
including any statutory modification or re-enactment thereof from time to time as prescribed by the
Company.
Sathishkumar Venkatesan
Pursuant to a resolution passed by the Board of Directors at the meeting held on August 28, 2024 and approved by the Shareholders
of our Company at the EGM held on August 30, 2024, Mr. Sathishkumar Venkatesan was appointed as the Whole Time Director of
our Company for a period of five (05) years with effect from August 28, 2024 along with the terms of remuneration, which provides
that the aggregate of his salary, allowances and perquisites in any one financial year shall be in accordance with Sections 196, 197,
203, and other relevant provisions of the Companies Act, 2013 read with the rules prescribed thereunder.
Basic Salary Rs. 2.00 Lakhs per month
Minimum In the event of loss or inadequacy of profits in any financial year, Mr. Sathishkumar Venkatesan shall be
Remuneration entitled to receive a total remuneration including perquisites, etc., not exceeding the ceiling limits under
Section II of Schedule V of the Companies Act, 2013 subject to the minimum remuneration as prescribed
including any statutory modification or re-enactment thereof from time to time as prescribed by the
Company.
Remuneration details of our directors
(i) Remuneration of our Executive Directors
The aggregate value of the remuneration paid to the Executive Directors in Fiscal 2025 is as follows:
S. Remuneration (₹ in
Name of the Director
No. lacs)
1. Venkatesan Dakshinamoorthy 66.30
2. Manikandan Dakshna moorthy 66.30
3. Sathishkumar Venkatesan 16.00
(ii) Sitting fee details of our Independent Directors
There were no Independent Director in Fiscal 2024. Further for Fiscal 2025 Our Board of Directors in their meeting held on
December 12, 2024 have fixed ₹ 50,000/- per meeting as sitting fee for Independent Director for attending meetings of the Board
of Directors.
Payment or benefit to Directors of our Company
Except as disclosed in this Prospectus, no amount or benefit has been paid or given within the two preceding years or is intended to
be paid or given to any of the Executive Directors except the normal remuneration for services rendered as a Director of our
Company. Additionally, there is no contingent or deferred compensation payable to any of our directors.
Remuneration paid to our Directors by our Subsidiary
None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our
Subsidiaries in Fiscal 2025.
Loans to Directors
There are no loans that have been availed by the Directors from our Company that are outstanding as on the date of this Prospectus.
161Shareholding of Directors in our Company
Except as stated below, none of our directors holds any Equity Shares of our Company as on the date of filing of this Prospectus:
Sr. Name of the Shareholders Pre-Issue Post - Issue
No. Number of % of Pre-Issue Number of % of Post-
Equity Shares Equity Share Equity Shares Issue Equity
Capital Share Capital
1. Venkatesan Dakshinamoorthy 64,95,996 37.20 64,95,996 27.10%
2. Manikandan Dakshna moorthy 64,95,999 37.20 64,95,999 27.10%
Total 1,29,91,995 74.40 1,29,91,995 54.20%
Interest of our Directors
Our Executive Directors may be deemed to be interested to the extent of remuneration paid to them for services rendered as a
Director of our Company and reimbursement of expenses, if any, payable to them. For details of remuneration paid to our see “Terms
of appointment and remuneration of our Executive Directors” above.
Venkatesan Dakshinamoorthy, Manikandan Dakshna moorthy, Sathishkumar Venkatesan and Nandhini Manikandan are the
Promoters of our Company and may be deemed to be interested in the promotion of our Company to the extent they have promoted
our Company. Except as stated above, our directors have no interest in the promotion of our Company other than in the ordinary
course of business. Our directors may also be regarded as interested to the extent of Equity Shares held by them in our Company, if
any, details of which have been disclosed above under the heading “Shareholding of Directors in our Company”. All of our Directors
may also be deemed to be interested to the extent of any dividend payable to them and other distributions in respect of the Equity
Shares.
Our directors may also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are
associated as promoters, directors, partners, proprietors or trustees or kartas or coparceners or held by their relatives or that may be
subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners,
proprietors, members or trustees, pursuant to this Issue. Except as disclosed in “Financial Information” and “Our Promoters and
Promoter Group” beginning on Page Nos. 180 and 169, respectively of this Prospectus, our directors are not interested in any other
company, entity or firm.
Our Promoters and Managing Director, Venkatesan Dakshinamoorthy and Manikandan Dakshna moorthy have extended personal
guarantees in favour of certain banks with respect to the loan facilities availed by our Company from them. For further details, please
refer to the chapter titled ― “Financial Indebtedness” on page 184 of this Prospectus.
Further, our directors are interested in the properties of our Company, for details please see “Our Business- Land and Property” on
page 116.
Except as stated in “Restated Financial Information - Annexure – 4 Significant Accounting Policies and Explanatory Notes to the
Restated Financial Statements” beginning on Page No. 180 of this Prospectus, our directors do not have any other interest in the
business of our Company.
Interest as to property
Except as disclosed in this Prospectus, our directors do not have any interest in any property acquired or proposed to be acquired by
our Company or of our Company.
S. Description and Address Ownership Name of Lessor Area Rent Tenure of
Usage Status Lease
No.
2. Registered No:9, Rented Manikandan Dakshna 6179.00 1,20,000/- 11 Months
Office & Chelliamman Koil moorthy and sq. ft. per month
(up to
Corporate Office Street, Venkatesan
September
Keelkattalai, Dakshinamoorthy
2025)
Chennai-600117
2. Manufacturing 4D, Boopathy Rented Manikandan Dakshna 7200 sq. 2,80,000/- up to
Unit Nagar Industrial moorthy, ft. per month February
Area, Kilkattalai, 2026
Venkatesan
Chennai,
Dakshinamoorthy
Kancheepuram,
Tamil Nadu,
V. Revathi,
600117
Nandhini Manikandan
162*Above Related Party Transaction is on arm’s length basis
Bonus or Profit-Sharing Plan for our Directors
None of our Directors are a party to any bonus or profit-sharing plan.
Changes in our Board during the Last Three Years
Except as disclosed below, there have been no changes in our Board during the last three years.
Name of Director Date of Event Nature of Event Nature of Event
Venkatesan Dakshinamoorthy August 30, 2024 Change in Designation Appointment as Chairman and Managing
Director
Manikandan Dakshna August 30, 2024 Change in Designation Appointment as Joint Managing Director
moorthy
Sathishkumar Venkatesan July 24, 2024 Appointment Appointment as Additional Director
Sathishkumar Venkatesan August 30, 2024 Change in Designation Appointment as Whole-Time Director
Appointment as Additional Non-Executive
Nandhini Manikandan July 24, 2024 Appointment
Director
Nandhini Manikandan July 26, 2024 Change in Designation Appointment as Non-Executive Director
July 24, 2024 Appointment as Additional Independent
Sudhanshu Mani Appointment
Director
Sudhanshu Mani July 26, 2024 Change in Designation Appointment as Independent Director
August 28, 2024 Appointment Appointment as Additional Independent
Tilak Raj Seth
Director
Tilak Raj Seth August 30, 2024 Change in Designation Appointment as Independent Director
Management Organization Structure
Set forth is the management organization structure of our Company:
BOARD OF
DIRECTORS
NON-
EXECUTIVE
EXECUTIVE
DIRECTORS
DIRECTORS
JOINT WHOLE- NON-EXECUTIVE
MANAGING NON-EXECUTIVE
MANAGING TIME NON-
DIRECTOR DIRECTOR DIRECTOR INDEPENDENT INDEPENDENT
Key Managerial
Personnel
Corporate Governance
As our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from
time to time, as on date of this Prospectus, the requirement specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulations,
2015 are not applicable to our Company. In additions to the applicable provisions of the Companies Act, 2013 will be
applicable to our company immediately up on the listing of Equity Shares on the Stock Exchanges. However, our Company
has complied with the corporate governance requirement, particularly in relation to appointment of independent directors
163including woman director on our Board, constitution of an Audit Committee and Nomination and Remuneration Committee.
Our Board functions either on its own or through committees constituted thereof, to oversee specific operational areas.
Committees of our Board
Our Board has constituted following committees in accordance with the requirements of the Companies Act and SEBI Listing
Regulations:
a) Audit Committee;
b) Stakeholders’ Relationship Committee; and
c) Nomination and Remuneration Committee
d) Corporate Social Responsibility Committee
Details of each of these committees are as follows:
a. Audit Committee
Our Audit Committee was constituted on December 12, 2024 with the following members forming a part of the said Committee:
Sr. Name of Member Nature of Directorship Designation
No.
1. Sudhanshu Mani Independent Director Chairperson
2. Tilak Raj Seth Independent Director Member
3. Manikandan Dakshna moorthy Joint Managing Director Member
The Audit Committee is in compliance with Section 177 of the Companies Act 2013 and Regulation 18 of the SEBI Listing
Regulations. The Company Secretary shall act as the secretary of the Audit Committee.
The scope, functions and the terms of reference of our Audit Committee, is in accordance with Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations which are as follows:
A. Powers of Audit Committee
The Audit Committee shall have the following powers:
• To investigate any activity within its terms of reference;
• To seek information from any employee;
• To obtain outside legal or other professional advice; and
• To secure attendance of outsiders with relevant expertise, if it considers necessary
B. Role of the Audit Committee
The role of the audit committee shall include the following:
1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board
for approval, with particular reference to:
a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of
clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
1646. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus
/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue,
and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing, with the management, the statement of uses/ application of funds raised through an offer (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/
notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the
use/application of the funds raised through the proposed initial public offer by the Company;
8. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related parties;
Explanation: The term “related party transactions” shall have the same meaning as provided in Clause 2 (zc) of the SEBI
Listing Regulations and/or the Accounting Standards.
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
15. Discussion with internal auditors of any significant findings and follow up there on;
16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors;
19. Reviewing the functioning of the whistle blower mechanism;
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or
discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding
rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans / advances/
investments, as may be applicable.
23. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on
the listed entity and its shareholders.]
Further, the Audit Committee shall mandatorily review the following information:
• Management discussion and analysis of financial condition and results of operations;
• Statement of significant related party transactions (as defined by the audit committee), submitted by management;
• Management letters / letters of internal control weaknesses issued by the statutory auditors;
• Internal audit reports relating to internal control weaknesses; and
• Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee.
• statement of deviations
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1) of the SEBI Listing Regulations.
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of
Regulation 32(7) the SEBI Listing Regulations.
165As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with maximum interval
of four months between two meetings and the quorum for each meeting of the Audit Committee shall be two members or one third
of the members, whichever is greater, provided that there should be a minimum of two independent directors present.
b. Stakeholders’ Relationship Committee
Our Stakeholder’ Relationship Committee was constituted on December 12, 2024. The members of the said Committee are as
follows:
Sr. Name of Member Nature of Directorship Designation
No.
1. Sudhanshu Mani Independent Director Chairperson
2. Venkatesan Dakshinamoorthy Managing Director Member
3. Manikandan Dakshna moorthy Joint Managing Director Member
The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 20 of the
SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Stakeholders’ Relationship Committee.
The scope and function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013
and the SEBI Listing Regulations and the terms of reference, powers and scope of the Stakeholders’ Relationship Committee of our
Company include:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of
shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.;
2. Review of measures taken for effective exercise of voting rights of by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the
Registrar and Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and
ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and
5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.
As required under the SEBI Listing Regulations, the Stakeholders Relationship Committee shall meet at least once a year, and the
chairperson of the committee shall be present at the annual general meetings to answer queries of the security holders. The quorum
of the meeting shall be either two members or one third of the members of the committee whichever is greater.
c. Nomination and Remuneration Committee
Our Nomination and Remuneration Committee was constituted on December 12, 2024 with the following members:
Sr. Name of Member Nature of Directorship Designation
No.
1. Sudhanshu Mani Independent Director Chairperson
2. Tilak Raj Seth Independent Director Member
3. Nandhini Manikandan Non-Executive Director Member
The Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act 2013 and Regulation 19 of
the SEBI Listing Regulations. The Company Secretary shall act as the secretary of the Nomination and Remuneration Committee.
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the Companies Act,
2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Nomination and Remuneration Committee
are as follows:
1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to
the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of
skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates.
3. formulation of criteria for evaluation of performance of independent directors and the board of directors;
1664. devising a policy on diversity of board of directors;
5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with
the criteria laid down, and recommend to the board of directors their appointment and removal;
6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors;
7. recommend to the board, all remuneration, in whatever form, payable to senior management;
8. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or
overseas, including:
• the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992or the Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or
• the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities
Market) Regulations, 2003;
9. evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the
Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director;
and
10. performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law
to be attended to by the Nomination and Remuneration Committee.
As required under the SEBI Listing Regulations, the Nomination and Remuneration Committee shall meet at least once a year, and
the chairperson of the committee shall be present at the annual general meetings to answer queries of the shareholders. The quorum
for each meeting of the said committee shall be either two members or one-third of the members of the committee whichever is
greater, including at least one independent director in presence.
d. Corporate Social Responsibility Committee:
Our Corporate Social Responsibility Committee was constituted on June 19, 2025 with the following members:
Sr. Name of Member Nature of Directorship Designation
No.
1. Manikandan Dakshna moorthy Joint Managing Director Chairperson
2. Nandhini Manikandan Non-Executive Director Member
3. Tilak Raj Seth Independent Director Member
Our Company has adopted Corporate Social Responsibility Policy which encompasses its philosophy and guides its sustained efforts
for undertaking and supporting socially useful programmes for the welfare and sustainable development of the society.
The CSR Policy has been uploaded on the website of the company at https://www.airflow.co.in/investor-relation/
The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the Companies Act,
2013 and SEBI Listing Regulations and the terms of reference, powers and role of our Corporate Social Responsibility Committee
are as follows:
1. To formulate and recommend to the Board, a Corporate Social Responsibility (“CSR”) Policy which shall indicate the activities
to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013 and rules made there under and
review thereof
2. To formulate and recommend to the Board, an annual action plan in pursuance to CSR Policy.
3. To recommend to the Board the amount of expenditure to be incurred on the CSR activities
4. To monitor the implementation of framework of CSR Policy
5. To review the performance of the Company in the areas of CSR
6. To institute a transparent monitoring mechanism for implementation of CSR projects/ activities undertaken by the company
7. To recommend extension of duration of existing project and classify it as on-going project or other than on-going project.
8. To submit annual report of CSR activities to the Board
9. To consider and recommend appointment of agency / consultant for carrying out impact assessment for CSR projects, if
applicable, to the Board.
10. To review and monitor all CSR projects and impact assessment report if applicable
11. To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification,
amendment or modification as may be applicable or as may be necessary or appropriate for performance of its duties.
Our Key Managerial Personnel
167In addition to our Managing Director and Whole Time Director, whose details have been provided under paragraph above titled
‘Brief Profile of our Directors’, set forth below are the details of our Key Managerial Personnel as on the date of filing of this
Prospectus:
P S Karunakaran, aged 60 years, is the Chief Financial Officer of our Company. He has completed Master’s Degree in commerce.
Mr. P S Karunakaran brings over 13 years of significant expertise in Accounts.
Thygarajan Sivakumar, aged 62 years, is the Company Secretary and Compliance Officer of our Company. He is qualified
Company Secretary from Institute of Company Secretaries of India. He possesses prior experience of more than 7 years. He has
joined our Company as a Company Secretary and Compliance Officer and is responsible for handling secretarial matters of our
Company and was appointed with effect from December 12, 2024.
All our Key Managerial Personnel are permanent employees of our Company.
Interest of Key Managerial Personnel
Except as disclosed in this Prospectus, none of our Key Managerial Personnel’s have any interest in our Company other than to the
extent of the remuneration, equity shares held by them or benefits to which they are entitled to as per their terms of appointment and
reimbursement of expenses incurred by them during the ordinary course of business.
Further, there is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which
any of our Key Managerial Personnel have been appointed.
Changes in Key Managerial Personnel in the Last Three Years
Set forth below, are the changes in our Key Managerial Personnel in the last three years immediately preceding the date of filing of
this Prospectus:
Name Designation Date of Appointment/ Reason
change
Thygarajan Sivakumar Company Secretary and Compliance December 12, 2024 Appointment
Officer
Malti Jaiswal Company Secretary and Compliance December 01, 2024 Resignation due to personal
Officer reason*
Malti Jaiswal Company Secretary and Compliance July 01, 2024 Appointment
Officer
P S Karunakaran Chief Financial Officer July 01, 2024 Appointment
*The reason mentioned in the Resignation Letter dated December 12, 2024
The attrition of the key management personnel is as per the industry standards.
Employees’ Stock Option Plan
As on date of this Prospectus, our Company does not have any employee stock option plan or purchase schemes for our employees.
168OUR PROMOTER AND PROMOTER GROUP
OUR PROMOTERS:
As on the date of this Prospectus, our Promoters are:
1. Venkatesan Dakshinamoorthy
2. Manikandan Dakshna moorthy
3. Nandhini Manikandan
4. Sathishkumar Venkatesan
As on the date of this Prospectus, the shareholding of our Promoters in our Company is as follows:
Sr.No. Name of Promoter No. of Equity % of pre-Issue issued, % of post-Issue issued,
Shares subscribed and paid-up subscribed and paid-up
Equity Share Capital Equity Share Capital
1. Manikandan Dakshna moorthy 6 4 , 9 5 , 9 9 9 37.20% 27.10%
2. Venkatesan Dakshinamoorthy 64,95,996 37.20% 27.10%
3. Nandhini Manikandan Nil Nil Nil
4. Sathishkumar Venkatesan Nil Nil Nil
For details of the build-up of the shareholding of our Promoters in our Company, see “Capital Structure – Details of shareholding
of our Promoters and members of the Promoter Group in our Company”, on page 69.
Details of our individual Promoter
Venkatesan Dakshinamoorthy
Venkatesan Dakshinamoorthy, aged 60 years is the Promoter, Chairman and
Managing Director of our Company. He is an Indian national. For details of his
educational qualifications, residential address, date of birth, experience, positions
and posts held in the past, other directorships and interest in other entities,
business, financial activities and special achievements, see “Our Management” on
page 157. Other than the entities forming part of the Promoter Group, Venkatesan
Dakshinamoorthy is not involved in any other ventures.
His PAN is ACFPV9969G.
Manikandan Dakshna moorthy
Manikandan Dakshna moorthy, aged 45 years is the Promoter and Joint
Managing Director of our Company. He is an Indian national. For details of
his educational qualifications, residential address, date of birth, experience,
positions and posts held in the past, other directorships and interest in other
entities, business, financial activities and special achievements, see “Our
Management” on page 157. Other than the entities forming part of the Promoter
Group, Manikandan Dakshna moorthy is not involved in any other ventures.
His PAN is AHYPM6189M.
Nandhini Manikandan
Nandhini Manikandan, aged 44 years is the Promoter and Non-Executive Director
of our Company. She is an Indian national. For details of his educational
qualifications, residential address, date of birth, experience, positions and posts
held in the past, other directorships and interest in other entities, business, financial
activities and special achievements, see “Our Management” on page 157. Other
169than the entities forming part of the Promoter Group, Nandhini Manikandan is not
involved in any other ventures.
Her PAN is AFVPN1889G.
Sathishkumar Venkatesan
Sathishkumar Venkatesan, aged 32 years is the Promoter and Whole-Time
Director of our Company. He is an Indian national. For details of his educational
qualifications, residential address, date of birth, experience, positions and posts
held in the past, other directorships and interest in other entities, business, financial
activities and special achievements, see “Our Management” on page 157. Other
than the entities forming part of the Promoter Group, Sathishkumar Venkatesan is
not involved in any other ventures.
His PAN is FJTPS1826R.
Our Company confirms that the PAN, driving license number, Aadhar card number, bank account number and passport number of
Venkatesan Dakshinamoorthy, Manikandan Dakshna moorthy, Nandhini Manikandan and Sathishkumar Venkatesan would be
submitted to the Stock Exchanges at the time of filing of this Prospectus.
Confirmations
Our Promoters have not been declared as Wilful Defaulters or Fraudulent Borrowers.
Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful defaulter or a
fraudulent borrower by the RBI or any other governmental authority. No violations of securities laws have been committed by our
Promoters or members of our Promoter Group in the past or are currently pending against them.
None of (i) our Promoters and members of our Promoter Group or persons in control of or on the boards of bodies corporate forming
part of our Group (ii) the Companies with which any of our Promoters are or were associated as a promoters, director or person in
control, are debarred or prohibited from accessing the capital markets or restrained from buying, selling, or dealing in securities
under any order or directions passed for any reasons by the SEBI or any other authority or refused listing of any of the securities
issued by any such entity by any stock exchange in India or abroad.
Our Promoters Venkatesan Dakshinamoorthy and Manikandan Dakshna moorthy are also directors of our subsidiary company
which is involved in venture that is in the same line of activities or business as that of our Company.
Other Entities of our Promoters
The Entities in which our Promoters are involved in are as follows:
a. Venkatesan Dakshinamoorthy
170Name of Entity Nature of Interest
Sree Dakssnaa Aerospace And Defence India Private Director
Limited
Airflow Dafeng Rail Equipments Private Limited Director
Airflow Energy Solutions Private Limited Director
Apura Energy Private Limited Director
b. Manikandan Dakshna moorthy
Name of Entity Nature of Interest
Sree Dakssnaa Aerospace And Defence India Private Director
Limited
Airflow Dafeng Rail Equipments Private Limited Director
Airflow Energy Solutions Private Limited Director
Apura Energy Private Limited Director
c. Nandhini Manikandan
Name of Entity Nature of Interest
Ultima Environmental Solutions Private Limited Director
Bharani Engineering Industries Private Limited Director
d. Sathishkumar Venkatesan
Name of Entity Nature of Interest
Ultima Environmental Solutions Private Limited Director
Bharani Engineering Industries Private Limited Director
Change in Control of our Company
Our Promoters are the original promoters of our Company and the control of our Company has not been acquired during five years
immediately preceding this Prospectus.
Experience of our Promoters in the business of our Company
For details in relation to experience of our Promoters in the business of our Company, please refer to the chapter titled “Our
Management” beginning on page 157 of this Prospectus.
Interest of our Promoters
Interest in promotion of our Company
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of their
shareholding in our Company and the dividends payable, if any, and any other distributions in respect of their shareholding in our
Company or the shareholding of their relatives in our Company. For details of the shareholding and directorships of our Promoters
in our Company, please refer to the chapter titled “Capital Structure” and “Our Management” beginning on page 69 and 157
respectively of this Prospectus.
Interest of Promoters in our Company other than as a Promoter
Our Promoters, Venkatesan Dakshinamoorthy, Manikandan Dakshna moorthy, Nandhini Manikandan and Sathishkumar
Venkatesan are the Managing Director, Joint Managing Director, Non-executive Director and Whole-time Directors, respectively
of our Company therefore, may deemed to be considered interested to the extent of any remuneration or sitting fees which shall be
payable to them in such capacity. Except as stated in this section and the section titled “Our Management” on page 157, our
Promoters do not have any interest in our Company other than as a Promoter.
Our Promoters, Managing Director, Joint Managing Director, Whole-time Directors and Non-Executive Directors, Venkatesan
Dakshinamoorthy, Manikandan Dakshna moorthy, Nandhini Manikandan and Sathishkumar Venkatesan have extended personal
guarantees in favour of certain banks with respect to the loan facilities availed by our Company from them. For further details, please
refer to the chapter titled ― “Financial Indebtedness” on page 184 of this Prospectus.
Further registered office of our company is owned by Manikandan Dakshna moorthy and Venkatesan Dakshinamoorthy and one of
the Manufacturing unit situated at 4D, Boopathy Nagar Industrial Area, Kilkattalai, Chennai, Kancheepuram, Tamil Nadu, 600117
is co-owned by Manikandan Dakshna moorthy Venkatesan Dakshinamoorthy and Nandhini Manikandan as mentioned in chapter
‘Our Business’ under heading ‘Immovable Property’ on page 116 of this Prospectus. Both the Promoters receive rental income for
171the respective properties. Except as stated in this section and the section titled “Our Management” and “Related Party
Transactions” on pages 157 and 180, respectively, our Promoters do not have any interest in our Company other than as a Promoter.
Interest in the properties of our Company
Except as disclosed in the section titled “Our Business” and “Financial Information” on pages 116 and 180 our Promoters are not
interested in the properties acquired by our Company in the three years preceding the date of filing of this with SEBI or proposed
to be acquired by our Company, or in any transaction by our Company for the acquisition of land, construction of building or
supply of machinery.
Other Interest and Disclosures
Except as stated in this section and the section titled “Our Management”, “Restated Financial Statements – Note-XXXV – Related
Party Disclosures” on pages 157 and 180, respectively, our Promoters do not has any interest in our Company other than as a
Promoter.
Our Promoters are not interested in any transaction in acquisition of land or property, construction of building and supply of
machinery, or any other contract, agreement or arrangement entered into by the Company and no payments have been made or are
proposed to be made in respect of these contracts, agreements or arrangements.
Payment or benefits to our Promoters and Promoter Group during the last two years
Except as stated in this chapter, “Our Management”, “Restated Financial Statements – Note-XXXV – Related Party Disclosures”
on pages 157 and 180, respectively and the benefits mentioned in the related party transactions as per AS-18 there has been no
payment of any amount of benefits to our Promoters or the members of our Promoter Group during the last two years from the date
of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter group as on the date of this
Prospectus.
Litigations involving our Promoters
For details of Litigation, please refer to the chapter titled “Outstanding Litigation and Material Developments” on page 204.
Guarantees
Our Promoters have given guarantee to third parties. For further details, please refer to the chapter titled “Restated Financial
Statements” on page 180 of this Prospectus.
Details of Companies / Firms from which our Promoters have disassociated in the last three years
Except as stated below our Promoters has not disassociated themselves from any company or firm during the three years preceding
the date of filing of the Prospectus.
Sr. Disassociated Entity Date Of Reason And Circumstances Leading To Disassociation
No. Disassociation
Venkatesan Dakshinamoorthy
Airflow Aerospace And Defence September 19,
1 India Private Limited 2024 Voluntary Strike Off
Manikandan Dakshna moorthy
Airflow Aerospace And Defence September 19,
1 India Private Limited 2024 Voluntary Strike Off
Nandhini Manikandan
1 Nautone Private Limited 20-08-2024 Resignation due to personal reasons
Emrion Technologies Private September 16,
2 Limited 2024 Strike Off
Sathishkumar Venkatesan
1 Nautone Private Limited 20-08-2024 Resignation due to personal reasons
Emrion Technologies Private September 16,
2 Limited 2024 Strike Off
OUR PROMOTER GROUP
In addition to our Promoters, the following individuals and entities form part of our Promoter Group in terms of Regulation 2(1)
(pp) of the SEBI (ICDR) Regulations:
A. Individuals forming part of the Promoter Group:
Name of the Promoters Name of the Relative Relationship with the Promoter
172Late Dhatchanamoorthy
Venkatesan Dakshinamoorthy Father
Govindasamy
Late D. Rose Mother
Venkatesan Revathi Spouse
Manikandan Dakshna moorthy Brother
Late Jamuna Jothi Sister
Vijaya Jayapoongavanam Sister
N. Latha Sister
R Bala Sister
Renuga Devi Venkatesan Daughter
Sathishkumar Venkatesan Son
Late Vinayagam Spouse’s Father
V Rajula Spouse’s Mother
Balasubramani Spouse’s Brother
Dhatchayani Spouse’s Sister
M. Jayarani Spouse’s Sister
Late Dhatchanamoorthy
Manikandan Dakshna moorthy Father
Govindasamy
Late D. Rose Mother
Nandhini Manikandan Spouse
Venkatesan Dakshinamoorthy Brother
Late Jamuna Jothi Sister
Vijaya Jayapoongavanam Sister
N. Latha Sister
R Bala Sister
Harshini M Daughter
Krithik Vishaal M Son
B K Gunasekaran Spouse’s Father
S Padmini Spouse’s Mother
B G Saravana Kumar Spouse’s Brother
NA Spouse’s Sister
Nandhini Manikandan B K Gunasekaran Father
S Padmini Mother
Manikandan Dakshna moorthy Spouse
B G Saravana Kumar Brother
NA Sister
Harshini M Daughter
Krithik Vishaal M Son
Late Dhatchanamoorthy
Spouse’s Father
Govindasamy
Late D. Rose Spouse’s Mother
Venkatesan Dakshinamoorthy Spouse’s Brother
Late Jamuna Jothi Spouse’s Sister
Vijaya Jayapoongavanam Spouse’s Sister
N. Latha Spouse’s Sister
R Bala Spouse’s Sister
Sathishkumar Venkatesan Venkatesan Dakshinamoorthy Father
Venkatesan Revathi Mother
Narumadaa Spouse
NA Brother
Renuga Devi Venkatesan Sister
Jasmiraah Daughter
NA Son
Anandane N Spouse’s Father
A Usha Spouse’s Mother
A Sivasangarane Spouse’s Brother
NA Spouse’s Sister
173B. The entities forming part of our Promoter Group
• Sree Dakssnaa Aerospace And Defence India Private Limited
• Airflow Dafeng Rail Equipments Private Limited
• Airflow Energy Solutions Private Limited
• Apura Energy Private Limited
• Airtrec Equipments
• Apex Material Sciences
• Ultima Environmental Solutions Private Limited
• Bharani Engineering Industries Private Limited
• Apex Material Sciences
• Airtrec Equipments
• Starkeon Engineering Private Limited
Other Confirmations
None of our Promoters and members of the Promoter Group have been declared as wilful defaulters or as fraudulent borrowers by
the RBI or any other governmental authority and there are no violations of securities laws committed by them in the past or are
currently pending against them.
Our Promoters have not been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic Offenders Act,
2018.
None of our Promoters or Promoter Group entities have been debarred or prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or governmental authority. Our Promoters and members of the
Promoter Group are not and have never been promoters, directors or person in control of any other company, which is debarred or
prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.
There is no litigation or legal action pending or taken by any ministry, department of the Government or statutory authority during
the last 5 (five) years preceding the date of the Issue against our Promoters.
174OUR GROUP COMPANY
In terms of the SEBI ICDR Regulations, pursuant to a resolution of our Board dated December 12, 2024 and the applicable
accounting standards (Accounting Standard 18), for the purpose of identification of “group companies” in relation to the disclosure
in Offer Documents, our company has considered the companies with which there have been related party transactions for period
disclosed in RHP, as disclosed in the section titled “Financial Information” on page 180 of this Prospectus.
Accordingly, pursuant to the said resolution passed by our Board of Directors and the materiality policy adopted, for determining
our Group Companies, the following company has been identified and considered as the Group Company of our Company. Further,
companies which are no longer associated with our company have not been disclosed as Group Companies.
Sr.No. Name of Group Company Registered Office
1. Airflow Energy Solutions Private 9, Chelliamman Koil Street, Keelkatalai, Chennai, Chennai, Tamil Nadu, India,
Limited 600117
2. Nautone Private Limited 9 Chelliamman Koil Street Keelkattalai, Chennai, Chennai, Tamil Nadu, India,
600117
3. Bharani Engineering Industries 221&222, Nehru Nagar, Old Mahabalipuram Road, P B No.8593 Kottivakkam,
Private Limited Chennai, Madras:41., Tamil Nadu, India
4. Apura Energy Private limited No.76/K, Mettupalayam Road, Panrutti Village, Sriperumpudurtalik,
Kancheepuram, Kancheepuram Dist, Tamil Nadu, India, 631604
5. Starkeon Engineering Private No.76/K, Mettupalayam Road, Panrutti Village, Kancheepuram,
Limited Sriperumpudur, Tamil Nadu, India, 631604
Details of our Group Company:
In accordance with the SEBI ICDR Regulations, information with respect to: (i) reserves (excluding revaluation reserve);
(ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted earnings per share; and (vi) net asset value, of the Group Companies
determined on the basis of their annual turnover, based on their respective audited financial statements for the preceding three
years shall be hosted on the websites as indicated below:
Sr.No. Name of Group Company Website
1. Airflow Energy Solutions Private https://www.airflow.co.in/financial/
Limited
2. Nautone Private Limited https://www.airflow.co.in/financial/
3. Bharani Engineering Industries https://www.airflow.co.in/financial/
Private Limited
4. Apura Energy Private limited https://www.airflow.co.in/financial/
5. Starkeon Engineering Private https://www.airflow.co.in/financial/
Limited
Our Company has provided links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations. The information provided on the websites given above should not be relied upon or used as a basis for any investment
decision.
Nature and extent of interest of our Group Companies:
a. In the promotion of our Company
None of our Group Companies, have any interest in the promotion of our Company.
b. In the properties acquired by us in the preceding three years before filing this Prospectus or proposed to be acquired by our
Company
Our Group Companies are not interested in the properties acquired by us in the three years preceding the filing of this Prospectus
or proposed to be acquired by us as on the date of this Prospectus.
c. In transactions for acquisition of land, construction of building and supply of machinery
Except as disclosed in this Prospectus, our Group Companies are not interested in any transactions for the acquisition of land,
construction of building or supply of machinery. For further details, please see section titled “Restated Financial Information –
Note no. 35 – Related Party Transactions” on page 180.
Common Pursuits between our Group Companies and our Company
175Our group companies are not involved with any ventures which are in the same line of activity or business as that of our Company
Related Business Transactions with the Group Companies and significance on the financial performance of our Company
Other than the transactions disclosed in the section titled “Restated Financial Information – Note no. 35 – Related Party
Transactions” on page 180, there are no other related business transactions with our Group Companies.
Business interest of our Group Companies in our Company
Other than the transactions disclosed in the section titled “Restated Financial Information – Note no. 35 – Related Party
Transactions” on page 180, our Group Companies have no business interest in our Company.
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176OUR SUBSIDIARY
As on the date of this Prospectus, our company has one Subsidiary Company i.e. Sree Dakssnaa Aerospace and Defence India
Private Limited (herein after referred to as SDADIPL).
Our Subsidiary
The details of our Subsidiary are provided below.
Sree Dakssnaa Aerospace and Defence India Private Limited was incorporated on June 11, 2024
Object of Sree Dakssnaa Aerospace and Defence India Private Limited
Main Objects of our Company
• The Objects to be pursued by the Company on its Incorporation are:
• Manufacturing of precision machining components for Engine parts of the Aerospace lndust�y and Defense Industry.
• Manufacturing of structural components for the Aerospace Industry and Defence Industry.
• Manufacturing of engineering assembly for the aerospace industry and defence industry
• Manufacturing of Simulators for Aerospace Industry and defence Industry
• Technology development and Integration activities and related activities m connection with Aerospace Industry, Defence
Industry and others
Directors
1. Venkatesan Dakshinamoorthy
2. Manikandan Dakshna moorthy
Corporate Information
Sree Dakssnaa Aerospace And Defence India Private Limited is a recent Aerospace and Defence startup and a subsidiary of Airfloa
Rail Technology Limited. The company is founded by proven entrepreneurs and experts in the field of rolling stock, mechanical
engineering combined with knowledge and hands on experience in the aerospace and defence sector. The company’s vision is to
design and manufacture products and solutions fostering innovation in the aerospace and defence space and contributing to India’s
aerospace and defence capabilities.
The company’s focus and capabilities include:
• Manufacturing of Cockpit Simulators for Aerospace Industry and defence Industry.
• Manufacturing of structural components for the Aerospace Industry and Defence Industry.
• Manufacturing of engineering assembly for the aerospace industry and defence industry
• Body manufacturing for Artillery (Tanks) and Body Armours
• Technology development and integration activities and related activities in connection with Aerospace Industry, Defence
Industry
Nature of business
Sree Dakssnaa Aerospace And Defence India Private Limited is into manufacturing segment of aerospace and defence sector
Capital Structure
The details of the capital structure of Sree Dakssnaa Aerospace And Defence India Private Limited:
Particulars Aggregate nominal value (in ₹) Particulars Aggregate nominal value (in ₹)
Issued, subscribed and paid-up share capital
12,500 equity shares of ₹ 10 each 1,25,000
Shareholding Pattern
The shareholding pattern of Sree Dakssnaa Aerospace And Defence India Private Limited as on the date of this Prospectus is as
follows:
177Sr. Name Nos. of shares % of holding
No.
1. Airfloa Rail Technolgy Limited 9900 79.20%
2. Manikandan Dakshna moorthy 100 0.80%
3. Lalit Dua 2500 20.00%
Total 12500 100.00%
178DIVIDEND POLICY
The declaration and payment of dividends, if any, will be recommended by the Board of Directors and approved by the Shareholders,
at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act. The
dividend, if any, will depend on a number of factors, including but not limited to, consolidated net operating profit after tax, working
capital requirements, capital expenditure requirements, cash flow required to meet contingencies, outstanding borrowings, and
applicable taxes including dividend distribution tax payable by our Company. In addition, our ability to pay dividends may be
impacted by a number of factors, including restrictive covenants under loan or financing arrangements our Company is currently
availing of, or may enter into, to finance our fund requirements for our business activities. As on the date of this Prospectus, our
Company does not have a formal dividend policy.
Upon listing of the Equity Shares of our Company and subject to the SEBI Listing Regulations, we may be required to formulate a
dividend distribution policy which shall be required to include, among others, details of circumstances under which the shareholders
may or may not expect dividend, the financial parameters that shall be considered while declaring dividend, internal and external
factors that shall be considered for declaration of dividend, policy as to how the retained earnings will be utilized and parameters
that shall be adopted with regard to various classes of shares, as applicable.
Our Company has not declared any dividends during the last three Financial Years. Further, our Company has not declared any
dividend in the current Fiscal. There is no guarantee that any dividends will be declared or paid in future. For details in relation to
the risk involved, please refer section titled “Risk Factors” on Page No. 33 of this Prospectus.
(The remainder of this page is intentionally left blank)
179SECTION VI – FINANCIAL INFORMATION
RESTATED FINANCIAL STATEMENTS
S. No. Details Page Number
1. Consolidated Restated Financial Information CFS1 – CFS39
2. Standalone Restated Financial Information SFS 1- SFS45
(The remainder of this page is intentionally left blank)
180Independent Auditor’s Report on Restated Financial Statements
To,
The Board of Directors
Airfloa Rail Technology Limited
(Formerly known as “Airfloa Rail Technology Private Limited” or
“Airflow Equipments India Private Limited”)
1. We have examined the attached restated consolidated financial information of Airfloa Rail Technology
Limited (Formerly known as “Airfloa Rail Technology Private Limited” or “Airflow Equipments India
Private Limited”) (hereinafter referred to as “the Company”) comprising the restated consolidated statement
of assets and liabilities as at March 31, 2025, restated consolidated statement of profit and loss and restated
consolidated cash flow statement for the financial period ended on March 31, 2025 and the summary statement
of significant accounting policies and other explanatory information (collectively referred to as the “restated
consolidated financial information” or “Restated consolidated financial Statements”) annexed to this report
and initiated by us for identification purposes. These Restated consolidated financial Statements have been
prepared by the management of the Company and approved by the board of directors at their meeting in
connection with the proposed Initial Public Offering on SME Platform (“IPO” or “SME IPO”) of BSE Limited
(“BSE”) of the company.
2. These restated summary statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part – I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies (Prospectus
and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations
2018 (“ICDR Regulations”) and related amendments / clarifications from time to time issued by the
Securities and Exchange Board of India (“SEBI”);
(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“Guidance Note”)
3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for
inclusion in the Red-Herring Prospectus/ Prospectus (“Offer Document”) to be filed with Securities and
Exchange Board of India (“SEBI”), BSE and Registrar of Companies (Chennai) in connection with the proposed
IPO. The Restated Financial Information have been prepared by the management of the Company on the basis
of preparation stated in Annexure IV to the Restated Financial Information. The responsibility of the board of
directors of the Company includes designing, implementing and maintaining adequate internal control relevant
to the preparation and presentation of the Restated Financial Information. The board of directors are also
responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the
Guidance Note.
4. We have examined such Restated Financial Information taking into consideration:
(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in
connection with the proposed SME IPO;
(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
CFS 1(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information;
(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to
assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note in connection with the IPO.
5. The Restated Financial Information of the Company have been compiled by the management from audited
financial statements for the year ended on March 31, 2025.
6. Audit for the period ended March 31, 2025 was audited by us vide our report dated August 21, 2025. There are
no audit qualifications in the audit reports issued by us which would require adjustments in the Restated Financial
Information of the Company.
7. Based on our examination and according to information and explanations given to us, we are of the opinion that
the Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping / reclassifications retrospectively in the period/financial period ended on March 31, 2025.
b) do not require any adjustment for modification in this examination report as there is no modification in the
underlying audit reports;
c) have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.
d) have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations,
Guidance Note and engagement letter, we report that:
(i) The “restated statement of asset and liabilities” of the Company as at March 31, 2025 examined by us,
as set out in Annexure I to this report read with significant accounting policies in Annexure IV has been
arrived at after making such adjustments and regroupings to the audited financial statements of the
Company, as in our opinion were appropriate and more fully described in notes to the restated summary
statements to this report.
(ii) The “restated statement of profit and loss” of the Company for the financial year ended on March 31,
2025 examined by us, as set out in Annexure II to this report read with significant accounting policies in
Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial
statements of the Company, as in our opinion were appropriate and more fully described in notes to the
restated summary statements to this report.
(iii) The “restated statement of cash flows” of the Company for the financial period ended on March 31,
2025 examined by us, as set out in Annexure III to this report read with significant accounting policies
in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial
statements of the Company, as in our opinion were appropriate and more fully described in notes to restated
summary statements to this report.
(iv) The Company has violated provisions of Section 185 in the financial years ended March 31, 2024 and
March 31, 2023 as the company has given loans to related parties which has been repaid and hence, such
non-compliance does not exist as on August 21, 2025.
CFS 29. We have also examined the following other financial information relating to the Company prepared by the
management and as approved by the board of directors of the Company and annexed to this report relating to the
Company for the financial year ended on at March 31, 2025 proposed to be included in the Offer Document.
Annexure to Restated consolidated financial Statements of the Company: -
I. Summary statement of consolidated assets and liabilities, as restated as appearing in ANNEXURE I;
II. Summary statement of consolidated profit and loss, as restated as appearing in ANNEXURE II;
III. Summary statement of consolidated cash flows as restated as appearing in ANNEXURE III;
IV. Corporate Information, Significant accounting policies as restated and Notes to reconciliation of
restated consolidated profits and net worth as appearing in ANNEXURE IV;
V. Details of share capital as restated as appearing in ANNEXURE V to this report;
VI. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;
VII. Details of minority interest as restated as appearing in ANNEXURE VII to this report;
VIII. Details of long-term borrowings as restated as appearing in ANNEXURE VIII to this report;
IX. Details of deferred tax liabilities & Asset (net) as appearing in ANNEXURE IX to this report;
X. Details of long-term provisions as appearing in ANNEXURE X to this report;
XI. Details of short-term borrowings as restated as appearing in ANNEXURE XI to this report;
XII. Details of trade payables as restated as appearing in ANNEXURE XII to this report;
XIII. Details of other current liabilities as restated as appearing in ANNEXURE XIII to this report;
XIV. Details of short-term provisions as restated as appearing in ANNEXURE XIV to this report;
XV. Details of property, plant & equipment and intangible assets as appearing in ANNEXURE XV to this
report;
XVI. Details of long-term loans and advances as restated as appearing in ANNEXURE XVI to this report;
XVII. Details of other non-current investment as restated as appearing in ANNEXURE XVII to this report;
XVIII. Details of inventories as restated as appearing in ANNEXURE XVIII to this report;
XIX. Details of trade receivables as restated as appearing in ANNEXURE XIX to this report;
XX. Details of cash and bank balances as restated as appearing in ANNEXURE XX to this report;
XXI. Details of short-term loans and advances as restated as appearing in ANNEXURE XXI to this report;
XXII. Details of revenue from operations as restated as appearing in ANNEXURE XXII to this report;
XXIII. Details of other income as restated as appearing in ANNEXURE XXIII to this report;
XXIV. Details of cost of material consumed as restated as appearing in ANNEXURE XXIV to this report;
XXV. Details of direct expenses as restated as appearing in ANNEXURE XXV to this report;
XXVI. Details of Changes in Inventories of Work- In- Progress & Finished Goods as restated as appearing in
ANNEXURE XXVI to this report;
XXVII. Details of employee benefit expense as restated as appearing in ANNEXURE XXVII to this report
XXVIII. Details of finance cost as restated as appearing in ANNEXURE XXVIII to this report;
XXIX. Details of depreciation and amortization expense as restated as appearing in ANNEXURE XXIX to this
report;
XXX. Details of other expenses as restated as appearing in ANNEXURE XXX to this report;
XXXI. Details of other income as restated as appearing in ANNEXURE XXXI to this report;
XXXII. Details of terms of borrowings as restated as appearing in ANNEXURE XXXII to this report;
XXXIII. Ageing of trade payables as restated as appearing in ANNEXURE XXXIII to this report;
XXXIV. Ageing of trade receivables as restated as appearing in ANNEXURE XXXIV Ito this report;
XXXV. Details of related party transactions as restated as appearing in ANNEXURE XXXV to this report;
XXXVI. Details of disclosure under AS-15 as restated as appearing in ANNEXURE XXXVI to this report;
XXXVII. Summary of accounting ratios as restated as appearing in ANNEXURE XXXVII to this report;
XXXVIII. Statement of net assets and profit/(loss) attributable to owners and minority interest as restated as
appearing in ANNEXURE XXXVIII to this report;
XXXIX. Details of contingent liabilities & commitment as restated as appearing in ANNEXURE XXXIX to this
report;
XL. Details of restated value of restated value of imports calculated on C.I.F. basis by the company during
CFS 3the financial year as appearing in ANNEXURE XL to this report;
XLI. Details of value (including incidental expenses) of imported and Indigenous raw materials consumed
as appearing in ANNEXURE XLI to this report
XLII. Details of expenditure in foreign currency during the financial year as restated as appearing in
ANNEXURE XLII to this report;
XLIII. Details of earnings in foreign exchange as restated as appearing in ANNEXURE XLIII to this report;
XLIV. Details of dues of small enterprises and micro enterprises as restated as appearing in ANNEXURE
XLIV to this report;
XLV. Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 as restated as
appearing in ANNEXURE XLV to this report;
XLVI. Capitalisation Statement as at March 31, 2025 as restated as appearing in ANNEXURE XLVI to this
report;
10. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any
of the financial statements referred to therein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with
SEBI, BSE and Registrar of Companies (Chennai) in connection with the proposed SME IPO. Our report should
not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly,
we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom
this report is shown or into whose hands it may come without our prior consent in writing.
For M/s. Varadarajan & Co
Chartered Accountants
FRN - 004515S
S d/-
V. Sadagopan
Partner
Mem No- 022618
UDIN - 25022618BMIPZJ1563
Place: Chennai
Date: 21-08-2025
CFS 4Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED ASSETS AND LIABILITIES AS RESTATED ANNEXURE - I
(₹ In Lakhs)
As at
Sr. No. Particulars Annexure No. March 31,
2025
EQUITY AND LIABILITIES
1) Shareholders Funds
a. Share Capital V 1,746.30
b. Reserves & Surplus VI 9,333.87
2) Minority interest VII 62.34
3) Non - Current Liabilities
a. Long-term Borrowings VIII 119.92
b. Deferred Tax Liabilities (net) IX 0.72
c. Long-term Provisions X 65.40
4) Current Liabilities
a. Short Term Borrowings XI 5,877.79
b. Trade Payables XII
- Payable to Micro and Small Enterprises 35.07
- Payable to other than Micro and Small Enterprises 6,357.63
c. Other Current liabilities XIII 790.29
d. Short Term Provisions XIV 1,304.66
T O T A L 25,693.99
ASSETS
1) Non Current Assets
a. Property, Plant & Equipment and Intangible Assets XV
- Property, Plant & Equipment 3,675.22
- Intangible Assets 0.86
- Capital Work-in-Progress -
b. Deferred Tax Assets (Net) IX -
c. Long-term Loans & Advances XVI 1 98.35
d. Other Non-current assets XVII 7 29.81
2) Current Assets
a. Inventories XVIII 6,243.89
b. Trade Receivables XIX 12,760.04
c. Cash and Bank Balance XX 392.21
d. Short term loan and advances XXI 1,693.61
T O T A L 25,693.99
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
sd/- (Managing Director) (Managing Director)
V. Sadagopan DIN - 00232210 DIN - 00232275
Partner
Mem No- 022618
UDIN - 25022618BMIPZJ1563 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Place : Chennai (CFO) (Company Secretary)
Date : 21-08-2025
Place : Chennai
Date : 21-08-2025
CFS 5Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED PROFIT AND LOSS AS RESTATED ANNEXURE - II
(₹ In Lakhs)
Sr. No. Particulars Annexure No. For the Year ended March 31, 2025
A INCOME
Revenue from Operations XXII 1 9,238.70
Other Income XXIII 2 7.56
Total Income (A) 19,266.26
B EXPENDITURE
Cost of Material Consumed XXIV 1 3,343.47
Direct Expenses XXV 1 ,172.67
Changes In Inventories Of Work- In- Progress & Finished Goods XXVI (2,048.25)
Employee benefits expense XXVII 1 ,252.18
Finance costs XXVIII 1 ,107.03
Depreciation and amortization expense XXIX 2 53.27
Other expenses XXX 6 89.52
Total Expenses (B) 1 5,769.89
C Profit before tax 3 ,496.37
D Tax Expense:
(i) Current tax 9 41.95
(ii) Deferred tax expenses/(credit) IX (0.07)
Total Expenses (D) 9 41.88
E Profit for the year before minority interest (C-D) 2,554.49
F Minority Interest VII (0.27)
G PROFIT / (LOSS) FOR THE PERIOD ( E- F) 2,554.76
H Earnings per share (Face value of ₹ 10/- each): XXXVII
i. Basic 1 5.63
ii. Diluted 1 5.63
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
sd/- Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
V. Sadagopan (Managing Director) (Managing Director)
Partner DIN - 00232210 DIN - 00232275
Mem No- 022618
UDIN - 25022618BMIPZJ1563
sd/- sd/-
Place : Chennai Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Date : 21-08-2025 (CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
CFS 6Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF CONSOLIDATED CASH FLOW AS RESTATED ANNEXURE - III
(₹ In Lakhs)
Particulars For the Year ended March 31, 2025
Cash Flow From Operating Activities:
Net Profit before tax as per Profit And Loss A/c 3,496.37
Adjustments for:
Interest Cost 990.93
Gratuity Provision 6.92
Interest Income (12.59)
Unrealised Realised Forex Exchange Gain/(Loss) 3.73
Sundry balance written off 15.32
Profit on sale of Asset (8.74)
Depreciation and Amortisation Expense 253.27
Operating Profit Before Working Capital Changes 4,745.21
Adjusted for (Increase)/Decrease in operating assets
Inventories (1,663.60)
Trade Receivables (2,604.56)
Loans and Advances (283.28)
Other Non Current Assets (231.14)
Other Current Assets (Including Other Bank balances) (13.94)
Adjusted for Increase/(Decrease) in operating liabilities:
Trade Payables 411.80
Other Current Liabilities & Provisions (337.88)
Cash Generated From Operations Before Extra-Ordinary Items 22.61
Net Income Tax (paid)/ refunded (467.21)
Net Cash Flow from/(used in) Operating Activities: (A) (444.60)
Purchase of property, plant & equipment and intangible assets (567.32)
Sale of property, plant & equipment 11.50
Capital advances (72.54)
Interest Income Received 12.59
Net Cash Flow from/(used in) Investing Activities: (B) (615.77)
Cash Flow from Financing Activities:
Proceeds from Long term Borrowings 144.59
Repayment of Long term Borrowings (22.88)
Proceeds from Short term Borrowings 654.00
Repayment of Short term Borrowings (1,158.23)
Fresh shares issued during the year 2,690.95
Interest Cost (1,037.06)
Net Cash Flow from/(used in) Financing Activities (C) 1,271.37
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 210.99
Cash & Cash Equivalents As At Beginning of the Year 23.81
Cash & Cash Equivalents As At End of the Year 234.80
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVI)
Component of cash and cash equivalent consist of :
Cash-in-Hand 0.54
Bank Balance 234.26
Fixed Deposits (having original maturity of less than 3 months) -
Total 234.80
Note: The Cash Flow Statements has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified under section 133 of the Companies
Act, 2013.
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Ltd
FRN - 004515S
sd/- sd/-
sd/- Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
V. Sadagopan (Managing Director) (Managing Director)
Partner DIN - 00232210 DIN - 00232275
Mem No- 022618
UDIN - 25022618BMIPZJ1563
sd/- sd/-
Place : Chennai Papa Sanjeevi Karunakaran Thygarajan Sivakumar
Date : 21-08-2025 (CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
CFS 7Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
1. CORPORATE INFORMATION
Airfloa Rail Technology Limited is a company Incorporated on December 14, 1998 as “Air flow Equipments (India) Private Limited".
The corporate identification number of the company is U30204TN1998PLC041571
The company changed its name from "Air flow Equipments (India) Private Limited" to "Airfloa Rail Technology Private Limited " on August 27,
2024 and has been converted from Private limited company to Public limited company on November 15, 2024.
The company is engaged in the business of manufacturing, processing, assembling, developing, designing with all type of railway rolling stocks,
passenger rail coaches and their discrete components, Rail wagons and their discrete components, locomotives and their discrete components.
On 11th June, 2024 , "Sree Dakssnaa Aerospace and Defence India Private Limited " (subsidiary company) was incorporated. it is situated at
registered Office: No.127, Mettupalayam Road, Opp to Samsung, Panruti, Kanchipuram, Tamil Nadu, India, 631604 .
"Airfloa Rail technology Limited holds" 79.20 % becoming a parent of such subsidiary company.
2. SIGNIFICANT ACCOUNTING POLICIES
2 .01 BASIS OF ACCOUNTING AND PREPARATION OF CONSOLIDATED RESTATED FINANCIAL STATEMENTS
TherestatedsummarystatementofConsolidatedassetsandliabilitiesoftheCompanyasatMarch 31,2025,andtherelatedrestatedsummary
statement of Consolidated profits and loss and cash flows for the year ended March 31, 2025 (herein collectively referred to as (“Restated
Summary Statements”) have been compiled by the management from the Consolidated Audited Financial Statements of the Company for the
year ended on March 31, 2025 approved by the Board of Directors of the Company. Restated Summary Statements have been prepared to
comply in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 (the “Act”) read with Companies
(ProspectusandAllotmentofSecurities)Rules,2014,SecuritiesandExchangeBoard ofIndia(IssueofCapitaland DisclosureRequirements)
Regulations,2018(“ICDRRegulations”)issuedbySEBIandGuidancenoteonReportsinCompaniesProspectuses(Revised2019)(“Guidance
Note”).RestatedSummaryStatementshavebeenpreparedspecificallyforinclusionintheofferdocumenttobefiledbytheCompanywiththe
BSE in connection with its proposed SME IPO. The Company’s management has recast the Financial Statements in the form required by
Schedule III of the Companies Act, 2013 for the purpose of restated Summary Statements.
ThefinancialstatementsoftheCompanyhavebeenpreparedinaccordancewiththeGenerallyAcceptedAccountingPrinciplesinIndia(Indian
GAAP) to complywith theAccountingStandards specified under Section 133 of theCompanies Act, 2013 and the relevant provisions ofthe
Companies Act, 2013 ("the 2013 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost
convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous
year.
Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles in
India.
Allassetsandliabilitieshavebeenclassifiedascurrentornon-currentaspertheCompany’snormaloperatingcycleandothercriteriasetoutin
ScheduleIIItotheCompaniesAct,2013.Basedonthenatureofproductsandthetimebetweentheacquisitionofassetsforprocessingandtheir
realization in cash and cash equivalents, the Companyhas determined its operatingcycle as twelve months for thepurpose ofcurrent – non-
current classification of assets and liabilities.
ThefinancialstatementsoftheCompanyanditssubsidiarycompanieshavebeencombinedonaline-by-linebasisbyaddingtogetherthebook
valuesoflikeitemsofassets,liabilities,incomeandexpenses,afterfullyeliminatingintra-groupbalancesandintra-grouptransactionsresulting
in unrealized profits or losses as per Accounting Standard 21 – “Consolidated Financial Statements” notified by Companies (Accounting
Standards) Rules, 2021.
Minority Interest in the net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet
separatelyfromliabilitiesandequityoftheCompany’sshareholders.Minorityinterestinthenetassetsofconsolidatedsubsidiariesconsistsof:
a.Theamountofequityattributabletominorityatthedateonwhichinvestmentinasubsidiaryismade;andb.Theminorityshareofmovements
in equity since the date the parent subsidiary relationship came into existence. Minority’s share of net profit for the year of consolidated
subsidiaries is identified and adjusted against the Profit After Tax of the Group
CFS 8Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .02 USE OF ESTIMATES
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions
considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the
year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results
could differ due to these estimates and the differences between the actual results and theestimates arerecognised in the periodsin which the
results are known / materialise.
2 .03 CURRENT & NON-CURRENT CLASSIFICATION
All assets and liabilities are classified into current and non-current.
Assets:
An asset is classified as current when it satisfies any of the following criteria:
a) It is expected to be realised in, or is intended for sale or consumption in, the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is expected to be realised within 12 months after the reporting date; or
d)Itiscashorcashequivalentunlessitisrestrictedfrombeingexchangedorusedtosettlealiabilityforatleast12monthsafterthereporting
date
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.
Liabilities:
A liability is classified as current when it satisfies any of the following criteria:
a) It is expected to be settled in the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is due to be settled within 12 months after the reporting date; or
d) The Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
2 .04 OPERATING CYCLE
All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out
abovewhichareinaccordancewiththe ScheduleIIItotheAct.Basedonthenatureofservicesandthetimebetweentheacquisitionofassets
forprovidingofservicesandtheirrealisationincashandcashequivalents,theCompanyhasascertaineditsoperatingcycleas12monthsforthe
purpose of current & non-current classification of assets and liabilities.
2 .05 PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
(i) Property, Plant & Equipment
AllProperty,Plant&Equipmentarerecordedatcostincludingtaxes,duties,freightandotherincidentalexpensesincurredinrelation totheir
acquisition and bringing the asset to its intended use.
(ii) Intangible Assets
Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any.
2 .06 DEPRECIATION / AMORTISATION
DepreciationontangibleassetsiscalculatedonaWritten-Downvaluemethodusingtheratesarrivedatbasedontheusefullivesestimatedby
the management, or those prescribed under the Schedule II to the Companies Act, 2013.
Intangible assets are amortized on straight line method basis over 5 years in pursuance of provisions of AS-26.
CFS 9Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .07 INVENTORIES
Inventories comprises of Raw Material, Work-in-Progress and Finished goods.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale.
2 .08 IMPAIRMENT OF ASSETS
Anassetistreatedasimpairedwhenthecarryingcostofassetexceedsitsrecoverablevalue.Recoverableamountisthehigherofanasset'snet
sellingpriceanditsvalueinuse.Valueinuseisthepresentvalueofestimatedfuturecashflowsexpectedtoarisefromthecontinuinguseofthe
asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from sale of the asset in an arm's length
transactionbetweenknowledgeable,willingparties,lessthecostsofdisposal.AnimpairmentlossischargedtotheStatementofProfitandLoss
intheyearinwhichanassetisidentifiedasimpaired.Theimpairmentlossrecognisedinprioraccountingperiodsisreversediftherehasbeena
change in the estimate of the recoverable value.
2 .09 INVESTMENTS:
Non-current investments are carried at cost less any other-than-temporary diminution in value, determined on the specific identification basis.
Profit or loss on sale of investments is determined as the difference between the sale price and carrying value of investment, determined
individually for each investment. Cost of investments sold is arrived using average method.
2 .10 FOREIGN CURRENCY TRANSLATIONS
Incomeandexpenseinforeigncurrenciesareconvertedatexchangeratesprevailingonthedateofthetransaction.Anyincomeorexpenseon
accountofexchangedifferenceeitheronsettlementorontranslationatthebalancesheetdateisrecognizedinProfit&LossAccountintheyear
in which it arises.
2 .11 BORROWING COSTS
Borrowingcoststhat areattributable to theacquisition or construction ofqualifyingassetsarecapitalised as part of thecost ofsuch assets. A
qualifyingassetisonethatnecessarilytakessubstantialperiodoftimetogetreadyforintendeduse.Allotherborrowingcostsarerecognisedin
Statement of Profit and Loss in the period in which they are incurred.
2 .12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Provisioninvolvingsubstantialdegreeofestimation inmeasurement isrecognized whenthereisapresentobligation asaresultofpastevents
anditisprobablethattherewillbeanoutflowofresources.Contingentliabilitiesarenotrecognizedbutaredisclosedinthenotes.Contingent
assets are neither recognized nor disclosed in the financial statements.
2 .13 REVENUE RECOGNITION
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably
measured. Sales are recognized on transfer of significant risk and ownership which generally coincide with the despatch of the goods.
2 .14 OTHER INCOME
Interest Income on fixed deposit is recognized on time proportion basis. Other Income is accounted for when right to receive such income is
established.
CFS 10Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .15 TAXES ON INCOME
IncometaxesareaccountedforinaccordancewithAccountingStandard(AS-22)–“Accountingfortaxesonincome”,notifiedunderCompanies
(Accounting Standard) Rules, 2021. Income tax comprises of both current and deferred tax.
CurrenttaxismeasuredonthebasisofestimatedtaxableincomeandtaxcreditscomputedinaccordancewiththeprovisionsoftheIncomeTax
Act, 1961.
Thetaxeffect ofthetiming differences that result between taxableincome and accounting incomeand arecapable ofreversal in one or more
subsequentperiodsarerecordedasadeferredtaxassetordeferredtaxliability.Theyaremeasuredusingsubstantiallyenactedtaxratesandtax
regulations as of the Balance Sheet date.
Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognized, only if
there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on account of other timing differences are
recognized only to the extent there is a reasonable certainty of its realization.
2 .16 CASH AND BANK BALANCES
Cash and cash equivalents comprises Cash-in-hand, Current Accounts, Fixed Deposits with banks. Cash equivalents are short-term balances
(withanoriginalmaturityofthreemonthsorlessfromthedateofacquisition),highlyliquidinvestmentsthatarereadilyconvertibleintoknown
amounts of cash and which are subject to insignificant risk of changes in value. Other Bank Balances are short-term balance ( with original
maturity is more than three months but less than twelve months).
2 .17 EARNINGS PER SHARE
Basicearningper shareiscomputed bydividingthe profit/ (loss) after tax (includingthe post tax effect of extraordinaryitems, ifany) bythe
weightedaveragenumberofequityshareoutstandingduringtheyear.Dilutedearningpershareiscomputedbydividingtheprofit/(loss)after
tax(includingtheposttaxeffectofextraordinaryitems,ifany)asadjustedfordividend,interestandotherchargestoexpenseorincome(netof
anyattributabletaxes)relatingtothedilutivepotentialequityshares,bytheweightedaveragenumberofequityshareswhichcould havebeen
issued on the conversion of all dilutive potential equity shares.
2 .18 EMPLOYEE BENEFITS
Defined Contribution Plan:
Contributions payable to the recognised provident fund, which is a defined contribution scheme, are charged to the statement of profit and loss.
Defined Benefit Plan:
TheCompanyhasanobligationtowardsgratuity,adefinedbenefitretirementplancoveringeligibleemployees.Theplanprovidesforlumpsum
payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days
salarypayableforeachcompletedyearofservicewithoutanymonetarylimit.Vestingoccursuponcompletionoffiveyearsofservice.Provision
for gratuity has been made in the books as per actuarial valuation done as at the end of the year.
2 .19 SEGMENT REPORTING
The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment
expenses,segmentassetsandsegmentliabilitieshavebeenidentifiedtosegmentsonthebasisoftheirrelationshiptotheoperatingactivitiesof
thesegment.Inter-segmentrevenueisaccountedonthebasisoftransactionswhichareprimarilydeterminedbasedonmarket/fairvaluefactors.
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment.
Revenue,expenses,assetsandliabilitieswhichrelatetotheCompanyasawholeandarenotallocabletosegmentsonreasonablebasishavebeen
included under “unallocated revenue / expenses / assets / liabilities”.
CFS 11Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET PROFIT/(LOSS) AND
RECONCILIATION OF NETWORTH
3. NOTES ON RECONCILIATION OF CONSOLIDATED RESTATED PROFITS
(₹ In Lakhs)
For the year ended
Particulars
March 31, 2025
Net Profit/(Loss) after Tax as per Audited Profit & Loss Account 2 ,577.21
Adjustments for:
Prior period item ( 1.53)
Income tax expense ( 5.90)
Deferred tax expense ( 15.02)
Net Profit/ (Loss) After Tax as Restated 2,554.76
Explanatory notes to the above restatements to profits made in the audited Financial Statements of the Company for the respective years:
a. Prior period item includes below given details :
i. Gratuity Expense : The Company has not recognised the gratuity provision in previous years which has now been restated.
ii. CSR provision for expenses : During the Previous financial years, the Company inadvertently missed booking the required Corporate Social Responsibility
(CSR) expenditure. The same has been recognised and booked as expenditure during respective period / years.
iii. Asset balance written off : Asset debit balance which were no recoverable were been written off.
iv. Interest expense reversal : The Company has wrongly recognised the interest on borrowings in previous years which has now been restated in the statement of
profit and loss.
v. Interest on late payment of statutory dues: The Company has not recognised the liability for interest on TDS in previous years which has now been restated.
vi. Interest expense over MSME Dues: The Company has not recognised the MSME Interest liability as per section 16 of MSME Act, 2006. Hence such interest
expense has been now restated in respective year / periods.
vii. Liability of rates & taxes previously not recognised: The Company has not recognised the short deduction of TDS liability which has now been restated.
b.IncomeTaxExpense: TheCompanyhasinappropriatelycalculatedincometaxliabilitywhichhasnowbeenrestatedforrestatementadjustmentasaboveand
provided for using tax rates related to the respective financial year as per Statement of tax shelters.
c. Deferred Tax: The Company has incorrectly calculated deferred tax over temporary differences, hence such impact which has now been restated.
CFS 12Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET PROFIT/(LOSS) AND
RECONCILIATION OF NETWORTH
4. NOTES ON RECONCILIATION OF CONSOLIDATED RESTATED NET-WORTH
(₹ in Lakhs)
As at
Particulars March 31,
2025
Networth as audited (a) 11,111.71
Adjustments for:
Opening Balance of Adjustments -
Gratuity Expense (85.04)
CSR expenditure (129.61)
Asset balances written off (52.21)
Liabilities written back 0 .60
Reversal of interest expense 2 36.75
Interest on late payment of statutory dues (40.59)
Interest on MSME dues (25.78)
Rates & Taxes 5 7.80
Income tax expense (119.66)
Deferred Tax 1 48.65
Changes in profit and loss account (22.45)
Closing Balance of Adjustments (b) (31.54)
Networth as restated (a +b) 11,080.17
Explanatory notes to the above restatements to Networth made in the audited Financial Statements of the Company for the respective years:
a. Gratuity Expense recognised: Gratuity Expense which was not recognised for earlier years is now recognised and restated.
b. Opening CSR expenses : CSR Expenditure in relation to year prior to Financial year 2022-23 recorded as liability.
c. Asset balance written off & Liabilities written back : Asset and liabilities balances outstanding for prior years which were no longer recoverable / payable has
been written off.
e. Reversal of interest expenses : The Company has wrongly recognised the interest on borrowings in previous years prior to financial year 2022-23 which has now
f. Interest on late payment of statutory dues: The Company has not recognised the liability for interest on TDS and grouped as a expense item in year prior to
financial year 2022-23 which has now been restated.
g. Interest expense over MSME Dues: The Company has not recognised the MSME Interest liability as per section 16 of MSME Act, 2006. Hence such interest
expense has been now restated in respective years.
h. Rates & Taxes: The Company has wrongly grouped TDS liability as a expense item in year prior to financial year 2022-23 which has now been restated.
i. Income Tax Expense: The Company has inappropriately calculated income tax liability which has now been restated for restatement adjustment as above and
provided for using tax rates related to the respective financial year as per Statement of tax shelters.
j. Deferred Tax: The Opening deferred tax impact prior to financial year 2022-23 is recognised and booked due to gratuity and other temporary items.
l. Change in Profit/(Loss) : Refer Note 3 above.
5. ADJUSTMENTS HAVING NO IMPACT ON NETWORTH AND PROFIT:
a. Material Regrouping
Appropriate regroupings have been made in the Restated Summary Statements, wherever required, by a reclassification of the corresponding items of income,
expenses, assets, liabilities and cash flows in order to bring them in line with the groupings as per the audited Financial Statements of the Company, prepared in
accordance with Schedule III and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 (as
amended).
CFS 13Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF SHARE CAPITAL AS RESTATED ANNEXURE - V
(₹ In Lakhs)
As at
Particulars March 31,
2025
AUTHORISED:
Equity Shares of ₹ 10 each 2 ,500.00
(As at March 31,2025 25,000,000 shares) 2 ,500.00
ISSUED, SUBSCRIBED AND PAID UP
Equity Shares of ₹ 10 each fully paid up 1 ,746.30
(As at March 31, 2025 1,74,62,954 shares)
TOTAL 1 ,746.30
Reconciliation of number of shares outstanding at the end of the Period ended:
As at
Particulars March 31,
2025
Equity Shares at the beginning of the year 4 9,95,000
Add: Shares issued during the year 1 3,91,318
Add: Bonus Shares issued during the year 1 ,10,76,636
Equity Shares at the end of the year 1 ,74,62,954
Aggregated no. of shares issued for consideration other than cash during the last 5 years:
As at
Particulars March 31,
2025
Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment
-
being received in cash.
Aggregate number and class of shares allotted as fully paid up by way of bonus shares 1 ,10,76,636
Aggregate number and class of shares bought back -
Note:
1) Terms/Rights attached to Equity Shares: The company has only one class of Equity Shares having a par value of ₹ 10/- per share. Each holder of Equity share is entitled to
one vote per share. In the event of liquidation of the Company, the holders of equity share will be entitled to receive remaining Assets of the Company, after distribution of
all preferential amounts. The distribution will be in proportion to the number of equity shares held by the Share holders.
2) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.
3) Every member of the company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one
vote if he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the company.
4) Company has issued 49,93,18 fresh equity shares via private placement at Face value of Rs.10 each at premium of Rs. 290 per share on 1st August, 2024.
5) Company has made 44,000 fresh issue of equity shares via private placement at Face value of Rs. 10 each at premium of Rs. 290 per share on 9th August, 2024.
6) Company has made 1,10,76,636 Bonus issue of shares at the ratio of 2 shares for every 1 share held on 31st August, 2024
7) Company has issued 8,48,000 fresh equity shares via private placement at a Face Value of 10 each at premium of Rs. 115 per share on 4th December, 2024
Details of Shareholders holding more than 5% of the aggregate shares of the company:
As at March 31, 2025
Name of Shareholders
No. of Shares Held % of Holding
Equity Share Holders
Dakshinamoorthy Venkatesan 64,95,996 37.20%
Dakshna Moorthy Manikandan 6 4,95,999 37.20%
Aparna Samir Thakker 1 9,93,005 11.41%
Details of equity shares held by promoters:
As at March 31, 2025 % Change during
Name of Promoter
No. of Shares Held % of Holding the period
Dakshinamoorthy Venkatesan 6 4,95,996 37.20% (6.15%)
Dakshinamoorthy Manikandan 6 4,95,999 37.20% (6.15%)
CFS 14Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF RESERVE & SURPLUS AS RESTATED ANNEXURE - VI
(₹ In Lakhs)
As at
Particulars March 31,
2025
Securities Premium
Opening Balance -
Add: Received during the year 2,850.57
Less: Utilized for bonus shares issued during the year ( 1,107.66)
Less : Minority Share of Securities premium ( 62.35)
Closing Balance (a) 1,680.56
Balance in profit & Loss A/c
Opening Balance 5,107.64
Add : Net profit / (Loss) after Tax for the year 2,554.76
Opening Restatement adjustment
Gratuity Expense ( 85.04)
CSR expenditure ( 129.61)
Deferred Tax 148.65
Asset balances written off ( 52.21)
Liabilities written back 0.60
Reversal of interest expense 236.75
Interest on late payment of statutory dues ( 40.59)
Interest on MSME dues ( 25.78)
Rates & Taxes 57.80
Income tax expense ( 119.66)
Closing Balance (b) 7,653.31
TOTAL (a + b) 9,333.87
DETAILS OF MINORITY INTEREST AS RESTATED ANNEXURE - VII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Opening Balance
Add : Share capital 0.26
Add : Minority Share of Securities premium 62.35
Add : Minority Share of Profit / ( Loss) during the period ( 0.27)
TOTAL 6 2.34
DETAILS OF LONG TERM BORROWINGS AS RESTATED ANNEXURE - VIII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Secured
Term Loan
- Banks -
Vehicle Loan
- Banks -
- Others 1 19.92
Unsecured
Term Loan
- Banks -
- Others -
TOTAL 119.92
(Refer Annexure for terms of security, repayment and other relevant details)
CFS 15Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF DEFERRED TAX LIABILITIES / (ASSETS) (NET) AS RESTATED ANNEXURE - IX
(₹ In Lakhs)
As at
Particulars March 31,
2025
Deferred Tax Liabilities arising on account of:
-Difference of WDV as per Companies Act, 2013 and Income Tax Act, 1961 104.27
-Expenses disallowed under Income Tax Act, 1961 ( 103.55)
TOTAL 0.72
DETAILS OF LONG TERM PROVISIONS AS RESTATED ANNEXURE - X
(₹ In Lakhs)
As at
Particulars March 31,
2025
Provision for Gratuity 65.40
TOTAL 65.40
DETAILS OF SHORT TERM BORROWINGS AS RESTATED ANNEXURE - XI
(₹ In Lakhs)
As at
Particulars March 31,
2025
Secured
Working capital loan facility / Cash Credit facility
- Banks 4,994.65
- Others 600.00
Current Maturities of Long Term Debt 24.14
Unsecured
Intercorporate Loan 259.00
TOTAL 5,877.79
(Refer Annexure for terms of security, repayment and other relevant details)
DETAILS OF TRADE PAYABLES AS RESTATED ANNEXURE - XII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Payable to Micro and Small Enterprises 35.07
Payable to other than Micro and Small Enterprises 6,357.63
TOTAL 6 ,392.70
CFS 16Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF OTHER CURRENT LIAIBILITES AS RESTATED ANNEXURE - XIII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Audit Fees Payable 19.82
Wages & Salaries Payable 51.77
Rent payable 40.50
Customer Advances 120.43
Interest payable on MSME Creditors 38.59
Statutory Dues Payable (EPF, ESIC, TDS, Custom duty and GST) 519.18
TOTAL 7 90.29
DETAILS OF SHORT TERM PROVISIONS AS RESTATED ANNEXURE - XIV
(₹ In Lakhs)
As at
Particulars March 31,
2025
Provision for Taxation (Net of Advance Tax, TDS and TCS) 1,182.03
Provision for Gratuity 122.63
1 ,304.66
DETAILS OF LONG-TERM LOANS & ADVANCES AS RESTATED ANNEXURE - XVI
(₹ In Lakhs)
As at
Particulars March 31,
2025
Capital advance against property 198.35
TOTAL 198.35
CFS 17Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF OTHER NON CURRENT ASSETS AS RESTATED ANNEXURE - XVII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Electricity Deposit 7 .36
Earnest Money Deposit 3 48.97
Security Deposit 3 51.36
Fixed Deposit (having original maturity of more than 3 months and remaining maturity of more than 12
months)* 2 2.12
TOTAL 729.81
*Balance confirmation not available, hence balances verified using Fixed deposit receipts
DETAILS OF INVENTORIES AS RESTATED ANNEXURE - XVIII
(₹ In Lakhs)
As at
Particulars March 31,
2025
Raw Material 7 35.39
Work In Progress 3 ,887.13
Finished goods 1 ,621.37
TOTAL 6 ,243.89
DETAILS OF TRADE RECEIVABLES AS RESTATED ANNEXURE - XIX
(₹ In Lakhs)
As at
Particulars March 31,
2025
Unsecured, Considered Good
Trade Receivable More than Six Months 2 ,983.05
Trade Receivable Less than Six Months 9 ,776.99
Unsecured, Considered Doubtful
Trade Receivable More than Six Months -
Less: Provision for Bad & Doubtful Debts -
Trade Receivable Less than Six Months -
Less: Provision for Bad & Doubtful Debts -
TOTAL 12,760.04
CFS 18Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF CASH AND BANK BALANCE AS RESTATED ANNEXURE - XX
(₹ In Lakhs)
As at
Particulars March 31,
2025
a. Cash and Cash Equivalents
Cash-in-Hand 0 .54
Bank Balance 2 34.26
b. Other Bank Balances with Scheduled Bank
Balance with Banks in Fixed Deposits* 1 57.41
(having original maturity of more than 3 months and remaining maturity of less than 12 months
including given as collateral or margin money)
TOTAL 392.21
*Balance confirmation not available, hence balances verified using Fixed deposit receipts
DETAILS OF SHORT TERM LOAN AND ADVANCES AS RESTATED ANNEXURE - XXI
(₹ In Lakhs)
As at
Particulars March 31,
2025
Staff loans & advances 5 0.96
Balance with Government Authorities 3 4.79
Rent Deposit 1 8.26
Prepaid expenses ( Including IPO expense) 4 5.00
Advances to related parties (Refer Annexure - XLIV) 1 65.19
Vendor advances 1 ,379.21
TDS Reimbursement Receivable 0 .20
TOTAL 1,693.61
CFS 19Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS AS RESTATED ANNEXURE- XV
(₹ In Lakhs)
GROSS BLOCK DEPRECIATION & AMORTIZATION NET BLOCK
Particulars AS AT AS AT UPTO FOR THE UPTO AS AT AS AT
ADDITIONS DEDUCTIONS DEDUCTIONS
01.04.2024 31.03.2025 01.04.2024 YEAR 31.03.2025 31.03.2025 31.03.2024
Property, Plant & Equipment
Air conditioner 2.69 - - 2.69 2.01 0.12 - 2.13 0.56 0.68
Building (Block 1 Unit -5) 1 ,578.03 - - 1 ,578.03 581.65 48.52 - 630.17 947.86 996.38
Buildings 256.17 360.20 - 616.37 131.44 14.76 - 146.20 470.17 124.73
Car 155.51 159.83 55.16 260.18 141.35 6.30 52.40 95.25 164.93 14.16
Computer 102.74 3.16 - 105.90 93.64 4.49 - 98.13 7.77 9.10
Electrical Equipments 51.39 - - 51.39 40.77 2.75 - 43.52 7.87 10.62
Furniture & Fittings 186.15 - - 186.15 78.22 27.94 - 106.16 79.99 107.93
Land 29.85 - - 29.85 - - - - 29.85 29.85
Machinery (Unit-5) 939.69 - - 939.69 751.05 34.15 - 785.20 154.49 188.64
Office Equipments 11.60 - - 11.60 11.08 0.06 - 11.14 0.46 0.52
Plant & Machinery 1 ,312.75 - - 1 ,312.75 729.80 113.46 - 843.26 469.49 582.95
UPS 3.07 - - 3.07 3.07 - - 3.07 - -
Vehicle 55.47 - - 55.47 51.98 0.72 - 52.70 2.77 3.49
Land- Nehru Nagar 872.97 - - 872.97 - - - - 872.97 872.97
Land- Madurai 421.91 44.13 - 466.04 - - - - 466.04 421.91
Intangible asset -
Planning Software 10.88 - - 10.88 10.33 - - 10.33 0.55 0.55
CREO Elements 5.15 - - 5.15 4.84 - - 4.84 0.31 0.31
Total 5 ,996.02 5 67.32 5 5.16 6 ,508.18 2 ,631.23 2 53.27 5 2.40 2 ,832.10 3 ,676.08 3 ,364.79
CFS 20Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF REVENUE FROM OPERATIONS AS RESTATED ANNEXURE - XXII
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Revenue from Sale of Products 1 9,238.70
TOTAL 1 9,238.70
DETAILS OF OTHER INCOME AS RESTATED ANNEXURE - XXIII
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Interest on fixed deposit income 12.59
Discount Received 6.23
Profit on sale of Asset 8.74
TOTAL 27.56
DETAILS OF COST OF MATERIAL CONSUMED AS RESTATED ANNEXURE - XXIV
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Opening Stock 1,120.04
Purchases 1 2,958.82
Less : Closing Stock (735.39)
TOTAL 1 3,343.47
CFS 21Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF DIRECT EXPENSES AS RESTATED ANNEXURE - XXV
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Freight & Service Charges 753.97
Rent, Electricity & Repairs 225.51
Testing Charges & Other expenses 30.30
Factory Maintenance 13.56
Insurance & License 25.92
Labour & Service charges 123.41
TOTAL 1,172.67
DETAILS OF CHANGES IN INVENTORIES OF WORK- IN- PROGRESS & FINISHED GOODS AS ANNEXURE - XXVI
RESTATED (₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Work in Progress
Opening Stock 2,939.46
Less : Closing Stock ( 3,887.13)
Finished goods
Opening Stock 520.79
Less : Closing Stock ( 1,621.37)
TOTAL (2,048.25)
DETAILS OF EMPLOYEE BENEFIT EXPENSES AS RESTATED ANNEXURE - XXVII
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Salary & Wages 965.96
Staff Welfare Expenses 94.05
Director Remuneration 148.60
Contribution to Provident Fund 31.61
Contribution to Employee State Insurance 5.04
Gratuity expense 6.92
TOTAL 1,252.18
CFS 22Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF FINANCE COST AS RESTATED ANNEXURE - XXVIII
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Interest on Borrowings 653.07
Bank and loan Processing Charges 116.10
Interest on Supplier Overdue/ Loan from others 149.33
Interest on late payment of MSME Dues 12.83
Interest on late payment of statutory dues 175.70
TOTAL 1,107.03
DETAILS OF DEPRECIATION AND AMORTIZATION EXPENSE AS RESTATED ANNEXURE - XXIX
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Depreciation Expenses 253.27
Amortization Expenses -
TOTAL 253.27
DETAILS OF OTHER EXPENSES AS RESTATED ANNEXURE - XXX
(₹ In Lakhs)
For the Year ended March
Particulars
31, 2025
Administrative Expenses
Audit Fee 24.00
Donation Expenses 6.05
CSR expenses 17.85
Professional and Consultancy Charges 157.75
Sundry balance written off 15.32
Vehicle Maintenance 15.89
Office expense 24.88
Printing, Postage and Stationery 5.45
Rates & Taxes 87.44
Legal fees 0.79
Telephone Charges 6.58
Travelling & Conveyance 117.08
Advertisement and Business Promotion Expenses 206.71
Loss on foreign exchange 3.73
Total 689.52
Details of Payment made to Auditors :
For the Year ended March
Particulars
31, 2025
Audit fees 22.00
Tax audit fees 2.00
Certificates -
Others -
CFS 23Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow
Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF OTHER INCOME AS RESTATED
ANNEXURE - XXXI
(₹ In Lakhs)
For the Year ended
Particulars Nature
March 31, 2025
Other Income 2 7.56
Net Profit Before Tax as Restated 3,496.37
Percentage 0.79%
Source of Income
Recurring and not related to
Interest Income 1 2.59
Business Activity
Non-Recurring and related to
Discount Received 6 .23
Business Activity
Non-Recurring and not related
Profit on sale of Asset 8 .74
to Business Activity
Total Other income 2 7.56
CFS 24Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE -XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025
(₹ In Lakhs)
Repayable in 60 equated monthly
1 Axis Bank Limited Vehicle Loan 2 1.85 8.50% p.a. 60 Months 9 44,829 4.18
instalments(EMIs)
Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future (
excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and
274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar
Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan.
3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village 3200 Current /
2 Axis Bank Limited Repayable on Demand 3 Month MCLR + 2.50% 12 Months NA NA 3 ,197.98
kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy. 3500
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village,
Sripreumbudur in the name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street,
yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur
taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
CFS 25Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE -XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025
(₹ In Lakhs)
Working capital / Credit facility
1. First & exclusive charge through equitable mortgage over entire land parcel of at No. 46, Kadaneri
village, Peraiyur taluk, Madurai District in Punja Survey 142/1D, 142/1E, 144/1B, 142/2, 142/1A, 144/1C,
144/1A, 142/1B, 142/1C, 143/1, 143/5, 143/6, 143/4C, 144/ 2C, 143/3, 144/2A, 143/4A, 143/4B, 144/2B,
143/2A1, 143/2A3, 143/2A2, 143/2A4, 143/2B, 386/3A, 386/3B, 388/1, 386/2A, 386/2B, 381/2, 381/1B,
387/3, 388/3A2B, 388/ 3A2C, 385/2, 331/6, 385/1A, 388/2, 389/1A, 145/4, measuring 34.94 acres (
Immovable property)
2. Demand Promissory Note.
The loan shall be
3.Personal Guarantee of Guarantors.
repayable in a bullet
4. Any other security in the form and manner acceptable to the Lender.
repayment at the end
5. Other terms and conditions as provided in the loan documents to be executed in favour of the lender, to the
3 Share India Fincap Private Limited Repayable in Bullet payment 600.00 16.00% p.a. of the tenure, with a NA NA 600.00
satisfaction of Lender.
term of 12 months
from the date of first
Personal Guarantee:
disbursement.
1. Venkatesan D alias Venkatesan Dakshinamoorthy
2. Manikandan Dakshinamoorthy
3. Venkatesan Revathi
4. Nandhini Manikandan
Corporate Guarantee:
1. Air flow Energy Solutions Pvt. Ltd.
2. Air flow Dafeng Rail Equipments Pvt. Ltd.
Collateral:
1. Industrial Property Located at Plot No. 174 owned by Mr. D venkatesan and Mr. D Manikandan.
2. All that place and parcel of land and building Plot no. 220 owned by Mr. D venkatesan and Mr. D
4 Union Bank of India Repayable on Demand 1,800.00 EBLR+0.75% 12 Months NA NA 1 ,796.67
Manikandan.
3. 2. All that place and parcel of land and building Plot no. 221 & 222 owned by Mr. D venkatesan and Mr.
D Manikandan.
CFS 26Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE -XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025
(₹ In Lakhs)
Inter corporate loan
Such Business loan facility (unsecured ) guaranteed against collateral security of directors and their relatives
:
1st Guarantor
a. Land measuring 70 cents in S.No.284/4 (53 cents) & S.No.287/2 (17 cents) at Kalivanthapattu Village,
Chengalpattu Taluk, Kancheepuram District.
b. Bounded by: Survey Nos.287/2, 284/3B, 287/2A & a road in usage.
2nd Guarantor
a. Land measuring 79 cents across multiple survey numbers at Kalivanthapattu Village.
b. Bounded by: Eswari’s land, road in usage, Survey Nos.104/2A & 284/1B.
3rd Guarantor
a. 1 acre of land in S.No.102/2, 287/2, 103, 102/1A & 104/2A at Kalivanthapattu Village.
b.Bounded by: Various private lands, roads & lakeside.
4th Guarantor 15 months and
5 Raahat Financial & Financial Consultancy Services Private Ltd Repayable on Demand 500.00 24.00% p.a NA NA -
a.25 cents in S.No.102 at Nanmangalam Village. renewal basis
b.1271 sq. ft. plot in S.No.103/3B2, Abinanthan Nagar, approved under PPA No.868/2018.
5th Guarantor
a. 74 cents in S.No.102/1A at Kalivanthapattu Village.
b. Bounded by: Latha’s land, Palani’s land & Survey Nos.102/1B & 102/1A.
6th Guarantor
a. 74 cents in S.No.104/1 at Kalivanthapattu Village.
b. Bounded by: Survey Nos.103, Eswari’s land, 104/2A & 284/1B.
7th Guarantor
a. 74 cents in S.No.102/2 & S.No.102/1A at Kalivanthapattu Village.
b. Bounded by: Survey Nos.326, Jamuna’s land, 104/1B & other survey lands.
8th Guarantor
a. 74 cents in S.Nos.104/2A, 104/3A, 104/4A1-4A3 & 103 at Kalivanthapattu Village.
b. Bounded by: Various survey numbers and private lands.
Repayable in 60 equated monthly
6 BMW India Financial services private limited Vehicle Loan 143.00 10.99% p.a. 48 Months 4 6 2 ,86,203 139.88
instalments (EMIs)
Aggregate amount of loan guaranteed by directors and others 3 ,797.98
*Note : Loan details presented are subject to Sanction letter ,repayment schedule and other related documents
CFS 27Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
AGEING OF TRADE PAYABLES AS RESTATED ANNEXURE - XXXIII
(₹ In Lakhs)
I. Ageing of Creditors as at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Not due Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(a) MSME - - - - - -
(b) Others - 4 ,395.60 7 78.10 3 65.16 8 18.77 6 ,357.63
(c) Disputed Dues - MSME - - - - 3 5.07 3 5.07
(d) Disputed Dues - Others - - - - - -
Total - 4 ,395.60 7 78.10 3 65.16 8 53.84 6 ,392.70
CFS 28Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
AGEING OF TRADE RECEIVABLES AS RESTATED ANNEXURE - XXXIV
(₹ In Lakhs)
I. Ageing of Debtors as at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Not due Less than 6 6 months - 1 More than 3 Total
1-2 years 2-3 years
months year years
(a) Undisputed Trade receivables - considered good - 9 ,776.99 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
(b) Undisputed Trade Receivables - considered doubtful - - - - - - -
(c) Disputed Trade Receivables - considered good - - - - - - -
(d) Disputed Trade Receivables - considered doubtful - - - - - - -
Total - 9 ,776.99 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
Add: Unbilled Revenue - - - - - - -
Total - 1 9,553.98 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
CFS 29Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF RELATED PARTY TRANSACTION AS RESTATED ANNEXURE - XXXV
(₹ In Lakhs)
Amount of transaction Amount outstanding as
Name of Related Party Nature of Relationship Nature of Transaction during the year ended on March 31, 2025
March 31, 2025 (Payable)/ Receivable
Rent 11.40 -
Remuneration 66.30 -
Capital Advance Given -
-
Dakshinamoorthy Venkatesan Promotor / Managing director Capital Advance Repaid -
Advance repaid 456.90
Advance given 264.22 -
Reimbursement of Expenses 12.57
Rent 11.40 -
Remuneration 66.30 -
Capital Advance Given -
-
Dakshinamoorthy Manikandan Promotor / Managing director Capital Advance Repaid -
Advance repaid 664.41
Advance given 596.96 (138.66)
Reimbursement of Expenses 7.28
Rent 8.40 -
V Revathi Relative of director Loan taken -
-
Loan Repaid 28.15
Controlled by Relative of Advance repaid 43.28
Airtrec Equipments -
Director Advance given 12.20
Relative of director & Whole- Rent - -
Venkatesan Sathishkumar
time director w.e.f 24/7/2024 Remuneration 16.00 -
Relative of director & Non Rent 8.40 -
Manikandan Nanthini executive Director w.e.f Loan taken -
-
24/7/2024 Loan repaid 24.12
Airflow Energy Solutions Private Controlled by Director of Advance repaid 20.00
5 .74
Limited Company Advance given -
Controlled by Relative of Advance repaid 0.02
Apex Material Sciences 1 21.44
Director of Company Advance given -
Controlled by Relative of Advance repaid -
Nautone Private Limited 3 8.00
Director of Company Advance given -
Advance given -
-
Bharani Engineering Industries Controlled by Relative of Advance Repaid -
Private Limited Director of Company Sales of goods -
(172.31)
Purchase of goods -
Papa Sanjeevi Karunakaran CFO w.e.f 01/07/2024 Salary expense 7.44 (0.62)
Controlled by Relative of Sales of goods 201.01
Raghavendra Industries 746.35
Director of Company Purchase of goods 67.73
Research and development expense -
Sales of goods - -
Starkeon Engineering Private Controlled by Relative of
Purchase of goods -
Limited Director of Company
Capital Advance Given 72.53
198.34
Capital Advance Repaid -
CFS 30Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE - XXXVI
DISCLOSURE UNDER AS-15 AS RESTATED (₹ In Lakhs)
A. DEFINED CONTRIBUTION PLAN
For the year ended
Particulars March 31, 2025
(₹ in Lakhs)
Employers' Contribution to Provident Fund and ESIC 36.65
B. DEFINED BENEFIT OBLIGATION
1) Gratuity
The gratuity benefit payable to the employees of the Company is as per the provisions of the Payment of Gratuity Act, 1972, as amended.
Under the gratuity plan, every employee who has completed at least 5 years of service gets gratuity on separation or at the time of
superannuation calculated for equivalent to 15 days salary for each completed year of service calculated on last drawn basic salary. The
Company does not have a funded plan for gratuity liability.
I. ASSUMPTIONS: For the year ended
March 31, 2025
Discount Rate 6.55%
Salary Escalation 5.00%
Attrition Rate 54.00%
Mortality Table Indian Assured Lives
Mortality (2012-14) Ult.
Retirement Age 60 years
II. CHANGE IN THE PRESENT VALUE OF DEFINED BENEFIT OBLIGATION: As at
March 31,
2025
(₹ in Lakhs)
Present Value of Benefit Obligation as at the beginning of the year 181.11
Current Service Cost 16.18
Interest Cost 9.38
(Benefit paid) -
Actuarial (gains)/losses ( 18.64)
Present value of benefit obligation as at the end of the year 188.03
CFS 31Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE - XXXVI
DISCLOSURE UNDER AS-15 AS RESTATED (₹ In Lakhs)
III. ACTUARIAL GAINS/LOSSES: For the year ended
March 31, 2025
(₹ in Lakhs)
Actuarial (gains)/losses on obligation for the year ( 18.64)
Actuarial (gains)/losses on asset for the year -
Actuarial (gains)/losses recognized in income & expenses (18.64)
Statement
IV. EXPENSES RECOGNISED For the year ended
March 31, 2025
(₹ in Lakhs)
Current service cost 16.18
Interest cost 9.38
Actuarial (gains)/losses ( 18.64)
Expense charged to the Statement of Profit and Loss 6.92
V. BALANCE SHEET RECONCILIATION: As at
March 31,
2025
(₹ in Lakhs)
Opening net liability 181.11
Expense as above 6.92
Net liability/(asset) recognized in the balance sheet 188.03
VI. EXPERIENCE ADJUSTMENTS For the year ended
March 31, 2025
(₹ in Lakhs)
On Plan Liability (Gains)/Losses ( 15.57)
VII. The estimates of rate of salary increase considered in the actuarial valuation takes into account inflation, seniority, promotion and all
other relevant factors including supply and demand in the employment market.
CFS 32Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF ACCOUNTING RATIOS AS RESTATED
ANNEXURE - XXXVII
(₹ In Lakhs, except per share data and ratios)
For the Year ended March
Particulars
31, 2025
Restated Profit attributable to equity shareholders of holding company (A) 2 ,554.76
Tax Expense (B) 9 41.88
Depreciation and amortization expense (C) 2 53.27
Interest Cost (D) 9 90.93
Weighted Average Number of Equity Shares at the end of the Year (Pre Bonus) (E-1) 1,63,41,402
Weighted Average Number of Equity Shares at the end of the Year (Post Bonus) (E-2) 1,63,41,402
Number of Equity Shares outstanding at the end of the Year (Pre-Bonus) (F-1) 1,74,62,954
Number of Equity Shares outstanding at the end of the Year (Post-Bonus) (F-2) 1,74,62,954
Nominal Value per Equity share (₹) (G) 1 0.00
Restated Net Worth of Equity Share Holders as per Statement of Assets and Liabilities (H) 1 1,080.17
Restated Net-Assets as per Statement of Assets and Liabilities (I) 1 1,142.51
Current Assets (J) 2 1,089.75
Current Liabilities (K) 1 4,365.44
Earnings Per Share - Basic & Diluted1 & 4 (₹) (Pre-Bonus) 15.63
Earnings Per Share - Basic & Diluted1 & 4 (₹) (Post-Bonus) 15.63
Return on Net Worth1 (%) 23.06%
Net Asset Value Per Share1 & 4 (₹) (Pre - Bonus) 63.81
Net Asset Value Per Share1 & 4 (₹) (Post - Bonus) 63.81
Current Ratio1 1.47
Earning before Interest, Tax and Depreciation and Amortization1 (EBITDA) 4,740.84
Notes -
1. Ratios have been calculated as below:
A
Earnings Per Share (₹) (EPS) :
E1 OR E2
A
Return on Net Worth (%):
H
I
Net Asset Value per equity share (₹):
F1 OR F2
I
Current Ratio:
J
Earning before Interest, Tax and Depreciation and Amortization (EBITDA): A + (B+C+D)
2. Company has issued 4,99,318 fresh equity shares via private placement at Face value of 10 each at premium of Rs. 290 per share on 01st August, 2024.
3. Company has made 44,000 fresh issue of equity shares via private placement at Face value of 10 each at premium of Rs. 290 per share on 09th August, 2024.
4. Bonus shares were issued at the rate of 2 shares for every 1 share held on 31st August, 2024
5. Company has issued 8,48,000 fresh equity shares via private placement at a Face Value of 10 each at premium of Rs. 115 per share on 4th December, 2024
6. Ratios are not annualised.
7.Net-worth” means 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, as per the audited
balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation (Refer Regulation 2 of Chapter - I of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018)
8.Net-assets value” means the total of all the assets as reduced by total of all the liabilities of the company
CFS 33Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF NET ASSETS AND PROFIT/(LOSS) ATTRIBUTABLE TO OWNERS AND MINORITY INTEREST AS RESTATED:
(as per para 2 of general instructions for the preparation of consolidated financial statements to Division I of Schedule III of ANNEXURE - XXXVIII
Companies Act, 2013) (₹ In Lakhs)
As at March 31, 2025
Net Assets, i.e., total assets minus total
Share in profit or loss
liabilities
Particulars
As % of consolidated Amount As % of consolidated Amount
net assets (₹) profit or loss (₹)
I. Parent
Airfloa Rail Technology Limited
a. Equity Share Holders 97.32% 10,843.81 100.05% 2,555.80
b. Preference Share Holders - - - -
II. Subsidiaries
i) Indian
- Sree Dakssnaa Aerospace and Defence India Private Limited 2.12% 236.36 (0.04%) (1.04)
ii) Foreign
III. Associates entities
i) Indian - - - -
ii) Foreign - - - -
IV. Minority Interest in Subsidiaries
i) Indian
- Sree Dakssnaa Aerospace and Defence India Private Limited 0.56% 62.34 (0.01%) (0.27)
ii) Foreign - - - -
- - - -
Total 100.00% 11,142.51 100.00% 2,554.49
CFS 34Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE CONSOLIDATED RESTATED FINANCIAL STATEMENTS
DETAILS OF CONTINGENT LIABILITIES & COMMITMENTS AS RESTATED ANNEXURE - XXXIX
(₹ In Lakhs)
As at
Particulars March 31,
2025
I. Contingent Liabilities
(a) claims against the company not acknowledged as debt*; 39.89
(b) guarantees excluding financial guarantees; and -
(c) other money for which the company is contingently liable
II. Commitments
(a) estimated amount of contracts remaining to be executed on capital account and not provided
11.66
for**
(b) uncalled liability on shares and other investments partly paid -
(c) other commitments -
* Note :
1. The GST Department has raised demand of ₹ 20,01,526/- vide Order No. 527/2024 - SUPDT dated. August 20, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which
the company has filed an appeal to the appellate authority dated November 26, 2024.
2. The GST Department has raised demand of ₹ 19,87,584/- vide Order No. 17/2024 - SUPD dated. February 27, 2024
issued u/s 73 (9) of the Central Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which
the company has filed an appeal to the appellate authority dated June 21, 2024.
** Note :
1. Starkeon Engineering Private Limited has acquired a set of high-value industrial assets, including a Heavy Duty
Horizontal Turnmill Center (Model BHTM 2050Y), a CNC Vertical Machining Center (Model BMV60+TC30), a Detron
Make Rotary Table, a Rotary with 6-Axis Attachment for VMC BMV60, and a Hydraulic Press Brake (Model HG1303).
Subsequently, As per Purchase order dated. 25th October 2024 of these specified machinery and equipment was agreed at
₹210.00 lakhs. As of 31st March 2025, Airfloa Rail Technology Limited had made a payment of ₹198.34 Lakhs towards
this transaction.
CFS 35Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE CONSOLIDATED RESTATED FINANCIAL STATEMENTS
RESTATED VALUE OF IMPORTS CALCULATED ON C.I.F BASIS BY THE COMPANY DURING THE ANNEXURE - XL
FINANCIAL YEAR IN RESPECT OF: (₹ In Lakhs)
As at
March 31,
Particulars 2025
₹
(a) Raw Material 735.81
(b) Components and spare parts -
(c) Capital goods -
DETAILS OF VALUE (INCLUDING INCIDENTAL EXPENSES) OF IMPORTED AND ANNEXURE - XLI
INDIGENOUS RAW MATERIALS CONSUMED (₹ In Lakhs)
As at Percentage to the total
March 31, consumption
Particulars
2025
₹ (%)
(a) Raw Material - Imported 735.81 5.51%
(b) Raw Material - Indigenous 12,607.66 94.49%
Total 13,343.47 100.00%
EXPENDITURE IN FOREIGN CURRENCY DURING THE FINANCIAL YEAR AS RESTATED : ANNEXURE - XLII
(₹ In Lakhs)
As at
March 31,
Particulars
2025
₹
(a) Royalty -
(b) Know-How -
(c) Professional and consultation fees -
(d) Interest -
(e) Purchase of Components and spare parts -
(f) Others -
EARNINGS IN FOREIGN EXCHANGE AS RESTATED: ANNEXURE - XLIII
(₹ In Lakhs)
As at
March 31,
Particulars 2025
₹
(a) Export of goods calculated on F.O.B. basis
(b) Royalty, know-how, professional and consultation fees -
(c) Interest and dividend -
(d) Other income -
CFS 36Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India)
Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE CONSOLIDATED RESTATED FINANCIAL STATEMENTS
DUES OF SMALL ENTERPRISES AND MICRO ENTERPRISES AS RESTATED ANNEXURE - XLIV
(₹ In Lakhs)
As at
March 31,
Particulars
2025
₹
(a) Dues remaining unpaid to any supplier at the end of each accounting year
-Principal 35.07
-Interest on the above 38.59
(b) the amount of interest paid by the buyer in terms of section 16 of the Micro, Small and Medium Enterprises -
Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during
each accounting year;
(c) the amount of interest due and payable for the period of delay in making payment (which have been paid but 38.59
beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and
Medium Enterprises Development Act, 2006;
(d) the amount of further interest remaining due and payable even in the succeeding years, until such date when the -
interest dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible
expenditure under section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.
Note : During the period under consideration, the Company does not have a system in place to determine the bifurcation of the creditors as Micro,
Small or Medium Enterprises. Based on the information available with the Company, there are dues to Small and Micro enterprises as required to be
disclosed under the Micro, Small and Medium Enterprises Development Act, 2006. The information regarding Micro and Small enterprises has been
determined to the extent such parties have been identified on the basis of information available with the Company
ADDITIONAL REGULATORY INFORMATION AS PER PARA Y OF SCHEDULE III TO COMPANIES ACT,
ANNEXURE - XLV
2013:
i. The Company does have immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in
favour of the lessee) whose title deeds are not held in the name of the company, Accordingly, the relevant disclosure has been provided in the
restated standalone financial statements. However, this disclosure is not applicable at the consolidated level, in line with the applicable guidance
note
ii. The Company has not revalued its Property, Plant and Equipment.
iii. The Company has not granted loans or advances in the nature of loans are granted to promoters, Directors, KMPs and the related parties (as defined
under Companies Act, 2013,) either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment except as below given :
As at March 31, 2025
Amount of loan orPercentage to the total
Type of borrower
advance in the natureloans and advances in the
of loan outstanding nature of loans
Promoters - 0.00%
Directors - 0.00%
KMPs - 0.00%
Related party 165.19 76.42%
CFS 37Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE CONSOLIDATED RESTATED FINANCIAL STATEMENTS
iv. The Company does not have any capital work-in-progress.
v. The Company does not have any intangible assets under development .
vi. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the
rules made thereunder.
vii The Company has borrowings from banks or financial institutions on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company
with banks or financial institutions are in agreement with the books of accounts. The below provided detail pertains to parent company.
For Year ended 31st March , 2025
Amount as reported in
Particulars of Amount as per Books the quarterly return/ Amount of difference Reason for material
Quarter Name of Bank
Securities Provided of Account (₹ in Lakhs) statement (₹ in Lakhs) discrepancies
(₹ in Lakhs)
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q1 Axis Bank Limited Stock statement 3,789.80 2,373.00 (1,416.80) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
statements after inadvertently
Q1 Axis Bank Limited Book debts 11,872.61 4,776.00 (7,096.61) netting-off advance from
customer
Q1 Union bank of india Limited Stock statement 3,789.80 3,789.80 - -
The Company has submitted
statements after inadvertently
Q1 Union bank of india Limited Book debts 11,872.61 9,865.00 (2,007.61) netting-off some advances
Q2 Axis Bank Limited Stock statement 5,877.15 5,877.15 - -
Due to non - Completion of
Q2 Axis Bank Limited Book debts 10,364.56 10,510.00 145.44
bank entries
Q2 Union bank of india Limited Stock statement 5,877.15 5,877.15 - -
Due to non - Completion of
Q2 Union bank of india Limited Book debts 10,364.56 10,854.00 489.44
bank entries
Q3 Axis Bank Limited Stock statement 6,129.45 6,129.45 - -
10,727.00 10,991.00
Due to non - Completion of
Q3 Axis Bank Limited Book debts 264.00
bank entries
Q3 Union bank of india Limited Stock statement 6,129.45 6,129.45 - -
Due to non - Completion of
Q3 Union bank of india Limited Book debts 10,727.00 11,379.00 652.00
bank entries
Q4 Axis Bank Limited Stock statement 6,243.89 6,243.89 - -
Q4 Axis Bank Limited
Due to non - Completion of
Book debts 12,760.04 12,533.26 (226.78)
bank entries
Q4 Union bank of india Limited Stock statement 6,243.89 6,243.89 - -
Due to non - Completion of
Q4 Union bank of india Limited Book debts 12,760.04 12,533.26 (226.78)
bank entries
CFS 38Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE CONSOLIDATED RESTATED FINANCIAL STATEMENTS
x. There are charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period .Such relevant disclosure has been provided in the restated standalone
financial statements. However, this disclosure is not applicable at the consolidated level, in line with the applicable guidance note
xi. The company has invested in its subsidiary company and it complies with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction
on number of Layers) Rules, 2017
xii. Disclosure for Significant Accounting Ratios are not applicable at consol level
xiii. The Company does not have any scheme of arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
xiv. The Company does not have undisclosed income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of
the Income Tax Act, 1961).
xv. The Company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year.
xiv. A. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
B. No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of
the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
CAPITALISATION STATEMENT AS AT MARCH 31, 2025 ANNEXURE - XLVI
(₹ In Lakhs)
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 5 ,877.79 -
Long Term Debt (B) 1 19.92 -
Total debts (C) 5 ,997.71 -
Shareholders’ funds
Share capital 1,746.30 -
Reserve and surplus - as Restated 9,333.87 -
Total shareholders’ funds (D) 11,080.17 -
Long term debt / shareholders funds (B/D) 0 .01 -
Total debt / shareholders funds (C/D) 0 .54 -
Signatures to Annexures Forming Part Of The Restated Financial Statements
For and on behalf of the Board of Directors of Airfloa Rail Technology Ltd
sd/- sd/- sd/- sd/-
Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(Managing Director) (Managing Director) (CFO) (Company Secretary)
DIN - 00232210 DIN - 00232275
Place : Chennai
Date : 21-08-2025
CFS 39Independent Auditor’s Report on Restated standalone financial Statements
To,
The Board of Directors
Airfloa Rail Technology Limited
(Formerly known as “Airfloa Rail Technology Private Limited” or
“Airflow Equipments India Private Limited”)
1. We have examined the attached restated standalone financial information of Airfloa Rail Technology Limited
(Formerly known as “Airfloa Rail Technology Private Limited” or “Airflow Equipments India Private
Limited”) (hereinafter referred to as “the Company”) comprising the restated standalone statement of assets
and liabilities as at March 31, 2025, 2024, and 2023, restated standalone statement of profit and loss and restated
standalone cash flow statement for the financial year ended on March 31, 2025, 2024, and 2023 and the summary
statement of significant accounting policies and other explanatory information (collectively referred to as the
“restated standalone financial information” or “Restated standalone financial Statements”) annexed to this
report and initiated by us for identification purposes. These Restated standalone financial Statements have been
prepared by the management of the Company and approved by the board of directors at their meeting in
connection with the proposed Initial Public Offering on SME Platform (“IPO” or “SME IPO”) of BSE Limited
(“BSE”) of the company.
2. These restated summary statements have been prepared in accordance with the requirements of:
(i) Section 26 of Part – I of Chapter III of Companies Act, 2013 (the “Act”) read with Companies (Prospectus
and Allotment of Securities) Rules 2014;
(ii) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations
2018 (“ICDR Regulations”) and related amendments / clarifications from time to time issued by the
Securities and Exchange Board of India (“SEBI”);
(iii) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“Guidance Note”)
3. The Company’s Board of Directors is responsible for the preparation of the Restated financial Statements for
inclusion in the Red-Herring Prospectus/ Prospectus (“Offer Document”) to be filed with Securities and
Exchange Board of India (“SEBI”), BSE and Registrar of Companies (Chennai) in connection with the proposed
IPO. The Restated standalone financial Statements have been prepared by the management of the Company on
the basis of preparation stated in Annexure IV to the Restated standalone financial Statements. The responsibility
of the board of directors of the Company includes designing, implementing and maintaining adequate internal
control relevant to the preparation and presentation of the Restated standalone financial Statements. The board
of directors are also responsible for identifying and ensuring that the Company complies with the Act, ICDR
Regulations and the Guidance Note.
4. We have examined such Restated standalone financial Statements taking into consideration:
(i) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in
connection with the proposed SME IPO;
(ii) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
SFS 1(iii) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated standalone financial Statements;
(iv) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to
assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR
Regulations and the Guidance Note in connection with the IPO.
5. The Restated standalone financial Statements of the Company have been compiled by the management from
audited financial statements for the year ended on March 31, 2025, 2024 and 2023.
6. Audit for the financial year ended year ended March 31, 2025 was audited by us vide our report dt. August 21,
2025. Audit for the financial year ended year ended March 31, 2024, & 2023 was audited by G. Sekar Associates
vide our report dt. September 21, 2024, and November 15, 2023. respectively. There are no audit qualifications
in the audit reports issued by previous auditors and which would require adjustments in the Restated standalone
financial Statements of the Company. The financial report included for these years is based solely on the report
submitted by him.
7. Based on our examination and according to information and explanations given to us, we are of the opinion that
the Restated standalone financial Statements:
a) Have been prepared after incorporating adjustments for the changes in accounting policies, material errors
and regrouping/ reclassifications retrospectively in the financial year ended March 31, 2025, 2024 and 2023.
b) do not require any adjustment for modification as there is no modification in the underlying audit reports;
c) Have no extra-ordinary items that need to be disclosed separately in the accounts and requiring adjustments.
d) Have been prepared in accordance with the Act, ICDR Regulations and Guidance Note.
8. In accordance with the requirements of the Act including the rules made there under, ICDR Regulations,
Guidance Note and engagement letter, we report that:
(i) The “restated standalone statement of asset and liabilities” of the Company as at March 31, 2025, 2024
and 2023 examined by us, as set out in Annexure I to this report read with significant accounting policies
in Annexure IV has been arrived at after making such adjustments and regroupings to the audited financial
statements of the Company, as in our opinion were appropriate and more fully described in notes to the
restated summary statements to this report.
(ii) The “restated standalone statement of profit and loss” of the Company for the financial year ended as
at March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure II to this report read with
significant accounting policies in Annexure IV has been arrived at after making such adjustments and
regroupings to the audited financial statements of the Company, as in our opinion were appropriate and
more fully described in notes to the restated summary statements to this report.
(iii) The “restated standalone statement of cash flows” of the Company for the financial year ended as at,
March 31, 2025, 2024 and 2023 examined by us, as set out in Annexure III to this report read with
significant accounting policies in Annexure IV has been arrived at after making such adjustments and
regroupings to the audited financial statements of the Company, as in our opinion were appropriate and
more fully described in notes to restated summary statements to this report.
SFS 2(iv) The Company has violated provisions of Section 185 in the financial years ended March 31, 2024 and
March 31, 2023 as the company has given loans to related parties which has been repaid till date and
hence, such non-compliance does not exist as on August 21, 2025.
9. We have also examined the following other financial information relating to the Company prepared by the
management and as approved by the board of directors of the Company and annexed to this report relating to the
Company for the financial year/period ended March 31, 2025, 2024 and 2023 proposed to be included in the
Offer Document.
Annexure to Restated standalone financial Statements of the Company: -
I. Summary statement of standalone assets and liabilities, as restated as appearing in ANNEXURE I;
II. Summary statement of standalone profit and loss, as restated as appearing in ANNEXURE II;
III. Summary statement of standalone cash flows as restated as appearing in ANNEXURE III;
IV. Corporate Information, Significant accounting policies as restated and Notes to reconciliation of
restated standalone profits and net worth as appearing in ANNEXURE IV;
V. Details of share capital as restated as appearing in ANNEXURE V to this report;
VI. Details of reserves and surplus as restated as appearing in ANNEXURE VI to this report;
VII. Details of long-term borrowings as restated as appearing in ANNEXURE VII to this report;
VIII. Details of deferred tax liabilities & Asset (net) as appearing in ANNEXURE VIII to this report;
IX. Details of long-term provisions as appearing in ANNEXURE IX to this report;
X. Details of short-term borrowings as restated as appearing in ANNEXURE X to this report;
XI. Details of trade payables as restated as appearing in ANNEXURE XI to this report;
XII. Details of other current liabilities as restated as appearing in ANNEXURE XII to this report;
XIII. Details of short-term provisions as restated as appearing in ANNEXURE XIII to this report;
XIV. Details of property, plant & equipment and intangible assets as appearing in ANNEXURE XIV to this
report;
XV. Details of non-current investment as restated as appearing in ANNEXURE XIV to this report
XVI. Details of long-term loans and advances as restated as appearing in ANNEXURE XVI to this report;
XVII. Details of other non-current investment as restated as appearing in ANNEXURE XVII to this report;
XVIII. Details of inventories as restated as appearing in ANNEXURE XVIII to this report;
XIX. Details of trade receivables as restated as appearing in ANNEXURE XIX to this report;
XX. Details of cash and bank balances as restated as appearing in ANNEXURE XX to this report;
XXI. Details of short-term loans and advances as restated as appearing in ANNEXURE XXI to this report;
XXII. Details of revenue from operations as restated as appearing in ANNEXURE XXII to this report;
XXIII. Details of other income as restated as appearing in ANNEXURE XXIII to this report;
XXIV. Details of cost of material consumed as restated as appearing in ANNEXURE XXIV to this report;
XXV. Details of direct expenses as restated as appearing in ANNEXURE XXV to this report;
XXVI. Details of Changes in Inventories of Work- In- Progress & Finished Goods as restated as appearing in
ANNEXURE XXVI to this report;
XXVII. Details of employee benefit expense as restated as appearing in ANNEXURE XXVII to this report
XXVIII. Details of finance cost as restated as appearing in ANNEXURE XXVIII to this report;
XXIX. Details of depreciation and amortization expense as restated as appearing in ANNEXURE XXIX to this
report;
XXX. Details of other expenses as restated as appearing in ANNEXURE XXX to this report;
XXXI. Details of other income as restated as appearing in ANNEXURE XXXI to this report;
XXXII. Details of terms of borrowings as restated as appearing in ANNEXURE XXXII to this report;
XXXIII. Ageing of trade payables as restated as appearing in ANNEXURE XXXIII to this report;
XXXIV. Ageing of trade receivables as restated as appearing in ANNEXURE XXXIV Ito this report;
XXXV. Details of related party transactions as restated as appearing in ANNEXURE XXXV to this report;
XXXVI. Details of disclosure under AS-15 as restated as appearing in ANNEXURE XXXVI to this report;
XXXVII. Summary of accounting ratios as restated as appearing in ANNEXURE XXXVII to this report;
SFS 3XXXVIII. Statement of tax shelters as restated as appearing in ANNEXURE XXXVIII to this report;
XXXIX. Details of contingent liabilities & commitment as restated as appearing in ANNEXURE XXXIX to this
report;
XL. Details of restated value of restated value of imports calculated on C.I.F. basis by the company during
the financial year as appearing in ANNEXURE XL to this report;
XLI. Details of value (including incidental expenses) of imported and indigenous raw materials consumed as
appearing in ANNEXURE XLI to this report.
XLII. Details of expenditure in foreign currency during the financial year as restated as appearing in
ANNEXURE XLII to this report;
XLIII. Details of earnings in foreign exchange as restated as appearing in ANNEXURE XLIII to this report;
XLIV. Details of dues of small enterprises and micro enterprises as restated as restated as appearing in
ANNEXURE XLIV to this report;
XLV. Additional Regulatory Information as per Para Y of Schedule III to Companies Act, 2013 as restated as
appearing in ANNEXURE XLV to this report;
XLVI. Details of Corporate social responsibility as restated as appearing in ANNEXURE XLVI to this report;
XLVII. Capitalisation Statement as at March 31, 2025 as restated as appearing in ANNEXURE XLVII to this
report;
10. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by any other firm of Chartered Accountants nor should this report be construed as a new opinion on any
of the financial statements referred to therein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. Our report is intended solely for use of the board of directors for inclusion in the offer document to be filed with
SEBI, BSE and Registrar of Companies (Chennai) in connection with the proposed SME IPO. Our report should
not be used, referred to or distributed for any other purpose except with our prior consent in writing. Accordingly,
we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom
this report is shown or into whose hands it may come without our prior consent in writing.
For M/S. Varadarajan & Co
Chartered Accountants
FRN - 004515S
Sd/-
V. Sadagopan
Partner
Mem No- 022618
UDIN - 25022618BMIPZI7755
Place: Chennai
Date: 21-08-2025
SFS 4Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE ASSETS AND LIABILITIES AS RESTATED ANNEXURE - I
(₹ In Lakhs)
As at As at As at
Annexure
Sr. No. Particulars March 31, March 31, March 31,
No.
2025 2024 2023
EQUITY AND LIABILITIES
1) Shareholders Funds
a. Share Capital V 1,746.30 499.50 499.50
b. Reserves & Surplus VI 9,097.51 5,098.55 3,675.27
2) Non - Current Liabilities
a. Long-term Borrowings VII 119.92 3.69 22.56
b. Deferred Tax Liabilities (net) VIII 0.72 0.79 19.92
c. Long-term Provisions IX 65.40 81.52 67.59
3) Current Liabilities
a. Short Term Borrowings X 5,877.79 6,376.55 5,999.26
b. Trade Payables XI
- Payable to Micro and Small Enterprises 35.07 35.07 35.07
- Payable to other than Micro and Small Enterprises 6,357.63 5,942.10 5,172.37
c. Other Current liabilities XII 970.77 1,354.78 727.78
d. Short Term Provisions XIII 1,304.66 806.88 169.77
T O T A L 25,575.77 20,199.43 16,389.09
ASSETS
1) Non Current Assets
a. Property, Plant & Equipment and Intangible Assets XIV
- Property, Plant & Equipment 3,675.22 3,363.93 3,566.88
- Intangible Assets 0.86 0.86 0.86
- Capital Work-in-Progress - - -
b. Non-Current Investments XV 0.99 - -
c. Deferred Tax Assets (Net) VIII - - -
d. Long-term Loans & Advances XVI 1 98.35 1 25.81 5 20.00
e. Other Non-current assets XVII 7 29.81 4 98.67 3 26.03
2) Current Assets
a. Inventories XVIII 6,243.89 4,580.29 5,032.39
b. Trade Receivables XIX 12,760.04 10,170.80 4,876.74
c. Cash and Bank Balance XX 391.54 167.28 360.45
d. Short term loan and advances XXI 1,575.07 1,291.79 1,705.74
T O T A L 25,575.77 20,199.43 16,389.09
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
V. Sadagopan Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SFS 5Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE PROFIT AND LOSS AS RESTATED ANNEXURE - II
(₹ In Lakhs)
Sr. Annexure For the year ended For the year ended For the year ended
Particulars
No. No. March 31, 2025 March 31, 2024 March 31, 2023
A INCOME
Revenue from Operations XXII 19,238.70 11,930.36 9,517.39
Other Income XXIII 27.56 356.86 15.51
Total Income (A) 19,266.26 12,287.22 9,532.90
B EXPENDITURE
Cost of Material Consumed XXIV 13,343.47 6,179.87 5,475.45
Direct Expenses XXV 1,172.67 930.45 1,655.81
Changes In Inventories Of Work- In- Progress & Finished
XXVI (2,048.25) 288.14 (881.60)
Goods
Employee benefits expense XXVII 1,252.18 996.13 1,240.90
Finance costs XXVIII 1,107.03 1,184.85 1,121.61
Depreciation and amortization expense XXIX 2 53.27 2 92.84 3 13.43
Other expenses XXX 688.21 354.93 372.81
Total Expenses (B) 1 5,768.58 1 0,227.21 9 ,298.41
C Profit before tax 3,497.68 2,060.01 234.49
D Tax Expense:
(i) Current tax XXXVIII 941.95 655.85 131.18
(ii) Deferred tax expenses/(credit) VIII (0.07) (19.12) (46.05)
Total Expenses (D) 941.88 636.73 85.13
E Profit for the year (C-D) 2,555.80 1,423.28 149.36
F Earnings per share (Face value of ₹ 10/- each): XXXVII
i. Basic 15.64 9.50 1.00
ii. Diluted 15.64 9.50 1.00
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
V. Sadagopan Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SFS 6Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF STANDALONE CASH FLOW AS RESTATED ANNEXURE -III
(₹ In Lakhs)
For the year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Cash Flow From Operating Activities:
Net Profit before tax as per Profit And Loss A/c 3,497.68 2,060.01 234.49
Adjustments for:
Interest Cost 990.93 1,145.79 1,013.22
Gratuity Provision / (Reversal) 6.92 31.47 ( 1.06)
Interest Income ( 12.59) ( 14.22) ( 13.96)
Unrealised Realised Forex Exchange Gain/(Loss) 3.73 - 0.09
Sundry balance written off 15.32 1.81 1.50
Sundry Creditors Written Back - ( 313.14) -
Profit on sale of Asset ( 8.74) - -
Depreciation and Amortisation Expense 253.27 292.84 313.43
Operating Profit Before Working Capital Changes 4,746.52 3,204.56 1,547.71
Adjusted for (Increase)/Decrease in operating assets
Inventories ( 1,663.60) 452.10 ( 985.85)
Trade Receivables ( 2,604.56) ( 5,294.07) 1,538.41
Loans and Advances ( 283.28) 412.14 ( 668.21)
Other Non Current Assets ( 231.14) ( 172.64) 2.14
Other Current Assets (Including Other Bank balances) ( 13.94) 109.74 43.59
Adjusted for Increase/(Decrease) in operating liabilities:
Trade Payables 411.80 1,082.87 ( 367.30)
Other Current Liabilities & Provisions ( 337.88) 587.90 ( 33.82)
Cash Generated From Operations Before Extra-Ordinary Items 23.92 382.60 1,076.67
Net Income Tax (paid)/ refunded ( 467.21) ( 36.28) ( 68.75)
Net Cash Flow from/(used in) Operating Activities: (A) ( 443.29) 346.32 1,007.92
Purchase of property, plant & equipment and intangible assets ( 567.32) ( 89.89) ( 205.63)
Sale of property, plant & equipment 11.50
Capital advances ( 72.54) 394.19 450.00
Interest Income Received 12.59 14.22 13.96
Investment in Subsidiary company ( 0.99) - -
Net Cash Flow from/(used in) Investing Activities: (B) ( 616.76) 318.52 258.33
Cash Flow from Financing Activities:
Proceeds from Long term Borrowings 144.59 8.86 34.19
Repayment of Long term Borrowings ( 22.88) ( 92.49) ( 229.85)
Proceeds from Short term Borrowings 6 54.00 4 94.12 98.58
Repayment of Short term Borrowings (1,158.23) ( 52.07) (966.08)
Fresh shares issued during the year 2,689.96 - -
Interest Cost ( 1,037.06) ( 1,106.69) ( 1,000.86)
Net Cash Flow from/(used in) Financing Activities (C) 1,270.38 ( 748.27) ( 2,064.02)
Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) 210.32 ( 83.43) ( 797.77)
Cash & Cash Equivalents As At Beginning of the Year 23.81 107.24 905.01
Cash & Cash Equivalents As At End of the Year 234.13 23.81 107.24
See accompanying annexures forming part of the restated financial statements (Refer Annexure No. IV to XLVII)
Component of cash and cash equivalent consist of :
Cash-in-Hand 0.54 0.97 3.44
Bank Balance 233.59 22.84 103.80
Total 234.13 23.81 107.24
Note: The Cash Flow Statements has been prepared under Indirect Method as set out in Accounting Standard 3, 'Cash Flow Statements' notified under section 133 of the Companies Act, 2013.
For M/S. Varadarajan & Co For and on behalf of the Board of Directors of
Chartered Accountants Airfloa Rail Technology Limited
FRN - 004515S
sd/- sd/- sd/-
Dakshinamoorthy Dakshinamoorthy
V. Sadagopan Venkatesan Manikandan
Partner (Managing Director) (Managing Director)
Mem No- 022618 DIN - 00232210 DIN - 00232275
UDIN - 25022618BMIPZI7755
Place : Chennai
Date : 21-08-2025 sd/- sd/-
Papa Sanjeevi
Thygarajan Sivakumar
Karunakaran
(CFO) (Company Secretary)
Place : Chennai
Date : 21-08-2025
SFS 7Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
1. CORPORATE INFORMATION
Airfloa Rail Technology Limited is a company Incorporated on December 14, 1998 as “Air flow Equipments (India) Private Limited".
The corporate identification number of the company is U30204TN1998PLC041571
The company changed its name from "Air flow Equipments (India) Private Limited" to "Airfloa Rail Technology Private Limited " on August 27,
2024 and has been converted from Private limited company to Public limited company on November 15, 2024.
The company is engaged in the business of manufacturing, processing, assembling, developing, designing with all type of railway rolling stocks,
passenger rail coaches and their discrete components, Rail wagons and their discrete components, locomotives and their discrete components.
2. SIGNIFICANT ACCOUNTING POLICIES
2 .01 BASIS OF ACCOUNTING AND PREPARATION OF STANDALONE RESTATED FINANCIAL STATEMENTS
TherestatedsummarystatementofstandaloneassetsandliabilitiesoftheCompanyasatMarch31,2025,March31,2024,andMarch31,2023
andtherelatedrestatedsummarystatementofstandaloneprofitsandlossandcashflowsfortheyearendedMarch31,2025,March31,2024,
and March 31, 2023 (herein collectively referred to as (“Restated Summary Statements”) have been compiled by the management from the
standaloneauditedFinancialStatementsoftheCompanyfortheyearendedonMarch31,2025,March31,2024,andMarch31,2023approved
by the Board of Directors of the Company. Restated Summary Statements have been prepared to comply in all material respects with the
provisionsofPartIofChapterIIIoftheCompaniesAct,2013(the“Act”)readwithCompanies(ProspectusandAllotmentofSecurities)Rules,
2014,SecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosureRequirements)Regulations,2018(“ICDRRegulations”)issued
bySEBIandGuidancenoteonReportsinCompaniesProspectuses(Revised2019)(“GuidanceNote”).RestatedSummaryStatementshavebeen
preparedspecificallyforinclusionintheofferdocument tobefiledbytheCompanywiththeBSEin connection with itsproposed SMEIPO.
The Company’s management has recast the Financial Statements in the form required by Schedule III of the Companies Act, 2013 for the
purpose of restated Summary Statements.
ThefinancialstatementsoftheCompanyhavebeenpreparedinaccordancewiththeGenerallyAcceptedAccountingPrinciplesinIndia(Indian
GAAP) to complywith theAccountingStandards specified under Section 133 of theCompanies Act, 2013 and the relevant provisions ofthe
Companies Act, 2013 ("the 2013 Act"), as applicable. The financial statements have been prepared on accrual basis under the historical cost
convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous
year.
Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted accounting principles in
India.
Allassetsandliabilitieshavebeenclassifiedascurrentornon-currentaspertheCompany’snormaloperatingcycleandothercriteriasetoutin
ScheduleIIItotheCompaniesAct,2013.Basedonthenatureofproductsandthetimebetweentheacquisitionofassetsforprocessingandtheir
realization in cash and cash equivalents, the Companyhas determined its operatingcycle as twelve months for thepurpose ofcurrent – non-
current classification of assets and liabilities.
2 .02 USE OF ESTIMATES
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and assumptions
considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the
year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results
could differ due to these estimates and the differences between the actual results and theestimates arerecognised in the periodsin which the
results are known / materialise.
SFS 8Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .03 CURRENT & NON-CURRENT CLASSIFICATION
All assets and liabilities are classified into current and non-current.
Assets:
An asset is classified as current when it satisfies any of the following criteria:
a) It is expected to be realised in, or is intended for sale or consumption in, the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is expected to be realised within 12 months after the reporting date; or
d)Itiscashorcashequivalentunlessitisrestrictedfrombeingexchangedorusedtosettlealiabilityforatleast12monthsafterthereporting
date
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.
Liabilities:
A liability is classified as current when it satisfies any of the following criteria:
a) It is expected to be settled in the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is due to be settled within 12 months after the reporting date; or
d) The Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.
Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-current.
2 .04 OPERATING CYCLE
All assets and liabilities have been classified as current or non-current as per the Company's normal operating cycle and other criteria set out
abovewhichareinaccordancewiththe ScheduleIIItotheAct.Basedonthenatureofservicesandthetimebetweentheacquisitionofassets
forprovidingofservicesandtheirrealisationincashandcashequivalents,theCompanyhasascertaineditsoperatingcycleas12monthsforthe
purpose of current & non-current classification of assets and liabilities.
2 .05 PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
(i) Property, Plant & Equipment
AllProperty,Plant&Equipmentarerecordedatcostincludingtaxes,duties,freightandotherincidentalexpensesincurredinrelation totheir
acquisition and bringing the asset to its intended use.
(ii) Intangible Assets
Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any.
SFS 9Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .06 DEPRECIATION / AMORTISATION
DepreciationontangibleassetsiscalculatedonaWritten-Downvaluemethodusingtheratesarrivedatbasedontheusefullivesestimatedby
the management, or those prescribed under the Schedule II to the Companies Act, 2013.
Intangible assets are amortized on straight line method basis over 5 years in pursuance of provisions of AS-26.
2 .07 INVENTORIES
Inventories comprises of Raw Material, Work-in-Progress and Finished goods.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-out principle.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated
costs necessary to make the sale.
2 .08 IMPAIRMENT OF ASSETS
Anassetistreatedasimpairedwhenthecarryingcostofassetexceedsitsrecoverablevalue.Recoverableamountisthehigherofanasset'snet
sellingpriceanditsvalueinuse.Valueinuseisthepresentvalueofestimatedfuturecashflowsexpectedtoarisefromthecontinuinguseofthe
asset and from its disposal at the end of its useful life. Net selling price is the amount obtainable from sale of the asset in an arm's length
transactionbetweenknowledgeable,willingparties,lessthecostsofdisposal.AnimpairmentlossischargedtotheStatementofProfitandLoss
intheyearinwhichanassetisidentifiedasimpaired.Theimpairmentlossrecognisedinprioraccountingperiodsisreversediftherehasbeena
change in the estimate of the recoverable value.
2 .09 INVESTMENTS:
Non-current investments are carried at cost less any other-than-temporary diminution in value, determined on the specific identification basis.
Profit or loss on sale of investments is determined as the difference between the sale price and carrying value of investment, determined
individually for each investment. Cost of investments sold is arrived using average method.
2 .10 FOREIGN CURRENCY TRANSLATIONS
Incomeandexpenseinforeigncurrenciesareconvertedatexchangeratesprevailingonthedateofthetransaction.Anyincomeorexpenseon
accountofexchangedifferenceeitheronsettlementorontranslationatthebalancesheetdateisrecognizedinProfit&LossAccountintheyear
in which it arises.
2 .11 BORROWING COSTS
Borrowingcoststhat areattributable to theacquisition or construction ofqualifyingassetsarecapitalised as part of thecost ofsuch assets. A
qualifyingassetisonethatnecessarilytakessubstantialperiodoftimetogetreadyforintendeduse.Allotherborrowingcostsarerecognisedin
Statement of Profit and Loss in the period in which they are incurred.
2 .12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
Provisioninvolvingsubstantialdegreeofestimation inmeasurement isrecognized whenthereisapresentobligation asaresultofpastevents
anditisprobablethattherewillbeanoutflowofresources.Contingentliabilitiesarenotrecognizedbutaredisclosedinthenotes.Contingent
assets are neither recognized nor disclosed in the financial statements.
SFS 10Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .13 REVENUE RECOGNITION
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably
measured. Sales are recognized on transfer of significant risk and ownership which generally coincide with the despatch of the goods.
2 .14 OTHER INCOME
Interest Income on fixed deposit is recognized on time proportion basis. Other Income is accounted for when right to receive such income is
established.
2 .15 TAXES ON INCOME
IncometaxesareaccountedforinaccordancewithAccountingStandard(AS-22)–“Accountingfortaxesonincome”,notifiedunderCompanies
(Accounting Standard) Rules, 2021. Income tax comprises of both current and deferred tax.
CurrenttaxismeasuredonthebasisofestimatedtaxableincomeandtaxcreditscomputedinaccordancewiththeprovisionsoftheIncomeTax
Act, 1961.
Thetaxeffect ofthetiming differences that result between taxableincome and accounting incomeand arecapable ofreversal in one or more
subsequentperiodsarerecordedasadeferredtaxassetordeferredtaxliability.Theyaremeasuredusingsubstantiallyenactedtaxratesandtax
regulations as of the Balance Sheet date.
Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are recognized, only if
there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on account of other timing differences are
recognized only to the extent there is a reasonable certainty of its realization.
2 .16 CASH AND BANK BALANCES
Cash and cash equivalents comprises Cash-in-hand, Current Accounts, Fixed Deposits with banks. Cash equivalents are short-term balances
(withanoriginalmaturityofthreemonthsorlessfromthedateofacquisition),highlyliquidinvestmentsthatarereadilyconvertibleintoknown
amounts of cash and which are subject to insignificant risk of changes in value. Other Bank Balances are short-term balance ( with original
maturity is more than three months but less than twelve months).
2 .17 EARNINGS PER SHARE
Basicearningper shareiscomputed bydividingthe profit/ (loss) after tax (includingthe post tax effect of extraordinaryitems, ifany) bythe
weightedaveragenumberofequityshareoutstandingduringtheyear.Dilutedearningpershareiscomputedbydividingtheprofit/(loss)after
tax(includingtheposttaxeffectofextraordinaryitems,ifany)asadjustedfordividend,interestandotherchargestoexpenseorincome(netof
anyattributabletaxes)relatingtothedilutivepotentialequityshares,bytheweightedaveragenumberofequityshareswhichcould havebeen
issued on the conversion of all dilutive potential equity shares.
SFS 11Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET
PROFIT/(LOSS) AND RECONCILIATION OF NETWORTH
2 .18 EMPLOYEE BENEFITS
Defined Contribution Plan:
Contributions payable to the recognised provident fund, which is a defined contribution scheme, are charged to the statement of profit and loss.
Defined Benefit Plan:
TheCompanyhasanobligationtowardsgratuity,adefinedbenefitretirementplancoveringeligibleemployees.Theplanprovidesforlumpsum
payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days
salarypayableforeachcompletedyearofservicewithoutanymonetarylimit.Vestingoccursuponcompletionoffiveyearsofservice.Provision
for gratuity has been made in the books as per actuarial valuation done as at the end of the year.
2 .19 SEGMENT REPORTING
The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment revenue, segment
expenses,segmentassetsandsegmentliabilitieshavebeenidentifiedtosegmentsonthebasisoftheirrelationshiptotheoperatingactivitiesof
thesegment.Inter-segmentrevenueisaccountedonthebasisoftransactionswhichareprimarilydeterminedbasedonmarket/fairvaluefactors.
Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment.
Revenue,expenses,assetsandliabilitieswhichrelatetotheCompanyasawholeandarenotallocabletosegmentsonreasonablebasishavebeen
included under “unallocated revenue / expenses / assets / liabilities”.
SFS 12Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET PROFIT/(LOSS)
AND RECONCILIATION OF NETWORTH
3. NOTES ON RECONCILIATION OF STANDALONE RESTATED PROFITS
(₹ in Lakhs)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Net Profit/(Loss) after Tax as per Audited Profit & Loss Account 2 ,578.25 1 ,351.15 4 5.80
Adjustments for:
Gratuity expense - ( 6.99) 1.07
Interest expense reversal - - 225.68
Prior period items ( 1.53) 71.59 -
Interest on late payment of statutory dues - ( 10.01) ( 3.61)
Interest on MSME dues - ( 10.71) ( 8.78)
Provision for CSR Expenses - - ( 19.64)
Interest income on fixed deposit - ( 20.65) -
Asset balance written off - ( 1.81) ( 1.50)
Income tax expense ( 5.90) ( 31.95) ( 62.43)
Deferred tax expense ( 15.02) 82.66 ( 27.23)
Net Profit/ (Loss) After Tax as Restated 2,555.80 1,423.28 149.36
0 .00 -
Explanatory notes to the above restatements to profits made in the audited Financial Statements of the Company for the respective years:
a. Gratuity Expense : The Company has not recognised the gratuity provision in previous years which has now been restated.
b. Reversal of interest expenses : The Company has wrongly recognised the interest on borrowings in previous years which has now been restated in the
statement of profit and loss.
c. Prior Period items : The Company has booked prior period expenses/ Income the effect of the same has now been restated in the respective years.
d. Interest expense over MSME Dues: The Company has not recognised the MSME Interest liability as per section 16 of MSME Act, 2006. Hence such
interest expense has been now restated in respective year / periods.
e. Interest on late payment of statutory dues: The Company has not recognised the liability for interest on TDS in previous years which has now been
restated.
f. CSR provision for expenses : During the Previous financial years, the Company inadvertently missed booking the required Corporate Social
Responsibility (CSR) expenditure. The same has been recognised and booked as expenditure during respective period / years.
g. Interest on fixed deposit : The Company has not recognised the income earned / accrued over fixed deposit with banks , hence such income has now
been restated.
h. Asset balance written off : Asset debit balance which were no recoverable were been written off.
i. Income Tax Expense: The Company has inappropriately calculated income tax liability which has now been restated for restatement adjustment as
above and provided for using tax rates related to the respective financial year as per Statement of tax shelters.
j. Deferred Tax: The Company has incorrectly calculated deferred tax over temporary differences, hence such impact which has now been restated.
SFS 13Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
ANNEXURE IV: CORPORATE INFORMATION, SIGNIFICANT ACCOUNTING POLICIES, RECONCILIATION OF NET PROFIT/(LOSS)
AND RECONCILIATION OF NETWORTH
4. NOTES ON RECONCILIATION OF STANDALONE RESTATED NET-WORTH
(₹ in Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Networth as audited (a) 10,875.35 5 ,607.14 4 ,255.99
Adjustments for:
Opening Balance of Adjustments (9.09) (81.22) -
Gratuity Expense - - (150.71)
CSR expenditure - - (109.97)
Asset balances written off - - (48.90)
Interest income on Fixed deposit - - 2 0.65
Liabilities written back - - 0 .60
Reversal of interest expense - - 1 1.07
Interest on late payment of statutory dues - - (26.97)
Interest on MSME dues - - (6.29)
Rates & Taxes - - 5 7.80
Income tax expense - - (25.28)
Deferred Tax - - 9 3.22
Change in Profit/(Loss) (22.45) 7 2.13 1 03.56
Closing Balance of Adjustments (b) (31.54) (9.09) (81.22)
Networth as restated (a +b) 10,843.81 5 ,598.05 4 ,174.77
-0.00 -
Explanatory notes to the above restatements to Networth made in the audited Financial Statements
oaf. Gthrea Ctuoimtyp Eanxyp efonrs et hree croegspneiscetidv:e Gyeraatrusi:ty Expense which was not recognised for earlier years is now recognised and restated.
b. Opening CSR expenses : CSR Expenditure in relation to year prior to Financial year 2022-23 recorded as liability.
c. Asset balance written off & Liabilities written back : Asset and liabilities balances outstanding for prior years which were no longer recoverable /
payable has been written off.
d. Interest on fixed deposit income: The Company has not recognised the income earned / accrued over fixed deposit with banks for years prior to
financial year 2022-23 , hence such income has now been restated.
e. Reversal of interest expenses : The Company has wrongly recognised the interest on borrowings in previous years prior to financial year 2022-23
which has now been restated.
f. Interest on late payment of statutory dues: The Company has not recognised the liability for interest on TDS and grouped as a expense item in year
prior to financial year 2022-23 which has now been restated.
g. Interest expense over MSME Dues: The Company has not recognised the MSME Interest liability as per section 16 of MSME Act, 2006. Hence such
interest expense has been now restated in respective year / periods.
h. Rates & Taxes: The Company has wrongly grouped TDS liability as a expense item in year prior to financial year 2022-23 which has now been
restated.
i. Income Tax Expense: The Company has inappropriately calculated income tax liability which has now been restated for restatement adjustment as
above and provided for using tax rates related to the respective financial year as per Statement of tax shelters.
j. Deferred Tax: The Opening deferred tax impact prior to financial year 2022-23 is recognised and booked due to gratuity and other temporary items.
g. Change in Profit/(Loss) : Refer Note 3 above.
a. Material Regrouping
Appropriate regroupings have been made in the Restated Summary Statements, wherever required, by a reclassification of the corresponding items of
income, expenses, assets, liabilities and cash flows in order to bring them in line with the groupings as per the audited Financial Statements of the
Company, prepared in accordance with Schedule III and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure
Requirements) Regulations, 2018 (as amended).
SFS 14Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF SHARE CAPITAL AS RESTATED ANNEXURE - V
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
AUTHORISED:
Equity Shares of ₹ 10 each 2,500.00 500.00 500.00
(As at March 31, 2025 2,50,00,000 shares,
As at March 31, 2024 50,00,000 shares,
As at March 31, 2023 50,00,000 shares) 2,500.00 500.00 500.00
ISSUED, SUBSCRIBED AND PAID UP
Equity Shares of ₹ 10 each fully paid up 1,746.30 499.50 499.50
(As at March 31,2025 1,74,62,954 shares,
As at March 31,2024 49,95,000 shares,
As at March 31, 2023 49,95,000 shares)
TOTAL 1,746.30 499.50 499.50
Reconciliation of number of shares outstanding at the end of the year:
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Equity Shares at the beginning of the year 49,95,000 49,95,000 49,95,000
Add: Shares issued during the year 13,91,318 - -
Add: Bonus Shares issued during the year 1,10,76,636 - -
Equity Shares at the end of the year 1,74,62,954 49,95,000 49,95,000
Aggregated no. of shares issued for consideration other than cash during the last 5 years:
As at
Particulars March 31,
2025
Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment
-
being received in cash.
Aggregate number and class of shares allotted as fully paid up by way of bonus shares 1,10,76,636
Aggregate number and class of shares bought back -
Note:
1) Terms/Rights attached to Equity Shares: The company has only one class of Equity Shares having a par value of ₹ 10/- per share. Each holder of Equity share is entitled to one
vote per share. In the event of liquidation of the Company, the holders of equity share will be entitled to receive remaining Assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity shares held by the Share holders.
2) The equity shares are not repayable except in the case of a buy back, reduction of capital or winding up in terms of the provisions of the Companies Act, 2013.
3) Every member of the company holding equity shares has a right to attend the General Meeting of the Company and has a right to speak and on a show of hands, has one vote if
he is present in person and on a poll shall have the right to vote in proportion to his share of the paid-up capital of the company.
4) Company has issued 4,993,18 fresh equity shares via private placement at Face value of Rs.10 each at premium of Rs. 290 per share on 01st August, 2024.
5) Company has made 44,000 fresh issue of equity shares via private placement at Face value of Rs. 10 each at premium of Rs. 290 per share on 09th August, 2024.
6) Company has made 11,076,636 Bonus issue of shares at the ratio of 2 shares for every 1 share held on 31st August, 2024
7) Company has issued 8,48,000 fresh equity shares via private placement at a Face Value of 10 each at premium of Rs. 115 per share on 4th December, 2024
SFS 15Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
Details of Shareholders holding more than 5% of the aggregate shares of the company:
As at March 31, 2025
Name of Shareholders
No. of Shares Held % of Holding
Equity Share Holders
Dakshinamoorthy Venkatesan 64,95,996 37.20%
Dakshna Moorthy Manikandan 64,95,999 37.20%
Aparna Samir Thakker 19,93,005 11.41%
Details of Shareholders holding more than 5% of the aggregate shares of the company:
As at March 31, 2024
Name of Shareholders
No. of Shares Held % of Holding
Equity Share Holders
Dakshinamoorthy Venkatesan 21,65,332 43.35%
Dakshna Moorthy Manikandan 21,65,333 43.35%
Aparna Samir Thakker 6,64,335 13.30%
Details of Shareholders holding more than 5% of the aggregate shares of the company:
As at March 31, 2023
Name of Shareholders
No. of Shares Held % of Holding
Equity Share Holders
Dakshinamoorthy Venkatesan 24,97,500 50.00%
Dakshinamoorthy Manikandan 24,97,500 50.00%
Details of equity shares held by promoters:
As at March 31, 2025 % Change
Name of Promoter during the
No. of Shares Held % of Holding
period
Dakshinamoorthy Venkatesan 64,95,996 37.20% (6.15%)
Dakshinamoorthy Manikandan 64,95,999 37.20% (6.15%)
Details of equity shares held by promoters:
As at March 31, 2024
% Change
Name of Promoter
No. of Shares Held % of Holding during the year
Dakshinamoorthy Venkatesan 21,65,332 43.35% (6.65%)
Dakshinamoorthy Manikandan 21,65,333 43.35% (6.65%)
Details of equity shares held by promoters:
As at March 31, 2023
% Change
Name of Promoter
No. of Shares Held % of Holding during the year
Dakshinamoorthy Venkatesan 24,97,500 50.00% 0.00%
Dakshinamoorthy Manikandan 24,97,500 50.00% 0.00%
SFS 16Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF RESERVE & SURPLUS AS RESTATED ANNEXURE - VI
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Securities Premium
Opening Balance - - -
Add: Received during the year 2,550.82 - -
Less: Utilized for bonus shares issued during the year (1,107.66) - -
Closing Balance (a) 1,443.16 - -
Balance in profit & Loss A/c
Opening Balance 5,098.55 3,675.27 3,710.70
Add : Net profit / (Loss) after Tax for the year 2,555.80 1,423.28 149.36
Opening Restatement adjustment
Gratuity Expense - - (150.71)
CSR expenditure - - (109.97)
Deferred Tax - - 93.22
Asset balances written off - - (48.90)
Interest income on Fixed deposit - - 20.65
Liabilities written back - - 0.60
Reversal of interest expense - - 11.07
Interest on late payment of statutory dues - - (26.97)
Interest on MSME dues - - (6.29)
Rates & Taxes - - 57.80
Income tax expense - - (25.29)
Closing Balance (b) 7,654.35 5,098.55 3,675.27
TOTAL (a + b) 9,097.51 5,098.55 3,675.27
DETAILS OF LONG TERM BORROWINGS AS RESTATED ANNEXURE - VII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Secured
Term Loan
- Banks - - 12.01
Vehicle Loan
- Banks - 3.69 9.60
- Others 119.92 - -
Unsecured
Term Loan
- Others - - 0.95
TOTAL 119.92 3.69 22.56
(Refer Annexure for terms of security, repayment and other relevant details)
SFS 17Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF DEFERRED TAX LIABILITIES (NET) AS RESTATED ANNEXURE - VIII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Deferred Tax Liabilities arising on account of:
-Difference of WDV as per Companies Act, 2013 and Income Tax Act, 1961 104.27 118.58 123.70
-Expenses disallowed under Income Tax Act, 1961 (103.55) (117.79) (103.78)
TOTAL 0.72 0.79 19.92
DETAILS OF LONG TERM PROVISIONS AS RESTATED ANNEXURE - IX
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Provision for Gratuity 65.40 81.52 67.59
TOTAL 65.40 81.52 67.59
DETAILS OF SHORT TERM BORROWINGS AS RESTATED ANNEXURE - X
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Secured
Working capital loan facility / Cash Credit facility
- Banks 4,994.65 5,430.21 5,593.53
- Others 600.00 600.00 -
Current Maturities of Long Term Debt 24.14 17.72 54.51
Unsecured
Intercorporate Loan 259.00 275.40 272.70
Loan from Related parties* - 52.27 49.60
Current maturities of long-term debt - 0.95 28.92
TOTAL 5,877.79 6,376.55 5,999.26
(Refer Annexure for terms of security, repayment and other relevant details)
*Loan from Directors are interest-free.
DETAILS OF TRADE PAYABLES AS RESTATED ANNEXURE - XI
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Payable to Micro and Small Enterprises 35.07 35.07 35.07
Payable to other than Micro and Small Enterprises 6,357.63 5,942.10 5,172.37
TOTAL 6,392.70 5,977.17 5,207.44
(Refer Annexure - XXXIII for ageing)
SFS 18Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF OTHER CURRENT LIAIBILITES AS RESTATED ANNEXURE - XII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Audit Fees Payable 19.82 83.25 103.77
Wages & Salaries Payable 51.77 119.88 286.51
Rent & other expense payable 40.50 50.93 11.54
Customer Advances 301.01 62.97 50.51
CSR expense payable - 90.04 90.04
Interest Payable - 7.33 -
Interest payable on MSME Creditors 38.59 25.76 15.06
Interest payable on Statutory dues - 51.63 30.56
Statutory Dues Payable (EPF, ESIC, TDS, Custom duty and GST) 519.08 862.99 139.79
TOTAL 970.77 1,354.78 727.78
DETAILS OF SHORT TERM PROVISIONS AS RESTATED ANNEXURE - XIII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Provision for Taxation (Net of Advance Tax, TDS and TCS) 1,182.03 707.29 87.72
Provision for Gratuity 122.63 99.59 82.05
1,304.66 806.88 169.77
DETAILS OF NON - CURRENT INVESTMENTS AS RESTATED ANNEXURE - XV
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Unquoted, Non-Trade (At Cost)
A. Investment in Equity Instruments of Subsidiaries 0.99 - -
Investment in Sree Dakssnaa Aerospace and Defence India Private Limited
March 31, 2025 - 9999 Equity Shares of ₹ 10 each (FY 2023-24 - NIL Shares, and FY - 2022-23 -
NIL shares)
TOTAL 0.99 - -
Aggregate value of quoted investments - - -
Aggregate market value of quoted investments - - -
Aggregate carrying value of unquoted investments 0.99 - -
Aggregate provision for diminution in value of investments - - -
SFS 19Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF LONG-TERM LOANS & ADVANCES AS RESTATED ANNEXURE - XVI
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Capital advance against property 198.35 125.81 520.00
TOTAL 198.35 125.81 520.00
DETAILS OF OTHER NON CURRENT ASSETS AS RESTATED ANNEXURE - XVII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Electricity Deposit 7.36 7.35 5.13
Earnest Money Deposit 348.97 269.32 264.43
Security Deposit 351.36 179.72 56.47
Fixed Deposit (having original maturity of more than 3 months and remaining maturity of more than 12
22.12 42.28 -
months)*
TOTAL 729.81 498.67 326.03
*Balance confirmation not available, hence balances verified using Fixed deposit receipts
DETAILS OF INVENTORIES AS RESTATED ANNEXURE - XVIII
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Raw Material 735.39 1,120.04 1,284.00
Work In Progress 3,887.13 2,939.46 2,727.50
Finished goods 1,621.37 520.79 1,020.89
TOTAL 6,243.89 4,580.29 5,032.39
DETAILS OF TRADE RECEIVABLES AS RESTATED ANNEXURE - XIX
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Unsecured, Considered Good
Trade Receivable More than Six Months 2,983.05 1,815.03 777.74
Trade Receivable Less than Six Months 9,776.99 8,355.77 4,099.00
Unsecured, Considered Doubtful
Trade Receivable More than Six Months - - -
Less: Provision for Bad & Doubtful Debts - - -
Trade Receivable Less than Six Months - - -
Less: Provision for Bad & Doubtful Debts - - -
TOTAL 12,760.04 10,170.80 4,876.74
(Refer Annexure - XXXIV for ageing)
SFS 20Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF CASH AND BANK BALANCE AS RESTATED ANNEXURE - XX
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
a. Cash and Cash Equivalents
Cash-in-Hand 0.54 0.97 3.44
Bank Balance 233.59 22.84 103.80
b. Other Bank Balances with Scheduled Bank
Balance with Banks in Fixed Deposits* 157.41 143.47 253.21
(having original maturity of more than 3 months and remaining maturity of less than 12 months
including given as collateral or margin money)
TOTAL 391.54 167.28 360.45
*Balance confirmation not available, hence balances verified using Fixed deposit receipts
DETAILS OF SHORT TERM LOAN AND ADVANCES AS RESTATED ANNEXURE - XXI
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Staff loans & advances 50.96 8.35 34.04
Balance with Government Authorities 34.78 32.02 112.95
Rent Deposit 18.26 32.13 241.44
Prepaid expenses ( Including IPO expense) 45.00 - -
Advances to related parties (Refer Annexure - XLV ) 165.19 496.22 449.85
Vendor advances 1,260.68 723.07 867.46
TDS Reimbursement Receivable 0.20 - -
TOTAL 1,575.07 1,291.79 1,705.74
SFS 21Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS AS RESTATED ANNEXURE- XIV
(₹ In Lakhs)
GROSS BLOCK DEPRECIATION & AMORTIZATION NET BLOCK
Particulars AS AT AS AT UPTO FOR THE UPTO AS AT AS AT
ADDITIONS DEDUCTIONS DEDUCTIONS
01.04.2024 31.03.2025 01.04.2024 YEAR 31.03.2025 31.03.2025 31.03.2024
Property, Plant & Equipment
Air conditioner 2.69 - - 2.69 2.01 0.12 - 2.13 0.56 0.68
Building (Block 1 Unit -5) 1 ,578.03 - - 1 ,578.03 581.65 48.52 - 630.17 947.86 996.38
Buildings 256.17 360.20 - 616.37 131.44 14.76 - 146.20 470.17 124.73
Car 155.51 159.83 55.16 260.18 141.35 6.30 52.40 95.25 164.93 14.16
Computer 102.74 3.16 - 105.90 93.64 4.49 - 98.13 7.77 9.10
Electrical Equipments 51.39 - - 51.39 40.77 2.75 - 43.52 7.87 10.62
Furniture & Fittings 186.15 - - 186.15 78.22 27.94 - 106.16 79.99 107.93
Land 29.85 - - 29.85 - - - - 29.85 29.85
Machinery (Unit-5) 939.69 - - 939.69 751.05 34.15 - 785.20 154.49 188.64
Office Equipments 11.60 - - 11.60 11.08 0.06 - 11.14 0.46 0.52
Plant & Machinery 1 ,312.75 - - 1 ,312.75 729.80 113.46 - 843.26 469.49 582.95
UPS 3.07 - - 3.07 3.07 - - 3.07 - -
Vehicle 55.47 - - 55.47 51.98 0.72 - 52.70 2.77 3.49
Land- Nehru Nagar 872.97 - - 872.97 - - - - 872.97 872.97
Land- Madurai 421.91 44.13 - 466.04 - - - - 466.04 421.91
Intangible asset
Planning Software 10.88 - - 10.88 10.33 - - 10.33 0.55 0.55
CREO Elements 5.15 - - 5.15 4.84 - - 4.84 0.31 0.31
Total 5 ,996.02 5 67.32 5 5.16 6 ,508.18 2 ,631.23 2 53.27 5 2.40 2 ,832.10 3 ,676.08 3 ,364.79
SFS 22Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS AS RESTATED ANNEXURE- XIV
(₹ In Lakhs)
GROSS BLOCK DEPRECIATION & AMORTIZATION NET BLOCK
Particulars AS AT AS AT UPTO FOR THE UPTO AS AT AS AT
ADDITIONS DEDUCTIONS DEDUCTIONS
01.04.2023 31.03.2024 01.04.2023 YEAR 31.03.2024 31.03.2024 31.03.2023
Property, Plant & Equipment
Air conditioner 2.69 - - 2.69 1.86 0.15 - 2.01 0.68 0.83
Building (Block 1 Unit -5) 1 ,560.03 18.00 - 1 ,578.03 531.56 50.09 - 581.65 996.38 1 ,028.47
Buildings 256.17 - - 256.17 118.35 13.09 - 131.44 124.73 137.82
Car 155.51 - - 155.51 134.92 6.43 - 141.35 14.16 20.59
Computer 100.77 1.97 - 102.74 79.40 14.24 - 93.64 9.10 21.37
Electrical Equipments 51.39 - - 51.39 37.06 3.71 - 40.77 10.62 14.33
Furniture & Fittings 185.40 0.75 - 186.15 40.55 37.67 - 78.22 107.93 144.85
Land 29.85 - - 29.85 - - - - 29.85 29.85
Machinery (Unit-5) 939.69 - - 939.69 709.36 41.69 - 751.05 188.64 230.33
Office Equipments 11.60 - - 11.60 10.64 0.44 - 11.08 0.52 0.96
Plant & Machinery 1 ,243.58 69.17 - 1 ,312.75 606.06 123.74 - 729.80 582.95 637.52
UPS 3.07 - - 3.07 3.07 - - 3.07 - -
Vehicle 55.47 - - 55.47 50.39 1.59 - 51.98 3.49 5.08
Land- Nehru Nagar 872.97 - - 872.97 - - - - 872.97 872.97
Land- Madurai 421.91 - - 421.91 - - - - 421.91 421.91
Intangible asset
Planning Software 10.88 - - 10.88 10.33 - - 10.33 0.55 0.55
CREO Elements 5.15 - - 5.15 4.84 - - 4.84 0.31 0.31
Total 5 ,906.13 8 9.89 - 5 ,996.02 2 ,338.39 2 92.84 - 2 ,631.23 3 ,364.79 3 ,567.74
SFS 23Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS AS RESTATED ANNEXURE- XIV
(₹ In Lakhs)
GROSS BLOCK DEPRECIATION & AMORTIZATION NET BLOCK
Particulars AS AT AS AT UPTO FOR THE UPTO AS AT AS AT
ADDITIONS DEDUCTIONS DEDUCTIONS
01.04.2022 31.03.2023 01.04.2022 YEAR 31.03.2023 31.03.2023 31.03.2022
Property, Plant & Equipment
Air conditioner 2.69 - - 2.69 1.67 0.19 - 1.86 0.83 1.02
Building (Block 1 Unit -5) 1 ,560.03 - - 1 ,560.03 478.91 52.65 - 531.56 1,028.47 1 ,081.12
Buildings 256.17 - - 256.17 103.88 14.47 - 118.35 137.82 152.29
Car 155.51 - - 155.51 125.57 9.35 - 134.92 20.59 29.94
Computer 80.82 19.95 - 100.77 51.20 28.20 - 79.40 21.37 29.62
Electrical Equipments 51.39 - - 51.39 32.05 5.01 - 37.06 14.33 19.34
Furniture & Fittings 37.47 147.93 - 185.40 28.21 12.34 - 40.55 144.85 9.26
Land 29.85 - - 29.85 - - - - 29.85 29.85
Machinery (Unit-5) 939.69 - - 939.69 658.45 50.91 - 709.36 230.33 281.24
Office Equipments 11.30 0.30 - 11.60 10.02 0.62 - 10.64 0.96 1.28
Plant & Machinery 1 ,206.13 37.45 - 1 ,243.58 468.68 137.38 - 606.06 637.52 737.45
UPS 3.07 - - 3.07 3.07 - - 3.07 - -
Vehicle 55.47 - - 55.47 48.08 2.31 - 50.39 5.08 7.39
Land- Nehru Nagar 872.97 - - 872.97 - - - - 872.97 872.97
Land- Madurai 421.91 - - 421.91 - - - - 421.91 421.91
Intangible asset
Planning Software 10.88 - - 10.88 10.33 - - 10.33 0.55 0.55
CREO Elements 5.15 - - 5.15 4.84 - - 4.84 0.31 0.31
Total 5 ,700.50 2 05.63 - 5 ,906.13 2 ,024.96 3 13.43 - 2 ,338.39 3 ,567.74 3 ,675.54
SFS 24Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow
Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF REVENUE FROM OPERATIONS AS RESTATED ANNEXURE - XXII
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Revenue from Sale of Products 19,238.70 11,930.36 9,517.39
TOTAL 19,238.70 11,930.36 9,517.39
DETAILS OF OTHER INCOME AS RESTATED ANNEXURE - XXIII
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Interest on fixed deposit income 12.59 14.22 13.96
Discount Received 6.23 - 0.40
Exchange Rate Gain - - 0.09
Sale of Scrap - 29.50 -
Reversal of gratuity expense - - 1.06
Sundry Balances Written Back - 313.14 -
Profit on sale of Asset 8.74 - -
TOTAL 27.56 356.86 15.51
DETAILS OF COST OF MATERIAL CONSUMED AS RESTATED ANNEXURE - XXIV
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Opening Stock 1,120.04 1,284.00 1,179.75
Purchases 12,958.82 6,015.91 5,579.70
Less : Closing Stock (735.39) (1,120.04) (1,284.00)
TOTAL 13,343.47 6,179.87 5,475.45
SFS 25Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow
Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF DIRECT EXPENSES AS RESTATED ANNEXURE - XXV
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Freight & Service Charges 753.97 196.90 384.33
Rent, Electricity & Repairs 225.51 341.27 542.59
Testing Charges & Other expenses 30.30 42.05 23.13
Factory Maintenance 13.56 24.56 42.73
Insurance & License 25.92 24.10 27.13
Labour & Service charges 123.41 301.57 635.90
- - -
TOTAL 1,172.67 930.45 1,655.81
DETAILS OF CHANGES IN INVENTORIES OF WORK- IN- PROGRESS & FINISHED GOODS ANNEXURE - XXVI
AS RESTATED (₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Work in Progress
Opening Stock 2,939.46 2,727.50 1,626.87
Less : Closing Stock (3,887.13) (2,939.46) (2,727.50)
Finished goods
Opening Stock 520.79 1,020.89 1,239.92
Less : Closing Stock (1,621.37) (520.79) (1,020.89)
TOTAL (2,048.25) 288.14 (881.60)
DETAILS OF EMPLOYEE BENEFIT EXPENSES AS RESTATED ANNEXURE - XXVII
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Salary & Wages 965.96 658.40 932.51
Staff Welfare Expenses 94.05 172.47 172.40
Director Remuneration 148.60 96.00 96.00
Contribution to Provident Fund 31.61 32.72 32.87
Contribution to Employee State Insurance 5.04 5.07 7.12
Gratuity expense 6.92 31.47 -
TOTAL 1,252.18 996.13 1,240.90
SFS 26Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow
Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF FINANCE COST AS RESTATED ANNEXURE - XXVIII
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Interest on Borrowings 653.07 674.73 377.12
Bank and loan Processing Charges 116.10 39.06 108.39
Bill discounting , Commission , and other LC Expenses - 40.72 92.68
Interest on Supplier Overdue/ Loan from others 149.33 350.61 523.41
Interest on late payment of MSME Dues 12.83 10.70 8.77
Interest on late payment of statutory dues 175.70 69.03 11.24
TOTAL 1,107.03 1,184.85 1,121.61
DETAILS OF DEPRECIATION AND AMORTIZATION EXPENSE AS RESTATED ANNEXURE - XXIX
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Depreciation Expenses 253.27 292.84 313.43
Amortization Expenses - - -
TOTAL 253.27 292.84 313.43
DETAILS OF OTHER EXPENSES AS RESTATED ANNEXURE - XXX
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Administrative Expenses
Audit Fee 24.00 24.00 24.00
Donation Expenses 6.05 7.83 2.20
CSR expenses 17.85 - 19.64
Professional and Consultancy Charges 156.54 54.76 113.37
Sundry balance written off 15.32 1.81 1.50
Vehicle Maintenance 15.89 9.89 15.27
Office expense 24.88 33.09 37.85
Printing, Postage and Stationery 5.45 7.03 10.12
Rates & Taxes 87.34 29.38 19.26
Legal fees 0.79 9.85 0.99
Telephone Charges 6.58 7.68 8.20
Travelling & Conveyance 117.08 62.40 81.55
Advertisement and Business Promotion Expenses 206.71 107.21 38.86
Loss on foreign exchange 3.73 - -
Total 688.21 354.93 372.81
Details of Payment made to Auditors : (₹ In Lakhs)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Audit fees 22.00 22.00 22.00
Tax audit fees 2.00 2.00 2.00
Certificates - - -
Others - - -
SFS 27Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow
Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF OTHER INCOME AS RESTATED ANNEXURE - XXXI
(₹ In Lakhs)
For the year For the year For the year
Particulars ended March ended March ended March Nature
31, 2025 31, 2024 31, 2023
Other Income 27.56 356.86 15.51
Net Profit Before Tax as Restated 3 ,497.68 2 ,060.01 2 34.49
Percentage 0.79% 17.32% 6.61%
Source of Income
Recurring and not related to
Interest Income 12.59 14.22 13.96
Business Activity
Non-Recurring and related to
Discount Received 6.23 - 0.40
Business Activity
Non-Recurring and related to
Exchange Rate Gain - - 0.09
Business Activity
Non-Recurring and related to
Sale of Scrap - 29.50 -
Business Activity
Non-Recurring and not related
Reversal of gratuity expense - - 1.06
to Business Activity
Non-Recurring and not related
Sundry Balances Written Back - 313.14 -
to Business Activity
Non-Recurring and not related
Profit on sale of Asset 8.74 - -
to Business Activity
Total Other income 27.56 356.86 15.51
SFS 28Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE - XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as Outstanding as Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31, on March 31, on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025 2024 2023
(₹ In Lakhs) (₹ In Lakhs) (₹ In lakhs)
1 Aditya Birla Finance Limited Unsecured Business loan iR nse tp aa lmya eb nl te s (i En M36 Is e )q uated monthly 50.00 16.00% p.a. 36 Months - 1 ,75,786 - 0 .95 1 6.57
2 Axis Bank Limited Vehicle Loan iR nse tp aa lmya eb nl te s (i En M60 Is e )q uated monthly 21.85 8.50% p.a. 60 Months 9 44,829 4.18 8 .49 1 3.39
Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future (
excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and
274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar
Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan.
3 Axis Bank Limited 3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village Repayable on Demand 3200 Current / 3 Month MCLR + 2.50% 12 Months NA NA 3 ,197.98 3 ,534.17 3 ,547.72
kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy. 3500
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village,
Sripreumbudur in the name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street,
yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur
taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
Term Loan Facility is secured by :
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future (
excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and
274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar ₹ 14.25 Equal monthly instalment
Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring (Revised ₹3.58 Lakhs) equated monthly
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan. instalment pm besides interest which
₹ 14.25 Lakhs
4 Axis Bank Limited* 3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village needs to be paid on monthly rests 295.00 MCLR+2.25% 20 months / 84 - (Revised ₹ 3.58 - 1 2.01 5 4.97
kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy. (repayment of interest and instalments Months
Lakhs)
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village, to be made through standing instruction
Sripreumbudur in the name of Mr. D Venkatesh. from the operative account maintained
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street, with Axis Bank
yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur
taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
SFS 29Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE - XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as Outstanding as Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31, on March 31, on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025 2024 2023
(₹ In Lakhs) (₹ In Lakhs) (₹ In lakhs)
5 RBL Bank Limited Unsecured Business loan Repaya ib nl se ta i ln m 3 e6 n te sq (Eua Mte Id s) m . onthly 50.00 16.50% p.a 36 Months - 1,77,022 - - 1 3.29
Working capital / Credit facility
1. First & exclusive charge through equitable mortgage over entire land parcel of at No. 46, Kadaneri village,
Peraiyur taluk, Madurai District in Punja Survey 142/1D, 142/1E, 144/1B, 142/2, 142/1A, 144/1C, 144/1A,
142/1B, 142/1C, 143/1, 143/5, 143/6, 143/4C, 144/ 2C, 143/3, 144/2A, 143/4A, 143/4B, 144/2B, 143/2A1,
143/2A3, 143/2A2, 143/2A4, 143/2B, 386/3A, 386/3B, 388/1, 386/2A, 386/2B, 381/2, 381/1B, 387/3,
388/3A2B, 388/ 3A2C, 385/2, 331/6, 385/1A, 388/2, 389/1A, 145/4, measuring 34.94 acres ( Immovable
property)
2. Demand Promissory Note.
The loan shall be
3.Personal Guarantee of Guarantors.
repayable in a bullet
4. Any other security in the form and manner acceptable to the Lender.
repayment at the end
6 Share India Fincap Private Limited 5. Other terms and conditions as provided in the loan documents to be executed in favour of the lender, to the Repayable in Bullet payment 600.00 16.00% p.a. of the tenure, with a NA NA 6 00.00 6 00.00 -
satisfaction of Lender.
term of 12 months
from the date of first
Personal Guarantee: disbursement.
1. Venkatesan D alias Venkatesan Dakshinamoorthy
2. Manikandan Dakshinamoorthy
3. Venkatesan Revathi
4. Nandhini Manikandan
Corporate Guarantee:
1. Air flow Energy Solutions Pvt. Ltd.
2. Air flow Dafeng Rail Equipments Pvt. Ltd.
Collateral:
1. Industrial Property Located at Plot No. 174 owned by Mr. D venkatesan and Mr. D Manikandan.
7 Union Bank of India 2. All that place and parcel of land and building Plot no. 220 owned by Mr. D venkatesan and Mr. D Repayable on Demand 1 ,800.00 EBLR+0.75% 12 Months NA NA 1 ,796.67 1 ,817.81 1 ,795.46
Manikandan.
3. 2. All that place and parcel of land and building Plot no. 221 & 222 owned by Mr. D venkatesan and Mr. D
Manikandan.
Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future (
excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and
274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar
Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan.
8 Axis Bank Limited 3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village Repayable on Demand 297.00 Repo+5.90% 12 Months NA NA - 7 0.88 1 42.40
kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy.
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village,
Sripreumbudur in the name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street,
yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur
taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
SFS 30Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURE - XXXII
ANNEXURE FOR TERMS OF BORROWINGS AS RESTATED:
Outstanding as Outstanding as Outstanding as
Nature of Sanction Tenure No of O/S Instalment on March 31, on March 31, on March 31,
S.No Name of Lender Repayment Terms Rate of Interest
Security (₹ In Lakhs) (Months) Instalments (₹) 2025 2024 2023
(₹ In Lakhs) (₹ In Lakhs) (₹ In lakhs)
Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future (
excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and
274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar
Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan.
9 Axis Bank Limited 3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village Repayable on Demand 333.00 Repo+5.90% 12 Months NA NA - 7 .35 1 07.95
kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy.
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village,
Sripreumbudur in the name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street,
yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur
taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
Repayable in 60 equated monthly
1 0 Yes Bank Limited* Vehicle Loan instalments (EMIs) 22.00 8.60% p.a. 60 Months - 4 5,243 - - 0 .12
1 1 Yes Bank Limited Vehicle Loan iR nse tp aa lmya eb nl te s i (n E 6 M0 I se )q uated monthly 29.30 10.13% p.a. 60 Months - 6 2,269 - 0 .91 7 .65
Inter corporate loan
Such Business loan facility (unsecured ) guaranteed against collateral security of directors and their relatives :
1st Guarantor
a. Land measuring 70 cents in S.No.284/4 (53 cents) & S.No.287/2 (17 cents) at Kalivanthapattu Village,
Chengalpattu Taluk, Kancheepuram District.
b. Bounded by: Survey Nos.287/2, 284/3B, 287/2A & a road in usage.
2nd Guarantor
a. Land measuring 79 cents across multiple survey numbers at Kalivanthapattu Village.
b. Bounded by: Eswari’s land, road in usage, Survey Nos.104/2A & 284/1B.
3rd Guarantor
a. 1 acre of land in S.No.102/2, 287/2, 103, 102/1A & 104/2A at Kalivanthapattu Village.
b.Bounded by: Various private lands, roads & lakeside.
4th Guarantor
1 2 Raahat Financial & Financial Consultancy Services Private Ltd a.25 cents in S.No.102 at Nanmangalam Village. Repayable on Demand 500.00 24.00% p.a 15 months and NA NA 2 59.00 2 75.40 2 72.70
renewal basis
b.1271 sq. ft. plot in S.No.103/3B2, Abinanthan Nagar, approved under PPA No.868/2018.
5th Guarantor
a. 74 cents in S.No.102/1A at Kalivanthapattu Village.
b. Bounded by: Latha’s land, Palani’s land & Survey Nos.102/1B & 102/1A.
6th Guarantor
a. 74 cents in S.No.104/1 at Kalivanthapattu Village.
b. Bounded by: Survey Nos.103, Eswari’s land, 104/2A & 284/1B.
7th Guarantor
a. 74 cents in S.No.102/2 & S.No.102/1A at Kalivanthapattu Village.
b. Bounded by: Survey Nos.326, Jamuna’s land, 104/1B & other survey lands.
8th Guarantor
a. 74 cents in S.Nos.104/2A, 104/3A, 104/4A1-4A3 & 103 at Kalivanthapattu Village.
b. Bounded by: Various survey numbers and private lands.
1 3 BMW India Financial services private limited Vehicle Loan iR nse tp aa lmya eb nl te s i (n E 6 M0 I se )q uated monthly 143.00 10.99% p.a. 48 Months 4 6 2 ,86,203 1 39.88 - -
1 4 V Revathi Unsecured loan Repayable on Demand - NA NA NA NA - 2 8.15 2 8.40
1 5 Manikandan Nanthini Unsecured loan Repayable on Demand - NA NA NA NA - 2 4.12 2 1.20
Aggregate amount of loan guaranteed by directors and others 3 ,797.98 4 ,224.41 3 ,853.04
*Note : Loan details presented are subject to Sanction letter ,repayment schedule and other related documents
SFS 31Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
AGEING OF TRADE PAYABLES AS RESTATED ANNEXURE - XXXIII
(₹ In Lakhs)
I. Ageing of Creditors as at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Not Due Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(a) MSME - - - - - -
(b) Others - 4 ,395.60 7 78.10 3 65.16 8 18.77 6 ,357.63
(c) Disputed Dues - MSME - - - - 3 5.07 3 5.07
(d) Disputed Dues - Others - - - - - -
Total - 4 ,395.60 7 78.10 3 65.16 8 53.84 6 ,392.70
II. Ageing of Creditors as at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Not Due Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(a) MSME - - - - - -
(b) Others - 4 ,049.10 7 16.80 6 30.56 5 45.64 5 ,942.10
(c) Disputed Dues - MSME - - - 2 .65 3 2.42 3 5.07
(d) Disputed Dues - Others - - - - - -
Total - 4 ,049.10 7 16.80 6 33.21 5 78.06 5 ,977.17
III.Ageing of Creditors as at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Not Due Less than 1 More than 3 Total
1-2 years 2-3 years
year years
(a) MSME - - - - - -
(b) Others - 3 ,365.74 6 40.71 8 72.42 2 93.50 5 ,172.37
(c) Disputed Dues - MSME - - 2 .65 3 2.42 - 3 5.07
(d) Disputed Dues - Others - - - - - -
Total - 3 ,365.74 6 43.36 9 04.84 2 93.50 5 ,207.44
SFS 32Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
AGEING OF TRADE RECEIVABLES AS RESTATED ANNEXURE - XXXIV
(₹ In Lakhs)
I. Ageing of Debtors as at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 More than 3 Total
1-2 years 2-3 years
months year years
(a) Undisputed Trade receivables - considered good 9 ,776.99 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
(b) Undisputed Trade Receivables - considered doubtful - - - - - -
(c) Disputed Trade Receivables - considered good - - - - - -
(d) Disputed Trade Receivables - considered doubtful - - - - - -
Total 9 ,776.99 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
Add: Unbilled Revenue - - - - - -
Total 1 9,553.98 1 ,356.95 9 55.64 6 66.45 4 .01 1 2,760.04
II. Ageing of Debtors as at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 More than 3 Total
1-2 years 2-3 years
months year years
(a) Undisputed Trade receivables - considered good 8 ,355.77 4 26.28 1 ,378.94 9 .81 - 1 0,170.80
(b) Undisputed Trade Receivables - considered doubtful - - - - - -
(c) Disputed Trade Receivables - considered good - - - - - -
(d) Disputed Trade Receivables - considered doubtful - - - - - -
Total 8 ,355.77 4 26.28 1 ,378.94 9 .81 - 1 0,170.80
Add: Unbilled Revenue -
Total 1 6,711.54 4 26.28 1 ,378.94 9 .81 - 1 0,170.80
III.Ageing of Debtors as at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Less than 6 6 months - 1 More than 3 Total
1-2 years 2-3 years
months year years
(a) Undisputed Trade receivables - considered good 4 ,099.00 1 19.40 5 31.48 7 4.11 5 2.75 4 ,876.74
(b) Undisputed Trade Receivables - considered doubtful - - - - - -
(c) Disputed Trade Receivables - considered good - - - - - -
(d) Disputed Trade Receivables - considered doubtful - - - - - -
Total 4 ,099.00 1 19.40 5 31.48 7 4.11 5 2.75 4 ,876.74
Add: Unbilled Revenue - - - - - -
Total 4 ,099.00 1 19.40 5 31.48 7 4.11 5 2.75 4 ,876.74
SFS 33Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DETAILS OF RELATED PARTY TRANSACTION AS RESTATED ANNEXURE - XXXV
(₹ In Lakhs)
Amount of Amount outstanding Amount of Amount outstanding
Amount of transaction Amount outstanding as
transaction during as on March 31, 2024 transaction during as on March 31, 2023
Name of Related Party Nature of Relationship Nature of Transaction during the year ended on March 31, 2025
the year ended (Payable)/ the year ended (Payable)/
March 31, 2025 (Payable)/ Receivable
March 31, 2024 Receivable March 31, 2023 Receivable
Rent 11.40 - - - - -
Remuneration 66.30 - 48.00 - 48.00 -
Capital Advance Given - - -
- - 520.00
Dakshinamoorthy Venkatesan Promotor / Managing director Capital Advance Repaid - 520.00 400.00
Advance repaid 456.90 646.96 524.15
Advance given 264.22 - 893.00 205.25 567.85 9.86
Reimbursement of Expenses 12.57 50.65 50.91
Rent 11.40 - - - - -
Remuneration 66.30 - 48.00 - 48.00 -
Capital Advance Given - - -
Dakshinamoorthy Manikandan Promotor / Managing director Capital Advance Repaid - - - - 50.00 -
Advance repaid 664.41 377.80 320.38
Advance given 596.96 - 222.99 74.73 630.47 234.07
Reimbursement of Expenses 7.28 4.53 50.48
Rent 8.40 - - 0.25 7.20 -
V Revathi Relative of director Loan taken - - 7.50
- (28.15) (28.40)
Loan Repaid 28.15 0.25 -
Controlled by Relative of Advance repaid 43.28 - -
Airtrec Equipments - 31.08 20.76
Director Advance given 12.20 10.32 11.15
Relative of director & Whole- Rent - - - - - -
Venkatesan Sathishkumar
time director w.e.f 24/7/2024 Remuneration 16.00 - - - - -
Relative of director & Non Rent 8.40 - - - -
Manikandan Nanthini executive Director w.e.f Loan taken - 15.00 28.92
- (24.12) (21.20)
24/7/2024 Loan repaid 24.12 12.08 7.72
Airflow Energy Solutions Controlled by Director of Advance repaid 20.00 - -
5 .74 2 5.74 2 5.74
Private Limited Company Advance given - - -
Controlled by Relative of Advance repaid 0.02 - 14.56
Apex Material Sciences 1 21.44 1 21.42 1 21.42
Director of Company Advance given - - -
Controlled by Relative of Advance repaid - - -
Nautone Private Limited 3 8.00 3 8.00 3 8.00
Director of Company Advance given - - -
Advance given - - -
- - -
Bharani Engineering Industries Controlled by Relative of Advance Repaid - - -
Private Limited Director of Company Sales of goods - 105.45 52.26
(172.31) (308.47) (401.19)
Purchase of goods - 150.79 368.32
Papa Sanjeevi Karunakaran CFO w.e.f 01/07/2024 Salary expense 7.44 (0.62) - - - -
Sree Dakssnaa Aerospace and Subsidiary company w.e.f Customer Advance Received 182.66 - -
(180.58) - -
Defence India Private Limited 11/06/2024 Customer Advance repaid 2.08 - -
Controlled by Relative of Sales of goods 201.01 22.72 9.99
Raghavendra Industries 746.35 482.79 491.48
Director of Company Purchase of goods 67.73 408.54 313.13
Research and development expense - - -
Sales of goods - - - - 73.56 90.60
Starkeon Engineering Private Controlled by Relative of
Purchase of goods - - 63.08
Limited Director of Company
Capital Advance Given 72.53 125.81 -
198.34 125.81 -
Capital Advance Repaid - - -
SFS 34Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
DISCLOSURE UNDER AS-15 AS RESTATED ANNEXURE - XXXVI
A. DEFINED CONTRIBUTION PLAN
Particulars For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
Employers' Contribution to Provident Fund and ESIC 36.65 37.79 39.99
B. DEFINED BENEFIT OBLIGATION
1) Gratuity
The gratuity benefit payable to the employees of the Company is as per the provisions of the Payment of Gratuity Act, 1972, as amended. Under the gratuity plan, every employee who has completed at least
5 years of service gets gratuity on separation or at the time of superannuation calculated for equivalent to 15 days salary for each completed year of service calculated on last drawn basic salary. The
Company does not have a funded plan for gratuity liability.
I. ASSUMPTIONS: For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
Discount Rate 6.55% 7.15% 7.20%
Salary Escalation 5.00% 5.00% 5.00%
Attrition Rate 54.00% 54.00% 54.00%
Mortality Table Indian Assured Lives Indian Assured Lives Indian Assured Lives
Mortality (2012-14) Ult. Mortality (2012-14) Ult. Mortality (2012-14) Ult.
Retirement Age 60 years 60 years 60 years
II. CHANGE IN THE PRESENT VALUE OF DEFINED BENEFIT OBLIGATION: As at As at As at
March 31, March 31, March 31,
2025 2024 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
Present Value of Benefit Obligation as at the beginning of the year 1 81.11 1 49.64 1 50.70
Current Service Cost 16.18 13.38 11.78
Interest Cost 9.38 7.82 5.66
(Benefit paid) - - -
Actuarial (gains)/losses (18.64) 10.27 (18.50)
Present value of benefit obligation as at the end of the year 188.03 181.11 149.64
III. ACTUARIAL GAINS/LOSSES:
For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
Actuarial (gains)/losses on obligation for the year (18.64) 10.27 (18.50)
Actuarial (gains)/losses on asset for the year - - -
Actuarial (gains)/losses recognized in income & expenses (18.64) 10.27 (18.50)
Statement
IV. EXPENSES RECOGNISED For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
Current service cost 16.18 13.38 11.78
Interest cost 9.38 7.82 5.66
Actuarial (gains)/losses (18.64) 10.27 ( 18.50)
Expense charged to the Statement of Profit and Loss 6.92 31.47 (1.06)
V. BALANCE SHEET RECONCILIATION: As at As at As at
March 31, March 31, March 31,
2025 2024 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
Opening net liability 181.11 149.64 1 50.70
Expense as above 6.92 31.47 ( 1.06)
Net liability/(asset) recognized in the balance sheet 1 88.03 1 81.11 1 49.64
VI. EXPERIENCE ADJUSTMENTS For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
(₹ in Lakhs) (₹ in Lakhs) (₹ in Lakhs)
On Plan Liability (Gains)/Losses (15.57) 10.15 (14.46)
VII. The estimates of rate of salary increase considered in the actuarial valuation takes into account inflation, seniority, promotion and all other relevant factors including supply and demand in the
employment market.
SFS 35Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
DETAILS OF ACCOUNTING RATIOS AS RESTATED ANNEXURE - XXXVII
(₹ In Lakhs, except per share data and ratios)
For the year ended March For the year ended March For the year ended March
Particulars
31, 2025 31, 2024 31, 2023
Restated Profit after Tax as per Profit & Loss Statement (A) 2,555.80 1,423.28 149.36
Tax Expense (B) 941.88 636.73 85.13
Depreciation and amortization expense (C) 253.27 292.84 313.43
Interest Cost (D) 990.93 1,105.07 920.54
Weighted Average Number of Equity Shares at the end of the Year (Pre
1,63,41,402 49,95,000 49,95,000
Bonus) (E-1)
Weighted Average Number of Equity Shares at the end of the Year (Post
1,63,41,402 1,49,85,000 1,49,85,000
Bonus) (E-2)
Number of Equity Shares outstanding at the end of the Year (Pre-Bonus) (F-
1,74,62,954 49,95,000 49,95,000
1)
Number of Equity Shares outstanding at the end of the Year (Post-Bonus) (F-
1,74,62,954 1,49,85,000 1,49,85,000
2)
Nominal Value per Equity share (₹) (G) 10.00 10.00 10.00
Restated Net Worth of Equity Share Holders as per Statement of Assets and
10,843.81 5,598.05 4,174.77
Liabilities (H)
Restated Net-Assets as per Statement of Assets and Liabilities (I) 10,843.81 5,598.05 4,174.77
Current Assets (J) 20,970.54 16,210.16 11,975.32
Current Liabilities (K) 14,545.92 14,515.38 12,104.25
Earnings Per Share - Basic & Diluted1 & 4 (₹) (Pre-Bonus) 15.64 28.49 2.99
Earnings Per Share - Basic & Diluted1 & 4 (₹) (Post-Bonus) 15.64 9.50 1.00
Return on Net Worth1 (%) 23.57% 25.42% 3.58%
Net Asset Value Per Share1 & 4 (₹) (Pre - Bonus) 62.10 112.07 83.58
Net Asset Value Per Share1 & 4 (₹) (Post - Bonus) 62.10 37.36 27.86
Current Ratio1 1.44 1.12 0.99
Earning before Interest, Tax and Depreciation and Amortization1
4,741.88 3,457.92 1,468.46
(EBITDA)
Notes -
1. Ratios have been calculated as below:
A
Earnings Per Share (₹) (EPS) :
E1 OR E2
A
Return on Net Worth (%):
H
I
Net Asset Value per equity share (₹):
F1 OR F2
I
Current Ratio:
J
Earning before Interest, Tax and Depreciation and Amortization (EBITDA): A + (B+C+D)
2. Company has issued 49,93,18 fresh equity shares via private placement at Face value of 10 each at premium of Rs. 290 per share on 1st August, 2024.
3. Company has issued 44,000 fresh equity shares via private placement at Face value of 10 each at premium of Rs. 290 per share on 9th August, 2024.
4. Bonus shares were issued at the rate of 2 shares for every 1 share held on 31st August, 2024
5. Company has issued 8,48,000 fresh equity shares via private placement at a Face Value of 10 each at premium of Rs. 115 per share on 4th December, 2024
6.Net-worth” means 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, as per the audited
balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation (Refer Regulation 2 of Chapter - I of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018)
7.Net-assets value” means the total of all the assets as reduced by total of all the liabilities of the company
SFS 36Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private
Limited")
CIN: U30204TN1998PLC041571
STATEMENT OF TAX SHELTERS ANNEXURE - XXXVIII
(₹ In Lakhs)
For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Profit before tax as per books (A) 3 ,497.68 2 ,060.01 2 34.49
Income Tax Rate* (%) 25.17% 29.12% 27.82%
MAT Rate* (%) 0.00% 17.47% 16.69%
Tax at notional rate on profits 880.30 599.87 65.24
Adjustments :
Permanent Differences(B)
Expenses disallowed under Income Tax Act, 1961
- Donation 6.05 7.83 2.20
- CSR expenditure 17.81 - 19.64
- Interest on Late payment of taxes 175.70 69.03 11.24
- Disallowance under section 36 32.73 35.80 29.62
- Interest on Late payment to MSME Creditors 12.83 10.70 8.77
Total Permanent Differences(B) 245.12 123.36 71.47
Income considered separately (C)
Interest Income ( 12.59) ( 14.22) ( 13.96)
Total Income considered separately (C) ( 12.59) ( 14.22) ( 13.96)
Timing Differences (D)
Depreciation as per Companies Act, 2013 253.27 292.84 313.43
Depreciation as per Income Tax Act, 1961 ( 251.59) ( 255.44) ( 274.18)
Profit on sale of Asset ( 8.74) - -
Gratuity 6.92 31.47 ( 1.06)
Expenditure Disallowed u/s 40(a)(ia) - - 216.18
Expenditure Allowed u/s 40(a)(ia) - - ( 88.81)
Total Timing Differences (D) ( 0.14) 68.87 165.56
Net Adjustments E = (B+C+D) 232.39 178.01 223.07
Tax expense / (saving) thereon 58.49 51.84 62.06
Income from Other Sources (F)
Interest Income 12.59 14.22 13.96
Income from Other Sources (F) 12.59 14.22 13.96
Set-off from Brought Forward Losses (G) - - -
Taxable Income/(Loss) as per Income Tax (H) - (A+E+F+G) 3,742.66 2,252.24 471.52
Set-off from Brought Forward Losses for MAT (I) - - -
Taxable Income/(Loss) as per MAT (A+I) 3,497.68 2,060.01 234.49
Deduction under chapter VI-A (J) - - -
Taxable Income/(Loss) as per Income Tax (H - J) 3,742.66 2,252.24 471.52
Income Tax as returned/computed 941.95 655.85 131.18
Tax paid as per normal or MAT Normal Normal Normal
*The Company has opted for income tax rates specified under section 115BAA of Income Tax Act, 1961 from financial year 2024-25 Onwards.
SFS 37Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
DETAILS OF CONTINGENT LIABILITIES & COMMITMENTS AS RESTATED ANNEXURE - XXXIX
(₹ In Lakhs)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
I. Contingent Liabilities
(a) claims against the company not acknowledged as debt*; 39.89 19.88 -
(b) guarantees excluding financial guarantees; and - - -
(c) other money for which the company is contingently liable - - -
II. Commitments
(a) estimated amount of contracts remaining to be executed on capital account and
11.66 - -
not provided for**
(b) uncalled liability on shares and other investments partly paid - - -
(c) other commitments - - -
* Note :
1. The GST Department has raised demand of ₹ 20,01,526/- vide Order No. 527/2024 - SUPDT dated. August 20, 2024 issued u/s 73 (9) of the Central
Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which the company has filed an appeal to the appellate authority
dated November 26, 2024.
2. The GST Department has raised demand of ₹ 19,87,584/- vide Order No. 17/2024 - SUPD dated. February 27, 2024 issued u/s 73 (9) of the Central
Goods & Service Act, 2017 and Tamil Nadu Goods & Service Act, 2017; against which the company has filed an appeal to the appellate authority
dated June 21, 2024.
** Note :
1. Starkeon Engineering Private Limited has acquired a set of high-value industrial assets, including a Heavy Duty Horizontal Turnmill Center (Model
BHTM 2050Y), a CNC Vertical Machining Center (Model BMV60+TC30), a Detron Make Rotary Table, a Rotary with 6-Axis Attachment for VMC
BMV60, and a Hydraulic Press Brake (Model HG1303). Subsequently, As per Purchase order dated. 25th October 2024 of these specified machinery
and equipment was agreed at ₹210.00 lakhs. As of 31st March 2025, Airfloa Rail Technology Limited had made a payment of ₹198.34 Lakhs towards
this transaction.
RESTATED VALUE OF IMPORTS CALCULATED ON C.I.F BASIS BY THE COMPANY DURING ANNEXURE - XL
THE FINANCIAL YEAR IN RESPECT OF: (₹ In Lakhs)
As at As at As at
March 31, March 31, March 31,
Particulars 2025 2024 2023
₹ ₹ ₹
(a) Raw Material 7 35.81 9 3.69 9 3.69
(b) Components and spare parts - - -
(c) Capital goods - - -
DETAILS OF VALUE (INCLUDING INCIDENTAL EXPENSES) OF IMPORTED AND
INDIGENOUS RAW MATERIALS CONSUMED ANNEXURE - XLI
(₹ In Lakhs)
As at As at As at
March 31, March 31, March 31,
Particulars
2025 2024 2023
₹ ₹ ₹
(a) Raw Material - Imported 7 35.81 9 3.69 9 3.69
(b) Raw Material - Indigenous 1 2,607.66 6 ,086.18 5 ,381.76
Total 1 3,343.47 6 ,179.87 5 ,475.45
Percentage to the total consumption :
As at As at As at
March 31, March 31, March 31,
Particulars
2025 2024 2023
(%) (%) (%)
Raw Material - Imported 5.51% 1.52% 1.71%
Raw Material - Indigenous 94.49% 98.48% 98.29%
Total 100.00% 100.00% 100.00%
EXPENDITURE IN FOREIGN CURRENCY DURING THE FINANCIAL YEAR AS RESTATED : ANNEXURE - XLII
(₹ In Lakhs)
As at As at As at
March 31, March 31, March 31,
Particulars
2025 2024 2023
₹ ₹ ₹
(a) Royalty - - -
(b) Know-How - - -
(c) Professional and consultation fees - - -
(d) Interest - - -
(e) Purchase of Components and spare parts - - -
(f) Others - - -
SFS 38Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
EARNINGS IN FOREIGN EXCHANGE AS RESTATED: ANNEXURE - XLIII
(₹ In Lakhs)
As at As at As at
March 31, March 31, March 31,
Particulars 2025 2024 2023
₹ ₹ ₹
(a) Export of goods calculated on F.O.B. basis - - 7 .80
(b) Royalty, know-how, professional and consultation fees - - -
(c) Interest and dividend - - -
(d) Other income - - -
DUES OF SMALL ENTERPRISES AND MICRO ENTERPRISES AS RESTATED ANNEXURE - XLIV
(₹ In Lakhs)
As at As at As at
March 31, March 31, March 31,
Particulars
2025 2024 2023
₹ ₹ ₹
(a) Dues remaining unpaid to any supplier at the end of each accounting year
-Principal 3 5.07 3 5.07 3 5.07
-Interest on the above 3 8.59 2 5.76 1 5.06
(b)theamountofinterestpaidbythebuyerintermsofsection16ofthe - - -
Micro,SmallandMediumEnterprisesDevelopmentAct,2006,alongwith
theamountofthepaymentmadetothesupplierbeyondtheappointedday
during each accounting year;
(c)theamountofinterestdueandpayablefortheperiodofdelayinmaking 3 8.59 2 5.76 1 5.06
payment(whichhavebeenpaidbutbeyondtheappointeddayduringthe
year)butwithoutaddingtheinterestspecifiedundertheMicro,Smalland
Medium Enterprises Development Act, 2006;
(d)theamountoffurtherinterestremainingdueandpayableeveninthe - - -
succeedingyears,untilsuchdatewhentheinterestduesaboveareactually
paidtothesmallenterprise,forthepurposeofdisallowanceofadeductible
expenditureundersection23oftheMicro,SmallandMediumEnterprises
Development Act, 2006.
Note : During the period under consideration, the Company does not have a system in place to determine the bifurcation of the creditors as Micro, Small or
Medium Enterprises. Based on the information available with the Company, there are dues to Small and Micro enterprises as required to be disclosed under
the Micro, Small and Medium Enterprises Development Act, 2006. The information regarding Micro and Small enterprises has been determined to the
extent such parties have been identified on the basis of information available with the Company
ADDITIONAL REGULATORY INFORMATION AS PER PARA Y OF SCHEDULE III TO COMPANIES ACT, 2013: ANNEXURE - XLV
i. The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee)
whose title deeds are not held in the name of the company, except for the following:
Whether Promoter, Period held - indicate
Reason for not being held in
Description of the Property Gross Carrying Value Held in the name of Director or their range where
the name of the company
Relative or Employee appropriate
Sale agreement entered
Mr. Dakshinamoorthy
between the company and
Venkatesan & Mr.
Free Hold Land 872.97 Director 2 years parties during FY 2021-22,
Dakshinamoorthy
the same is in the process of
Manikandan
registration
ii. The Company has not revalued its Property, Plant and Equipment.
iii. The Company has not granted loans or advances in the nature of loans are granted to promoters, Directors, KMPs and the related parties (as defined under Companies Act, 2013,)
either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment except as below given :
As at March 31, 2025 As at March 31, 2024
Type of borrower Amount of loan orPercentage to the total Amount of loan orPercentage to the total loans
advance in the natureloans and advances in advance in the natureand advances in the nature
of loan outstanding the nature of loans of loan outstanding of loans
Promoters - 0.00% 279.98 55.49%
Directors - 0.00% - 0.00%
KMPs - 0.00% - 0.00%
Related party 165.18 76.42% 216.24 42.86%
As at March 31, 2023
Type of borrower Amount of loan orPercentage to the total
advance in the natureloans and advances in
of loan outstanding the nature of loans
Promoters 243.93 50.41%
Directors - 0.00%
KMPs - 0.00%
Related party 205.92 42.56%
SFS 39Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
iv. The Company does not have any capital work-in-progress.
v. The Company does not have any intangible assets under development .
vi. No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the
rules made thereunder.
vii The Company has borrowings from banks or financial institutions on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company
with banks or financial institutions are in agreement with the books of accounts.
For Year ended 31st March , 2025
Quarter Name of Bank Particulars of Amount as per Books Amount as reported in Amount of difference Reason for material
Securities Provided of Account (₹ in Lakhs) the quarterly return/ (₹ in Lakhs) discrepancies
statement
(₹ in Lakhs)
Q1 Axis Bank Limited Stock statement 3,789.80 2,373.00 (1,416.80)
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
Q1 Axis Bank Limited Book debts 11,872.61 4,776.00 (7,096.61) The Company has submitted
statements after inadvertently
netting-off advance from
customer
Q1 Union bank of india Limited Stock statement 3,789.80 3,789.80 - -
The Company has submitted
statements after inadvertently
Q1 Union bank of india Limited Book debts 11,872.61 9,865.00 (2,007.61) netting-off some advances
Q2 Axis Bank Limited Stock statement 5,877.15 5,877.15 - -
Q2 Axis Bank Limited Book debts 10,364.56 10,510.00 145.44
Due to non - Completion of
bank entries
Q2 Union bank of india Limited Stock statement 5,877.15 5,877.15 - -
Due to non - Completion of
Q2 Union bank of india Limited Book debts 10,364.56 10,854.00 489.44
bank entries
Q3 Axis Bank Limited Stock statement 6,129.45 6,129.45 - -
Q3 Axis Bank Limited Book debts 10,727.00 10,991.00 264.00
Due to non - Completion of
bank entries
Q3 Union bank of india Limited Stock statement 6,129.45 6,129.45 - -
Due to non - Completion of
Q3 Union bank of india Limited Book debts 10,727.00 11,379.00 652.00
bank entries
Q4 Axis Bank Limited Stock statement 6,243.89 6,243.89 - -
Q4 Axis Bank Limited (226.78)
Due to non - Completion of
Book debts 12,760.04 12,533.26
bank entries
Q4 Union bank of india Limited Stock statement 6,243.89 6,243.89 - -
Due to non - Completion of
Q4 Union bank of india Limited Book debts 12,760.04 12,533.26 (226.78)
bank entries
SFS 40Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
For Financial Year 2023-24
Quarter Name of Bank Particulars of Amount as per Books Amount as reported in Amount of difference Reason for material
Securities Provided of Account (₹ in Lakhs) the quarterly return/ (₹ in Lakhs) discrepancies
statement
(₹ in Lakhs)
Q1 Axis Bank Limited Stock statement 2,976.00 2,976.00 -
The Company has submitted
Q1 Axis Bank Limited Book debts 4,586.88 4,225.00 (361.88) statements after inadvertently
netting-off some advances
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q1 Union bank of india Limited Stock statement 2,976.00 1,634.81 (1,341.19) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q1 Union bank of india Limited Book debts 4,586.88 921.00 (3,665.88) statements after inadvertently
netting-off some advances
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q2 Axis Bank Limited Stock statement 5,601.00 4,066.00 (1,535.00) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q2 Axis Bank Limited Book debts 4,555.99 3,276.00 (1,279.99) statements after inadvertently
netting-off some advances
Q2 Union bank of india Limited Stock statement 5,601.00 5,601.00 -
The Company has
inadvertently submitted
Q2 Union bank of india Limited Book debts 4,555.99 5,304.00 748.01
statements without entries of
receipt against such debtors
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q3 Axis Bank Limited Stock statement 5,137.00 3,858.00 (1,279.00) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q3 Axis Bank Limited Book debts 5,106.22 3,000.00 (2,106.22) statements after inadvertently
netting-off some advances
Q3 Union bank of india Limited Stock statement 5,137.00 5,137.00 -
The Company has
inadvertently submitted
Q3 Union bank of india Limited Book debts 5,106.22 5,341.00 234.78
statements without entries of
receipt against such debtors
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q4 Axis Bank Limited Stock statement 4,580.29 2,468.00 (2,112.29) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q4 Axis Bank Limited Book debts 10,170.80 3,631.00 (6,539.80) statements after inadvertently
netting-off some advances
Q4 Union bank of india Limited Stock statement 4,580.29 4,580.29 - -
The Company has submitted
Q4 Union bank of india Limited Book debts 10,170.80 6,822.39 (3,348.41) statements after inadvertently
netting-off some advances
SFS 41Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
For Financial Year 2022-23
Quarter Name of Bank Particulars of Amount as per Books Amount as reported in Amount of difference Reason for material
Securities Provided of Account (₹ in Lakhs) the quarterly return/ (₹ in Lakhs) discrepancies
statement
(₹ in Lakhs)
Q1 Axis Bank Limited Stock statement 4,084.00 4,084.00 -
The Company has submitted
Q1 Axis Bank Limited Book debts 5,383.05 5,162.00 (221.05) statements after inadvertently
netting-off some advances
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q1 Union bank of india Limited Stock statement 4,084.00 1,634.81 (2,449.19) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q1 Union bank of india Limited Book debts 5,383.05 917.00 (4,466.05) statements after inadvertently
netting-off some advances
Q2 Axis Bank Limited Stock statement 3,740.00 3,740.00 -
The Company has submitted
Q2 Axis Bank Limited Book debts 5,761.76 5,176.00 (585.76) statements after inadvertently
netting-off some advances
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q2 Union bank of india Limited Stock statement 3,740.00 2,300.47 (1,439.53) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q2 Union bank of india Limited Book debts 5,761.76 885.29 (4,876.47) statements after inadvertently
netting-off some advances
Q3 Axis Bank Limited Stock statement 4,603.00 4,603.00 -
The Company has submitted
Q3 Axis Bank Limited Book debts 5,066.52 4,244.00 (822.52) statements after inadvertently
netting-off some advances
Q3 Stock statement 4,603.00 - No Stock statement copy
Union bank of india Limited (4,603.00) available with the
management
No Stock statement copy
Q3 Union bank of india Limited Book debts 5,066.52 - (5,066.52) available with the
management
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q4 Axis Bank Limited Stock statement 5,032.39 3,318.00 (1,714.39) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has
inadvertently submitted
Q4 Axis Bank Limited Book debts 4,876.74 4,981.00 104.26
statements without entries of
receipt against such debtors
The company has availed
working capital facilities from
multiple lenders. Stock
statements submitted to each
Q4 Union bank of india Limited Stock statement 5,032.39 1,176.16 (3,856.23) bank reflect only the portion
of stock allocated for a
project charged in proportion
to the facility availed from
that specific bank.
The Company has submitted
Q4 Union bank of india Limited Book debts 4,876.74 1,404.00 (3,472.74) statements after inadvertently
netting-off some advances
SFS 42Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
viii. The company is not declared as wilful defaulter by any bank or financial institution or other lender.
ix. The company has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
x. There are no charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
Sanction/ Charge to be
Whether Charge Location of Reason for delay/
Bank/Financial Institution Renewed Sanction Registered/Modified
Registered/Modified the Registrar non-registration
(₹ in lakhs) by
Inadvertently missed to file
Axis Bank Limited (1) 5 ,117.00 Not Modified 17-04-2024 ROC (Chennai)
the same
Inadvertently missed to file
BMW India Financial services private limited ( Vehicle Loan) 143.00 No 02-03-2025 ROC (Chennai)
the same
1) Security Details :
Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation of entire current asset of the company, present and future ( excluding the immovable assets financed by union bank of India (UBI) towards execution of rites project of
refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring 6179 sq. ft., built up area at no. 9 in survey no. 274/10, 274/12 and 274/13, Seiliaman koil street, keelkattalai, Chennai, standing in the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of 865 Sq. ft. at survey no. 284/19, Old TS No. 12,Thiruvalluvar Street, Keelkattalai, Chennai in the name of Mr. Venkatesan and Mr. Manikandan vacant land admeasuring
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Nagar, Palikaraniai in the name of Mr. D Manikandan.
3. Vacant Land measuring 2.68 acres in survey no. 284/3A, 284/3B, 287/1, 284/1B & 284/1A, at village kalivandapatti in the name of Mr. D Manikandan, Mr. D. Venkatesan & Mrs. Nandini, Mrs. Revathy.
4. Vacant land measuring 12560 sq. ft. in new survey no. 1040/77, at sri sakti nagar, vadakupatti village, Sripreumbudur in the name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq. ft. bearing 12 & 12 A on KGK Nagar Layout, 2nd street, yashoda nagar, Keekattalai Chennai - 600117 in the name of Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory building at mettupalyam road, panrutti village, sriperumbudur taluk, owned by the company.
Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
SFS 43Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
xi. The company has invested in its subsidiary company and it complies with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction
on number of Layers) Rules, 2017
xii. Significant Accounting Ratios:
For the year ended For the year ended
Ratios Variation (%)
March 31, 2025 March 31, 2024
(a) Current Ratio 1.44 1.12 29.10%
(b) Debt-Equity Ratio 0.55 1.14 (51.47%)
(c) Debt Service Coverage Ratio 0 .68 0 .42 60.69%
(d) Return on Equity Ratio 31.09% 29.13% 6.73%
(e) Inventory turnover ratio 2 .30 1 .54 49.66%
(f) Trade Receivables turnover ratio 1.68 1.59 5.82%
(g) Trade payables turnover ratio 2.38 1.30 82.94%
(h) Net capital turnover ratio 4.74 15.24 (68.90%)
(i) Net profit ratio 13.28% 11.93% 11.36%
(j) Return on Capital employed 26.65% 26.42% 0.87%
(k) Return on investment 0.00% 0.00% 0.00%
Reasons for Variation more than 25%: Since, comparative period is full financial year, hence, not comparable.
(a) Debt-Equity Ratio : Due to Decrease in borrowings , we can see increase in ratio.
(b) Debt Service Coverage Ratio : Earning available for debt repayment has increased as compared to previous year , hence we can see rise in coverage ratio.
(c ) Inventory turnover ratio : Due to decrease in average inventory holdings , ratio has improved
(d) Trade payables turnover ratio : Due to decrease in average payable, ratio has improved
(e) Net capital turnover ratio : Due to increase in average working capital , and turnover ,we can see decrease in ratio
For the year ended For the year ended
Ratios Variation (%)
March 31, 2024 March 31, 2023
(a) Current Ratio 1.12 0.99 12.88%
(b) Debt-Equity Ratio 1.14 1.44 (20.99%)
(c) Debt Service Coverage Ratio 0 .42 0 .21 100.65%
(d) Return on Equity Ratio 29.13% 3.64% 699.58%
(e) Inventory turnover ratio 1 .54 1 .38 11.81%
(f) Trade Receivables turnover ratio 1.59 1.69 (5.93%)
(g) Trade payables turnover ratio 1.30 1.40 (7.47%)
(h) Net capital turnover ratio 15.24 - 22.70 (167.12%)
(i) Net profit ratio 11.93% 1.57% 660.19%
(j) Return on Capital employed 26.42% 11.31% 133.70%
(k) Return on investment 0.00% 0.00% 0.00%
Reasons for Variation more than 25%:
(a) Return on Equity Ratio : Due to increase in Net profit and margin , it is witnessed a increase in ratio.
(b) Net capital turnover ratio : Due to increase in average working capital , and turnover ,we can see decrease in ratio
(c) Net profit ratio : Due to Increase in turnover , and orders with high margin ratio , we can see huge surge in profit margin.
(d) Debt Service Coverage Ratio : Earning available for debt repayment has almost doubled from previous year , hence we can see rise in coverage ratio.
(e) Return on Capital employed : Due to Increase in turnover, and orders with high margin ratio , we can see huge surge in profit margin.
For the year ended For the year ended
Ratios Variation (%)
March 31, 2023 March 31, 2022
(a) Current Ratio 0.99 0.95 4.46%
(b) Debt-Equity Ratio 1.44 1.76 (18.05%)
(c) Debt Service Coverage Ratio 0 .21 0 .21 0.64%
(d) Return on Equity Ratio 3.64% 8.91% (59.11%)
(e) Inventory turnover ratio 1 .38 2 .91 (52.74%)
(f) Trade Receivables turnover ratio 1.69 2.03 (16.96%)
(g) Trade payables turnover ratio 1.40 2.38 (41.01%)
(h) Net capital turnover ratio - 22.70 14.80 (253.37%)
(i) Net profit ratio 1.57% 2.50% (37.15%)
(j) Return on Capital employed 11.31% 11.56% (2.19%)
(k) Return on investment 0.00% 0.00% 0.00%
Reasons for Variation more than 25%:
(1a. ) Return on Equity Ratio : Due to decrease in Net profit and margin , it is witnessed a decrease in ratio.
(b) Inventory turnover ratio : Due to Increase in Average inventory , we can see decrease in ratio.
(c) Trade payables turnover ratio : Due to increase in average payable , and decrease in both direct purchases and operating expense during the year.
(d) Net profit ratio : Due to Increased in finance cost and employee benefit expense , we can see reduction in net profit ratio
(e) Net capital turnover ratio : Due to decrease in average working capital, it is witnessed a increase in ratio
SFS 44Airfloa Rail Technology Limited
(Formerly known as "Airfloa Rail Technology Private Limited" or "Air flow Equipments (India) Private Limited")
CIN: U30204TN1998PLC041571
ANNEXURES FORMING PART OF THE STANDALONE RESTATED FINANCIAL STATEMENTS
xiii. The Company does not have any scheme of arrangements which has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
xiv. The Company does not have undisclosed income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of
the Income Tax Act, 1961).
xv. The Company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year.
xiv. A. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other
persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly
lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.
B. No funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of
the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
DETAILS OF CORPORATE SOCIAL RESPONSIBILITY (CSR) AS RESTATED ANNEXURE - XLVI
(₹ in Lakhs)
Particulars As at As at As at
March 31, March 31, March 31,
2025 2024 2023
1. Amount required to be spent by the company 17.81 N.A. 19.64
2. Amount of Expenditure incurred 107.89 N.A. -
3. (Excess) / Short Fall at the end of the year (0.04) N.A. 19.64
4. Total of Previous year shortfall amounts 90.04 90.04 70.40
5. Reason of Shortfall Note 1 Note 1 Note 1
Prime Minister's Prime Minister's Prime Minister's
National Relief Fund National Relief Fund National Relief Fund
according as per according as per according as per
6. Nature of CSR activities
Permitted CSR Permitted CSR Permitted CSR
Activities as per Activities as per Activities as per
Schedule VII Schedule VII Schedule VII
7. Details of related party transactions, e.g., contribution to a trust controlled
by the company in relation to CSR expenditure as per relevant Accounting NIL NIL NIL
Standard
8. Where a provision is made with respect to a liability incurred by entering
into a contractual obligation, the movements in the provision during the year Yes ( Refer note 2 ) Yes ( Refer note 2 ) Yes ( Refer note 2 )
should be shown separately
9. Excess amount spent as per the sec 135 (5) of the act (0.04) - -
10. Payment during the year 107.89 - -
11. Balance Liability / carry forward - 90.04 90.04
Note 1 : During the Previous financial years, the Company inadvertently missed booking the required Corporate Social Responsibility (CSR) expenditure.
To rectify this and ensure compliance, the Company has taken corrective steps in FY 2024-25 by contributing funds to the Prime Minister's National Relief
Fund according to list of Permitted CSR Activities Under Schedule VII.
Note 2 : Movement of CSR Provision
As at As at As at
Paritculars March 31, March 31, March 31,
2025 2024 2023
Opening provision for the year 90.04 90.04 70.40
Add : Provision for the year 17.81 - 19.64
less : Paid during the year 107.89 - -
Shortfall at the end of the year ( 0.04) 90.04 90.04
CAPITALISATION STATEMENT AS AT MARCH 31, 2025 ANNEXURE - XLVII
(₹ In Lakhs)
Particulars Pre Issue Post Issue
Borrowings
Short term debt (A) 5 ,877.79 -
Long Term Debt (B) 1 19.92 -
Total debts (C) 5 ,997.71 -
Shareholders’ funds
Share capital 1,746.30 -
Reserve and surplus - as Restated 9,097.51 -
Total shareholders’ funds (D) 10,843.81 -
Long term debt / shareholders funds (B/D) 0 .01 -
Total debt / shareholders funds (C/D) 0 .55 -
Signatures to Annexures Forming Part Of The Restated Financial Statements
For and on behalf of the Board of Directors of Airfloa Rail Technology Limited
sd/- sd/- sd/- sd/-
Dakshinamoorthy Venkatesan Dakshinamoorthy Manikandan Papa Sanjeevi Karunakaran Thygarajan Sivakumar
(Managing Director) (Managing Director) (CFO) (Company Secretary)
DIN - 00232210 DIN - 00232275
Place : Chennai
Date : 21-08-2025
SFS 45OTHER FINANCIAL INFORMATION
The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given below:
(₹ in lakhs, unless otherwise stated)
Consolidated Standalone Standalone
For the year ended March 31, 2025 For the year For the year
Particulars
ended March ended March
31, 2024 31, 2023
Restated Profit attributable to equity 2,554.76 1,423.28 149.36
shareholders of hol ding company (A)
Tax Expense (B) 941.88 636.73 85.13
Depreciation and amortization expense (C) 253.27 292.84 313.43
Interest Cost (D) 990.93 1,105.07 920.54
Weighted Average Number of Equity Shares 1,63,41,402 49,95,000 49,95,000
at the end of the Year (Pre Bonus) (E-1)
Weighted Average Number of Equity Shares 1,63,41,402 1,49,85,000 1,49,85,000
at the end of the Year (Post Bonus) (E-2)
Number of Equity Shares outstanding at the 1,74,62,954 49,95,000 49,95,000
end of the Year (Pre-Bonus) (F-1)
Number of Equity Shares outstanding at the 1,74,62,954 1,49,85,000 1,49,85,000
end of the Year (Post-Bonus) (F-2)
Nominal Value per Equity share (₹) (G) 10.00 10.00 10.00
Restated Net Worth of Equity Share Holders 11,080.17 5,598.05 4,174.77
as per Statement of Assets and Liabilities (H)
Restated Net-Assets as per Statement of 11,142.51 5,598.05 4,174.77
Assets and Liabilities (I)
Current Assets (J) 21,089.75 16,209.34 11,975.32
Current Liabilities (K) 14,365.44 14,514.56 12,104.25
Earnings Per Share - Basic & Diluted1 & 4 15.63 28.49 2.99
(₹) (Pre-Bonus)
Earnings Per Share - Basic & Diluted1 & 4 15.63 9.50 1.00
(₹) (Post-Bonus)
Return on Net Worth1 (%) 23.06% 25.42% 3.58%
Net Asset Value Per Share1 & 4 (₹) (Pre - 63.81 112.07 83.58
Bonus)
Net Asset Value Per Share1 & 4 (₹) (Post - 63.81 37.36 27.86
Bonus)
Current Ratio1 1.47 1.12 0.99
Earning before Interest, Tax and 4,740.84 3,457.92 1,468.46
Depreciation and Amortization1
(EBITDA)
Notes -
1. Ratios have been calculated as below:
A
Earnings Per Share (₹) (EPS) :
E1 OR E2
A
Return on Net Worth (%):
H
181I
Net Asset Value per equity share (₹):
F1 OR F2
I
Current Ratio:
J
Earning before Interest, Tax and Depreciation and Amortization (EBITDA): A + (B+C+D)
2. Company has issued 4,99,318 fresh equity shares via private placement at Face value of 10 each at premium of Rs. 290 per
share on 01st August, 2024.
3. Company has made 44,000 fresh issue of equity shares via private placement at Face value of 10 each at premium of Rs. 290
per share on 09th August, 2024.
4. Bonus shares were issued at the rate of 2 shares for every 1 share held on 31st August, 2024
5. Company has issued 8,48,000 fresh equity shares via private placement at a Face Value of 10 each at premium of Rs. 115 per
share on 4th December, 2024
6. Ratios are not annualised.
7.Net-worth” means 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, as per the audited balance sheet, but does not
include reserves created out of revaluation of assets, write-back of depreciation and amalgamation (Refer Regulation 2 of
Chapter - I of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018)
8.Net-assets value” means the total of all the assets as reduced by total of all the liabilities of the company
RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under applicable Accounting Standards, i.e., AS 24 - Related
Party Disclosures read with the SEBI ICDR Regulations for the financial years ended March 31, 2025, March 31, 2024 and March
31, 2023, see “Restated Financial Statements” beginning on page 180.
(The remainder of this page is intentionally left blank)
182CAPITALISATION STATEMENT
The following table sets forth our capitalisation as at March 31, 2025, on the basis of our Restated Financial Statements:
(in ₹ lakhs)
Consolidated
Particulars Pre Issue Post Issue *
Borrowings
Short term debt (A) 5,877.79 5,877.79
Long Term Debt (B) 119.92 119.92
Total debts (C) 5,997.71 5,997.71
Shareholders’ funds
Share capital 1,746.30 2397.00
Reserve and surplus - as Restated 9,333.87 17,792.97
Total shareholders’ funds (D) 11,080.17 20,189.97
Long term debt / shareholders funds (B/D) 0.01 0.01
Total debt / shareholders funds (C/D) 0.54 0.30
*Subject to finalisation of Basis of allotment
(The remainder of this page is intentionally left blank)
183FINANCIAL INDEBTEDNESS
Our Company avails loans and facilities in the ordinary course of its business for meeting our working capital, capital expenditure
and other business requirements. For details of the borrowing powers of our Board, please see “Our Management – Borrowing
Powers” on page 157.
Our Company has obtained the necessary consents required under the relevant financing documentation for undertaking activities
in relation to the Issue, including dilution of the current shareholding of our Promoters and members of the promoter group,
expansion of business of our Company, effecting changes in our capital structure and shareholding pattern.
The aggregate outstanding borrowings (including fund based and non-fund-based borrowings) of our Company for the Fiscal March
31, 2025, as certified by our Peer review Auditor, are as follows:
(in ₹ lakhs)
Sanction As at
Particulars Amount March 31,
2025
Secured
Working capital loan facility / Cash Credit facility
- Banks 5000.00 4,994.65
- Others 600.00 600.00
Term Loan
Vehicle Loan:
-Banks 21.85 4.18
-NBFC 143.00 139.88
Unsecured
Intercorporate Loan 500.00 259.00
TOTAL 5997.71
(The remainder of this page is intentionally left blank)
184Principal terms of the secured borrowings currently availed by our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under the various financial documentation executed by us in relation to our
indebtedness:
No
Outstandi
of
Sanction ng as on
S. Name of Nature of Rate of Tenure O/S Instalmen
Repayment Terms (₹ In March 31,
No Lender Security Interest (Months) Instal t
Lakhs) 2025
ment (₹)
(₹ In
s
Lakhs)
Repayable in 60 equated
Axis Bank 8.50%
Vehicle Loan monthly 60 Months
1 Limited 21.85 p.a. 9 44,829 4.18
instalments(EMIs)
185Working capital / Credit facility
Primary Security:
Exclusive charge by way of hypothecation
of entire current asset of the company,
present and future ( excluding the
immovable assets financed by union bank of
India (UBI) towards execution of rites
project of refurbishment of 97 coaches).
Collateral Security:
1. Factory Building and Land measuring
6179 sq. ft., built up area at no. 9 in survey
no. 274/10, 274/12 and 274/13, Seiliaman
koil street, keelkattalai, Chennai, standing in
the name of Mr. Manikandan and Mr. D
venkatesan.
2. Residential building at built up area of
865 Sq. ft. at survey no. 284/19, Old TS No.
12,Thiruvalluvar Street, Keelkattalai,
Chennai in the name of Mr. Venkatesan and
Mr. Manikandan vacant land admeasuring 3200 3 Month
Axis Bank
5046.50 sq. ft. at 117 & 118, Sri kamalkoti Repayable on Demand Current / MCLR 12 Months NA NA
2 Limited 3,197.98
Nagar, Palikaraniai in the name of Mr. D 3500 + 2.50%
Manikandan.
3. Vacant Land measuring 2.68 acres in
survey no. 284/3A, 284/3B, 287/1, 284/1B
& 284/1A, at village kalivandapatti in the
name of Mr. D Manikandan, Mr. D.
Venkatesan & Mrs. Nandini, Mrs. Revathy.
4. Vacant land measuring 12560 sq. ft. in
new survey no. 1040/77, at sri sakti nagar,
vadakupatti village, Sripreumbudur in the
name of Mr. D Venkatesh.
5. Vacant house plots admeasuring 3042 sq.
ft. bearing 12 & 12 A on KGK Nagar
Layout, 2nd street, yashoda nagar,
Keekattalai Chennai - 600117 in the name of
Mrs. V Revathy.
6. Land admeasuring 2.99 acres and factory
building at mettupalyam road, panrutti
village, sriperumbudur taluk, owned by the
company.
186Personal Guarantee:
1. Mr. Venkatesan D
2. Mr. Manikandan D
3. Mrs. Nanthini
4. Mrs. Revathy
187Working capital / Credit facility
1. First & exclusive charge through
equitable mortgage over entire land parcel of
at No. 46, Kadaneri village, Peraiyur taluk,
Madurai District in Punja Survey 142/1D,
142/1E, 144/1B, 142/2, 142/1A, 144/1C,
144/1A, 142/1B, 142/1C, 143/1, 143/5,
143/6, 143/4C, 144/ 2C, 143/3, 144/2A,
143/4A, 143/4B, 144/2B, 143/2A1,
143/2A3, 143/2A2, 143/2A4, 143/2B,
386/3A, 386/3B, 388/1, 386/2A, 386/2B, The loan
381/2, 381/1B, 387/3, 388/3A2B, 388/ shall be
3A2C, 385/2, 331/6, 385/1A, 388/2, 389/1A, repayable
145/4, measuring 34.94 acres ( Immovable in a bullet
property) repayment
2. Demand Promissory Note. at the end
Share India
3.Personal Guarantee of Guarantors. Repayable in Bullet 16.00% of the
Fincap Private NA NA
3 4. Any other security in the form and payment 600.00 p.a. tenure, with 600.00
Limited
manner acceptable to the Lender. a term of 12
5. Other terms and conditions as provided in months
the loan documents to be executed in favour from the
of the lender, to the satisfaction of Lender. date of first
disburseme
Personal Guarantee: nt.
1. Venkatesan D alias Venkatesan
Dakshinamoorthy
2. Manikandan Dakshinamoorthy
3. Venkatesan Revathi
4. Nandhini Manikandan
Corporate Guarantee:
1. Air flow Energy Solutions Pvt. Ltd.
2. Air flow Dafeng Rail Equipments Pvt.
Ltd.
188Collateral:
1. Industrial Property Located at Plot No.
174 owned by Mr. D venkatesan and Mr. D
Manikandan.
Union Bank of 2. All that place and parcel of land and EBLR+
Repayable on Demand 12 Months NA NA
4 India building Plot no. 220 owned by Mr. D 1,800.00 0.75% 1,796.67
venkatesan and Mr. D Manikandan.
3. 2. All that place and parcel of land and
building Plot no. 221 & 222 owned by Mr.
D venkatesan and Mr. D Manikandan.
189Inter corporate loan
Such Business loan facility (unsecured )
guaranteed against collateral security of
directors and their relatives :
1st Guarantor
a. Land measuring 70 cents in S.No.284/4
(53 cents) & S.No.287/2 (17 cents) at
Kalivanthapattu Village, Chengalpattu
Taluk, Kancheepuram District.
b. Bounded by: Survey Nos.287/2, 284/3B,
287/2A & a road in usage.
2nd Guarantor
a. Land measuring 79 cents across multiple
survey numbers at Kalivanthapattu Village.
b. Bounded by: Eswari’s land, road in usage,
Survey Nos.104/2A & 284/1B.
3rd Guarantor
a. 1 acre of land in S.No.102/2, 287/2, 103,
Raahat
102/1A & 104/2A at Kalivanthapattu
Financial &
Village. 15 months
Financial 24.00%
b.Bounded by: Various private lands, roads Repayable on Demand and renewal NA NA
5 Consultancy 500.00 p.a 259.00
& lakeside. basis
Services Private
4th Guarantor
Ltd
a.25 cents in S.No.102 at Nanmangalam
Village.
b.1271 sq. ft. plot in S.No.103/3B2,
Abinanthan Nagar, approved under PPA
No.868/2018.
5th Guarantor
a. 74 cents in S.No.102/1A at
Kalivanthapattu Village.
b. Bounded by: Latha’s land, Palani’s land
& Survey Nos.102/1B & 102/1A.
6th Guarantor
a. 74 cents in S.No.104/1 at Kalivanthapattu
Village.
b. Bounded by: Survey Nos.103, Eswari’s
land, 104/2A & 284/1B.
7th Guarantor
a. 74 cents in S.No.102/2 & S.No.102/1A at
Kalivanthapattu Village.
190b. Bounded by: Survey Nos.326, Jamuna’s
land, 104/1B & other survey lands.
8th Guarantor
a. 74 cents in S.Nos.104/2A, 104/3A,
104/4A1-4A3 & 103 at Kalivanthapattu
Village.
b. Bounded by: Various survey numbers and
private lands.
BMW India
Repayable in 60 equated
Financial 10.99%
Vehicle Loan monthly instalments 48 Months
6 services private 143.00 p.a. 46 2,86,203 139.88
(EMIs)
limited
*Note : Loan details presented are subject to Sanction letter ,repayment schedule and other related documents
191MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS
You should read the following discussion and analysis of financial condition and results of operations together with our financial
statements included in this Prospectus. The following discussion relates to our Company and is based on our restated financial
statements. Our financial statements have been prepared in accordance with Indian GAAP, the accounting standards and other
applicable provisions of the Companies Act.
Note: Statement in the Management Discussion and Analysis Report describing our objectives, outlook, estimates, expectations or
prediction may be "Forward looking statement" within the meaning of applicable securities laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make a difference to our operations include,
among others, economic conditions affecting demand/supply and price conditions in domestic and overseas market in which we
operate, changes in Government Regulations, Tax Laws and other Statutes and incidental factor
BUSINESS OVERVIEW
Airfloa Rail Technology Limited is a company Incorporated on December 14, 1998 as “Air flow Equipments (India) Private
Limited". The corporate identification number of the company is U30204TN1998PLC041571. The company changed its name from
"Air flow Equipments (India) Private Limited" to "Airfloa Rail Technology Private Limited " on August 27, 2024 and has been
converted from Private limited company to Public limited company on November 15, 2024.
The company is engaged in the business of manufacturing, processing, assembling, developing, designing with all type of railway
rolling stocks, passenger rail coaches and their discrete components, Rail wagons and their discrete components, locomotives and
their discrete components.
We have consistently grown in terms of our revenues over the past years our revenues from operation were ₹9,517.39 lakhs in
F.Y.2022-23, ₹ 11,930.36 lakhs in the FY 2023-24 and 19,238.70 lakhs in the FY 2024-25. Our Net Profit after tax for the above-
mentioned periods are ₹149.36 lakhs, ₹ 1,423.28 lakhs and 2,554.76 lakhs respectively.
FINANCIAL KPIs OF THE COMPANY:
(Amount in Lakhs, except EPS, % and ratios)
Airfloa Rail Technology Limited
Fiscal 2025 Fiscal 2024 Fiscal 2023
Performance
Consolidated Standalone Standalone
Revenue from operations 19,238.70 11,930.36 9,517.39
Growth in revenue from operations (%) 61.26% 25.35% -30.78%
Total Income 19,266.26 12,287.22 9,532.90
EBITDA 4,740.84 3,457.92 1,468.46
EBITDA Margin (%) 24.61% 28.14% 15.40%
PAT 2,554.76 1,423.28 149.36
PAT Margin (%) 13.28% 11.93% 1.57%
RoE (%) 30.64% 29.13% 3.64%
RoCE (%) 26.28% 26.42% 11.31%
Debt- Equity Ratio 0.54 1.14 1.44
* Notes
1. Revenue from Operations: This represents the income generated by the Company from its core operating operation. This gives
information regarding the scale of operations. Other Income is the income generated by the Company from its non core operations.
2. EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining
the profit before tax for the year and adding back interest cost, depreciation, and amortization expense.
3. EBITDA margin is calculated as EBITDA as a percentage of Total Income.
4. Profit for the year represents the restated profits of the Company after deducting all expenses.
5. PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations.
6. Return on Equity is calculated as Profit after tax, as restated, attributable to the owners of the Company for the year divided by
average equity. Average equity is calculated as average of opening and closing balance of total equity (Shareholders’ funds) for
the year.
7. Return on capital employed calculated as Earnings before interest (excluding lease liabilities and other borrowing cost) and
taxes divided by capital employed as at the end of respective year. (Capital employed calculated as the aggregate value of tangible
net worth, total debt and deferred tax liability)
8. Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long-term and short-term borrowings.
Total equity is the sum of share capital and reserves & surplus.
FACTORS AFFECTING OUR RESULT OF OPERATIONS
192Except as otherwise stated in this Prospectus and the Risk Factors given in the Prospectus, the following important factors could
cause actual results to differ materially from the expectations include, among others:
1. General economic and business conditions in the markets in which we operate and in the local, regional, national, and
international economies;
2. Any change in government policies resulting in increases in taxes payable by us;
3. Increased competition in the industry in which we operate;
4. Ability to grow the business;
5. Changes in laws and regulations that apply to the industries in which we operate;
6. Company’s ability to successfully implement its growth strategy and expansion plans;
7. Ability to keep pace with rapid changes in technology;
8. Ability to maintain relationships with vendor
9. Inability to successfully obtain registrations in a timely manner or at all;
10. General economic, political, and other risks that are out of our control;
11. Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices;
12. Any adverse outcome in the legal proceedings in which we are involved;
13. The performance of the financial markets in India and globally
14. Increase in price of raw materials and fuel cost
15. Adverse weather and climatic conditions in the region where we operate
STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
a) BASIS OF ACCOUNTING
The restated summary statement of Consolidated assets and liabilities of the Company as at March 31, 2025, standalone
assets and liabilities of the Company as at March 31, 2024 and March 31, 2023 and the related restated summary statement
of Consolidated profits and loss and cash flows for the year ended March 31, 2025, standalone profits and loss and cash flows
for the year March 31, 2024 and March 31, 2023 (herein collectively referred to as (“Restated Summary Statements”) have
been compiled by the management from the Consolidated Audited Financial Statements of the Company for the year ended
on March 31, 2025 and standalone audited Financial Statements of the Company for the years March 31, 2024 and March
31, 2023 approved by the Board of Directors of the Company. Restated Summary Statements have been prepared to comply
in all material respects with the provisions of Part I of Chapter III of the Companies Act, 2013 (the “Act”) read with
Companies (Prospectus and Allotment of Securities) Rules, 2014, Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) issued by SEBI and Guidance note on Reports in
Companies Prospectuses (Revised 2019) (“Guidance Note”). Restated Summary Statements have been prepared specifically
for inclusion in the offer document to be filed by the Company with the BSE in connection with its proposed SME IPO. The
Company’s management has recast the Financial Statements in the form required by Schedule III of the Companies Act, 2013
for the purpose of restated Summary Statements.
The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting
Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies
Act, 2013 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act"), as applicable. The financial statements
have been prepared on accrual basis under the historical cost convention. The accounting policies adopted in the preparation
of the financial statements are consistent with those followed in the previous year.
Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted
accounting principles in India.
All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other
criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the
acquisition of assets for processing and their realization in cash and cash equivalents, the Company has determined its
operating cycle as twelve months for the purpose of current – non-current classification of assets and liabilities.
The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding
together the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra- group balances
and intra-group transactions resulting in unrealized profits or losses as per Accounting Standard 21 – “Consolidated Financial
Statements” notified by Companies (Accounting Standards) Rules, 2021.
Minority Interest in the net assets of consolidated subsidiaries is identified and presented in the Consolidated Balance Sheet
separately from liabilities and equity of the Company’s shareholders. Minority interest in the net assets of consolidated
subsidiaries consists of: a. The amount of equity attributable to minority at the date on which investment in a subsidiary is
made; and b. The minority share of movements in equity since the date the parent subsidiary relationship came into existence.
Minority’s share of net profit for the year of consolidated subsidiaries is identified and adjusted against the Profit After Tax
193of the Group
b) USE OF ESTIMATES
The preparation of the financial statements in conformity with Indian GAAP requires the Management to make estimates and
assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported
income and expenses during the year. The Management believes that the estimates used in preparation of the financial
statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the
actual results and the estimates are recognised in the periods in which the results are known / materialise.
c) PROPERTY, PLANT & EQUIPMENT AND INTANGIBLE ASSETS
(i) Property, Plant & Equipment
All Property, Plant & Equipment are recorded at cost including taxes, duties, freight and other incidental expenses incurred
in relation to their acquisition and bringing the asset to its intended use.
(ii) Intangible Assets
Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any.
d) DEPRECIATION / AMORTISATION
Depreciation on tangible and intangible asset is calculated on a Written - Down value method using the rates arrived at based
on the useful lives estimated by the management, or those prescribed under the Schedule II to the Companies Act, 2013.
e) INVENTORIES
Inventories comprise of Raw Material, Work-in-Progress and Finished goods.
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on the first-in, first-
out principle. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
f) IMPAIRMENT OF ASSETS
An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Recoverable amount is the
higher of an asset's net selling price and its value in use. Value in use is the present value of estimated future cash flows
expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Net selling price is the
amount obtainable from sale of the asset in an arm's length transaction between knowledgeable, willing parties, less the costs
of disposal. An impairment loss is charged to the Statement of Profit and Loss in the year in which an asset is identified as
impaired. The impairment loss recognised in prior accounting periods is reversed if there has been a change in the estimate
of the recoverable value.
g) INVESTMENTS:
Non-current investments are carried at cost less any other-than-temporary diminution in value, determined on the specific
identification basis. Profit or loss on sale of investments is determined as the difference between the sale price and carrying
value of investment, determined individually for each investment. Cost of investments sold is arrived using average method.
h) FOREIGN CURRENCY TRANSLATIONS
Income and expense in foreign currencies are converted at exchange rates prevailing on the date of the transaction. Any
income or expense on account of exchange difference either on settlement or on translation at the balance sheet date is
recognized in Profit & Loss Account in the year in which it arises.
i) BORROWING COSTS
Borrowing costs that are attributable to the acquisition or construction of qualifying assets are capitalised as part of the cost
of such assets. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All
other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred.
j) PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS
194Provision involving substantial degree of estimation in measurement is recognized when there is a present obligation as a
result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but
are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.
k) REVENUE RECOGNITION
Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue
can be reliably measured. Sales are recognized on transfer of significant risk and ownership which generally coincide with
the dispatch of the goods.
l) OTHER INCOME
Interest Income on fixed deposit is recognized on time proportion basis. Other Income is accounted for when right to receive
such income is established.
m) TAXES ON INCOME
Income taxes are accounted for in accordance with Accounting Standard (AS-22) – “Accounting for taxes on income”,
notified under Companies (Accounting Standard) Rules, 2021. Income tax comprises of both current and deferred tax.
Current tax is measured on the basis of estimated taxable income and tax credits computed in accordance with the provisions
of the Income Tax Act, 1961.
The tax effect of the timing differences that result between taxable income and accounting income and are capable of reversal
in one or more subsequent periods are recorded as a deferred tax asset or deferred tax liability. They are measured using
substantially enacted tax rates and tax regulations as of the Balance Sheet date.
Deferred tax assets arising mainly on account of brought forward losses and unabsorbed depreciation under tax laws, are
recognized, only if there is virtual certainty of its realization, supported by convincing evidence. Deferred tax assets on
account of other timing differences are recognized only to the extent there is a reasonable certainty of its realization.
n) CASH AND BANK BALANCES
Cash and cash equivalents comprises Cash-in-hand, Current Accounts, Fixed Deposits with banks. Cash equivalents are short-
term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that
are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value. Other
Bank Balances are short-term balance ( with original maturity is more than three months but less than twelve months).
o) EARNINGS PER SHARE
Basic earning per share is computed by dividing the profit/ (loss) after tax (including the post tax effect of extraordinary
items, if any) by the weighted average number of equity share outstanding during the year. Diluted earning per share is
computed by dividing the profit/ (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for
dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of equity shares which could have been issued on the conversion of all dilutive
potential equity shares.
p) EMPLOYEE BENEFITS
Defined Contribution Plan:
Contributions payable to the recognised provident fund, which is a defined contribution scheme, are charged to the statement
of profit and loss.
Defined Benefit Plan:
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. The plan
provides for lump sum payment to vested employees at retirement, death while in employment or on termination of
employment of an amount equivalent to 15 days salary payable for each completed year of service without any monetary
limit. Vesting occurs upon completion of five years of service. Provision for gratuity has been made in the books as per
actuarial valuation done as at the end of the year.
q) SEGMENT REPORTING
The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment
revenue, segment expenses, segment assets and segment liabilities have been identified to segments on the basis of their
195relationship to the operating activities of the segment. Inter-segment revenue is accounted on the basis of transactions which
are primarily determined based on market / fair value factors. Revenue and expenses have been identified to segments on the
basis of their relationship to the operating activities of the segment.
Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on
reasonable basis have been included under “unallocated revenue / expenses / assets / liabilities”.
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196RESULTS OF OUR OPERATIONS
Based on Financial Statements of Profit & Loss as Restated
(Amount ₹ in lakhs)
Partic ulars Consolidated Standalone
For the year ended For the year ended For the year ended
% of Total** % of Total** % of Total**
March 31, 2025 March 31, 2024 March 31, 2023
INCOME
Revenue from Operations 19,238.70 99.86% 11,930.36 97.10% 9,517.39 99.84%
Other Income 27.56 0.14% 356.86 2.90% 15.51 0.16%
Total Income (A) 19,266.26 100.00% 12,287.22 100.00% 9,532.90 100.00%
EXPENDITURE
Cost of material consumed 13,343.47 69.26% 6,179.87 50.30% 5,475.45 57.44%
Changes in inventories of work-in-progress (2,048.25) (10.63%) 288.14 2.35% (881.60) (9.25%)
Direct expense 1,172.67 6.09% 930.45 7.57% 1,655.81 17.37%
Employee benefits expense 1,252.18 6.50% 996.13 8.11% 1,240.90 13.02%
Finance costs 1,107.03 5.75% 1,184.85 9.64% 1,121.61 11.77%
Depreciation and amortization expense 253.27 1.31% 292.84 2.38% 313.43 3.29%
Other expenses 689.52 3.58% 354.93 2.89% 372.81 3.91%
Total Expenses (B) 15,769.89 81.85% 10,227.21 83.23% 9,298.42 97.54%
Profit before tax (A-B) 3,496.37 18.15% 2,060.01 16.77% 234.49 2.46%
Tax Expense/ (benefit)
(i) Current tax 941.95 4.89% 655.85 5.34% 131.18 1.38%
(ii) Deferred tax expenses / (credit) (0.07) (0.00%) (19.12) (0.16%) (46.05) (0.48%)
Net tax expense / (benefit) 941.88 4.89% 636.73 5.18% 85.13 0.89%
Profit for the Year before Minority interest 2,554.49 13.26% 1,423.28 11.58% 149.36 1.57%
Minority Interest (0.27) (0.00%) - - - -
Profit for the Year 2,554.76 13.26% 1,423.28 11.58% 149.36 1.57%
**Total refers to Total Revenue
197Components of our Profit and Loss Account
Income
Our total income comprises of revenue from operations and other income.
Revenue from Operations
The Revenue from operations as a percentage of our total income was 99.86%, 97.10% and 99.84% for the Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023 respectively.
(Amount ₹ in Lakhs)
Consolidated Standalone Standalone
Particulars For the year ended 31 For the year ended 31 For the year ended 31
March 2025 March 2024 March 2023
Revenue from Sale of Products 19,238.70 11,930.36 9,517.39
Total 19,238.70 11,930.36 9,517.39
Other Income
Our other Income consists of Interest on Deposits, Interest on Income Tax Refund, Foreign exchange gain, Miscellaneous income,
Profit on sale of Fixed assets and Reversal of gratuity provision.
(Amount ₹ in Lakhs)
Consolidated Standalone Standalone
Particulars
For the year ended 31 For the year ended 31 For the year ended 31
March 2025 March 2024 March 2023
Interest on fixed deposit income 12.59 14.22 13.96
Discount Received 6.23 - 0.40
Profit on sale of Asset 8.74
Exchange Rate Gain - - 0.09
Sale of Scrap - 29.50 -
Reversal of gratuity expense - - 1.06
Sundry Balances Written Back - 313.14 -
TOTAL 27.56 356.86 15.51
Expenditure
Our total expenditure primarily consists of Cost of material consumed, Direct expenses, Employee benefit expenses, finance
costs, Depreciation and Other Expenses.
Cost of material consumed
Our cost of material consumed comprises of Purchases of materials.
Direct expenses
Our direct expenses comprise of Freight expense, Service Charges, Rent, Electricity, Factory Repairs & Maintenance expenses,
Testing Charges, Labour expense, and other expenses.
Employee Benefit Expenses
Our employee benefits expense comprises of Salaries and wages, Staff Welfare, Director's Remuneration Contribution to Provident
fund and other fund and Provision for Gratuity.
Finance costs
Our Finance cost expenses comprise of Interest Expenses & other costs related to borrowings.
Other Expenses
Our other expenses primarily comprise of Auditor's remuneration, Advertisement and Business Promotion Expenses, Travelling &
Conveyance, Rates & Taxes, Professional and Consultancy Charges, Office Expenses, CSR expenses, Loss on foreign exchange,
Vehicle Maintenance, etc.
(Amount ₹ in Lakhs)
198Consolidated Standalone
Particulars For the year For the year For the year
ended 31 March ended 31 ended 31
2025 March 2024 March 2023
Audit Fee 24.00 24.00 24.00
Donation Expenses 6.05 7.83 2.20
CSR expenses 17.85 - 19.64
Professional and Consultancy Charges 157.75 54.76 113.37
Sundry balance written off 15.32 1.81 1.50
Vehicle Maintenance 15.89 9.89 15.27
Office maintenance 24.88 33.09 37.85
Printing, Postage and Stationery 5.45 7.03 10.12
Rates & Taxes 87.44 29.38 19.26
Legal fees 0.79 9.85 0.99
Telephone Charges 6.58 7.68 8.20
Travelling & Conveyance 117.08 62.40 81.55
Research and Development expense - - -
Advertisement and Business Promotion Expenses 206.71 107.21 38.86
Loss on foreign exchange 3.73 - -
689.52 354.93 372.81
Provision for Tax
The provision for current taxation is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing
differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted or
subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that there is a
virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can be realized in
future.
Fiscal 2025 compared with Fiscal 2024
Revenue from Operations
The Revenue from Operations of our company for Fiscal year 2025 was ₹ 19,238.70 Lakhs against ₹ 11,930.36 Lakhs for Fiscal
year 2024. An increase of 61.26% in revenue from operations. This increase was due to post-covid recovery of the industry,
supported by improved market demand and enhanced execution of orders.
Other Income
The other income of our company for fiscal year 2025 was ₹ 27.56 Lakhs against ₹ 356.86 for Fiscal year 2024. The decrease of
92.28% in other income. This decrease was primarily on account of the absence of one-time income recorded in FY24 from write-
back of certain liabilities no longer required.
Total Income
The total income of the company for fiscal year 2025 was ₹ 19,266.26 Lakhs against ₹ 12,287.22 Lakhs of total income for Fiscal
year 2024 with an increase of 56.80% in total income. This increase was primarily due to This increase was due to post-covid
recovery of the industry, supported by improved market demand and enhanced execution of orders.
Expenditure
Cost of material consumed
In Fiscal 2025, cost of material consumed were ₹ 13,343.47 Lakhs against ₹6,179.87 Lakhs of Cost of material consumed in fiscal
2024. An increase of 115.92%. This increase was directly related to increase in revenue.
Direct Expenses
199In Fiscal 2025, the Company incurred Direct expenses of ₹ 1,172.67 Lakhs against ₹ 930.45 Lakhs of Direct expenses in
fiscal 2024. An increase of 26.03%. This increase was due to was directly related to increase in revenue.
Employee Benefit Expenses
In Fiscal 2025, the Company incurred employee benefit expenses of ₹ 1,252.18 Lakhs against ₹ 996.13 Lakhs expenses in Fiscal
2024. An increase of 25.70%. This increase was due to hiring of qualified labours to improve the production process.
Finance Costs
The finance costs for the Fiscal 2025 were ₹ 1,107.03 Lakhs while it was ₹ 1,184.85 Lakhs for Fiscal 2024. An decrease of 6.57%.
This decrease was due to reduction in borrowings.
Other Expenses
In Fiscal 2025, our other expenses were ₹ 689.52 Lakhs and ₹ 354.93 Lakhs in Fiscal 2024. An increase of 94.27%. This increase
was primarily on account of higher administrative and operational expenses in line with the scale-up of business.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2025 of ₹ 3,496.37 Lakhs against profit before tax of ₹ 2,060.01 Lakhs
in Fiscal 2024. This improvement was mainly attributable to strong revenue growth and better absorption of fixed costs, leading
to improved operating leverage.
Profit after Tax
Profit after tax for the Fiscal 2025 were at ₹ 2,554.76 Lakhs against profit after tax of ₹ 1,423.28 Lakhs in fiscal 2024, An Increase
of 79.50%. This improvement was mainly attributable to strong revenue growth and better absorption of fixed costs, leading to
improved operating leverage.
Fiscal 2024 compared with fiscal 2023
Revenue from Operations
The Revenue from Operations of our company for fiscal year 2024 was ₹ 11,930.36 Lakhs against ₹ 9,517.39 Lakhs for Fiscal
year 2023. An increase of 25.35% in revenue from operations. This increase was due to post-covid recovery of the industry,
supported by improved market demand and enhanced execution of orders.
Other Income
The other income of our company for fiscal year 2024 was ₹ 356.86 Lakhs against ₹ 15.51 for Fiscal year 2023. The increase of
2,200.84% in other income. This increase was due to write-back of certain liabilities no longer required, which were recognized
in accordance with applicable accounting standards, as well as sale of scrap materials.
Total Income
The total income of the company for fiscal year 2024 was ₹ 12,287.22 Lakhs against ₹ 9,532.90 Lakhs of total income for Fiscal
year 2023 with an increase of 28.89% in total income. This increase was primarily due to higher revenue from operations, supported
by improved market demand and enhanced execution of orders
Expenditure
Cost of material consumed
In Fiscal 2024, cost of material consumed were ₹6,179.87 Lakhs against ₹5,475.45 Lakhs of Cost of material consumed in fiscal
2023. An increase of 12.87%. This increase was due to attributable to higher production volumes driven by increased revenue
from operations and improved order execution, and while the proportionate increase remained lower due to the efficient use of raw
materials and better production planning.
Direct Expenses
In Fiscal 2024, the Company incurred Direct expenses of ₹930.45 Lakhs against ₹1,655.81 Lakhs of Direct expenses in fiscal
2023. A decrease of 43.81%. This decrease was due to measures taken by the management to reduce the direct cost,
implement more efficient manufacturing practices and optimized transportation costs.
200Employee Benefit Expenses
In Fiscal 2024, the Company incurred employee benefit expenses of ₹996.13 Lakhs against ₹1,240.90 Lakhs expenses in fiscal 2023.
A decrease of 19.73%. This decrease was due to measures taken by the management to reduce labour cost and bringing the
workforce into optimal level.
Finance Costs
The finance costs for the Fiscal 2024 were ₹ 1,184.85 Lakhs while it was ₹ 1,121.61 Lakhs for Fiscal 2023. An increase of 5.64%.
This increase was due to increase due to increase in borrowings and costs associated with it.
Other Expenses
In fiscal 2024, our other expenses were ₹ 354.93 Lakhs and ₹ 372.81 Lakhs in fiscal 2023. A decrease of 4.80%. This reduction
was mainly attributable to better cost control measures, optimization of administrative overheads.
Profit before Tax
Our Company had reported a profit before tax for the Fiscal 2024 of ₹ 2,060.01 Lakhs against profit before tax of ₹ 234.49 Lakhs
in Fiscal 2023. An increase of 778.54%. This increase was primarily driven by higher revenue from operations, improved gross
margins, and better absorption of fixed costs due to increased capacity utilization. The Company also benefited from tighter control
over operating expenses and a rise in other income, contributing to the overall profitability
Profit after Tax
Profit after tax for the Fiscal 2024 were at ₹ 1,423.28 Lakhs against profit after tax of ₹ 149.36 Lakhs in fiscal 2023, An Increase
of 852.92%. This increase was primarily driven by higher revenue from operations, improved gross margins, and better absorption
of fixed costs due to increased capacity utilization. The Company also benefited from tighter control over operating expenses and
a rise in other income, contributing to the overall profitability.
Cash Flows
(Amount ₹ in lakhs)
Consolidated Standalone
For the year For the year For the year
Particulars
ended March 31, ended March 31, ended March 31,
2025 2024 2023
Net Cash Flow from/ (used in) Operating Activities (444.60) 346.32 1,007.92
Net Cash Flow from/ (used in) Investing Activities (615.77) 318.52 258.33
Net Cash Flow from/ (used in) Financing Activities 1,271.37 (748.27) (2,064.02)
Cash Flows from Operating Activities
1. Net cash flow used in operating activities was ₹ 444.60 Lakhs. This comprised of the net profit before tax of ₹ 3,496.37
Lakhs, which was primarily adjusted for Depreciation and Amortisation expense of ₹ 253.27 Lakhs, Interest expense of ₹
990.93 Lakhs, Interest income of ₹ 12.59 Lakhs, Gratuity provision of ₹ 6.92 Lakhs, Sundry Balance Written Off of ₹ 15.32
Lakhs, Unrealised Realised Forex Exchange Gain of ₹ 3.73 Lakhs and Profit on Sale of Asset ₹ 8.74 Lakhs. The resultant
operating profit before working capital changes was ₹ 4,745.21 Lakhs, which was primarily adjusted for an increase in
Trade Receivables of ₹ 2,604.56 Lakhs, Inventories of ₹ 1,663.60 Lakhs, Other Non-Current Assets of ₹ 231.14 Lakhs, and
Loans and Advances of ₹ 283.28 Lakhs and Other Current Assets (including other bank balances) of ₹ 13.94 Lakhs.
Additionally, there was an increase in Trade Payables of ₹ 411.80 Lakhs and decrease in Other Current Liabilities &
Provisions of ₹ 337.88 Lakhs.
Cash generated from operations was ₹ 22.61 Lakhs, which was reduced by Income tax paid of ₹ 467.21 Lakhs, resulting
into net cash flow used in operating activities of ₹ 444.60 Lakhs.
2. Net cash flow from operating activities was ₹ 346.32 Lakhs. This comprised of the net profit before tax of ₹ 2,060.01 Lakhs,
which was primarily adjusted for Depreciation and Amortisation expense of ₹ 292.84 Lakhs, Interest expense of ₹ 1,145.79
Lakhs, Interest income of ₹ 14.22 Lakhs, Gratuity provision of ₹ 31.47 Lakhs, Sundry Creditors Written Back of ₹ 313.14
Lakhs and Sundry balance written off of ₹ 1.81 Lakhs. The resultant operating profit before working capital changes was ₹
3,204.56 Lakhs, which was primarily adjusted for an increase in Trade Receivables of ₹ 5,294.07 Lakhs, Other Non-Current
Assets of ₹ 172.64 Lakhs, and decrease in Loans and Advances of ₹ 412.14 Lakhs, Inventories of ₹ 452.10 Lakhs and Other
201Current Assets (including other bank balances) of ₹ 109.74 Lakhs. Additionally, there was an increase in Trade Payables
of ₹ 1,082.87 Lakhs and Other Current Liabilities & Provisions of ₹ 587.90 Lakhs.
Cash generated from operations was ₹ 382.60 Lakhs, which was reduced by Income tax paid of ₹ 36.28 Lakhs, resulting
into net cash flow from operating activities of ₹ 346.32 Lakhs.
3. Net cash flow from operating activities was ₹ 1,007.92 Lakhs. This comprised of the net profit before tax of ₹ 234.49 Lakhs,
which was primarily adjusted for Depreciation and Amortisation expense of ₹ 313.43 Lakhs, Interest expense of ₹ 1,013.22
Lakhs, Gratuity expense of ₹ 1.06 Lakhs, Interest income of ₹ 13.96 Lakhs, Unrealised Realised Forex Exchange Gain of
₹ 0.09 Lakhs and Sundry balance written off of ₹ 1.50 Lakhs. The resultant operating profit before working capital changes
was ₹ 1,547.71 Lakhs, which was primarily adjusted for an increase in Loans and Advances of ₹ 668.21 Lakhs, Inventories
of ₹ 985.85 Lakhs, and decrease in Other Non-Current Assets of ₹ 2.14 Lakhs, Other Current Assets (including other bank
balances) of ₹ 43.59 Lakhs, and a and Trade Receivables of ₹ 1,538.41 Lakhs. Additionally, there was a decrease in Trade
Payables of ₹ 367.30 Lakhs and Other Current Liabilities & Provisions of ₹ 34.82 Lakhs.
Cash generated from operations was ₹ 1,076.67 Lakhs, which was reduced by direct tax paid of ₹ 68.75 Lakhs, resulting
into net cash flow from operating activities of ₹ 1,007.92 Lakhs.
Cash Flows from Investment Activities
1. For the year ended March 31, 2025, net cash used in investing activities was ₹ 615.77 Lakhs, which primarily comprised
of cash outflow in capital advances of ₹ 72.54 Lakhs, interest income received of ₹ 12.59 Lakhs, Purchase of property, plant
& equipment and intangible assets of ₹ 567.32 Lakhs and Proceeds from Sale of Purchase of property, plant & equipment
of ₹ 11.50 Lakhs.
2. For the year ended March 31, 2024, net cash generated from investing activities was ₹ 318.52 Lakhs, which primarily
comprised of decrease in capital advances of ₹ 394.19 Lakhs, interest income received of ₹ 14.22 Lakhs and purchase of
property, plant & equipment and intangible assets of ₹ 89.89 Lakhs.
3. For the year ended March 31, 2023, net cash generated from investing activities was ₹ 258.33 Lakhs, which primarily
comprised of decrease in capital advances of ₹ 450.00 Lakhs, interest income received of ₹ 13.96 Lakhs and purchase of
property, plant & equipment and intangible assets of ₹ 205.63 Lakhs.
Cash Flows from Financing Activities
1. For the year ended March 31, 2025, net cash used in financing activities was ₹ 1,271.37 Lakhs, which primarily comprised
of interest cost paid of ₹ 1,037.06 Lakhs and proceeds from long term borrowings of ₹ 144.59 Lakhs, repayment of long-
term borrowings of ₹ 22.88 Lakhs, proceeds from short term borrowings of ₹ 654.00 Lakhs, repayment of long-term
borrowings of ₹ 1,158.23 Lakhs and Proceeds from Fresh Shares issued during the year of ₹ 2,690.95 Lakhs.
2. For the year ended March 31, 2024, net cash used in financing activities was ₹ 748.27 Lakhs, which primarily comprised
of interest cost paid of ₹ 1,106.69 Lakhs and Proceeds from Long term Borrowings of ₹ 8.86 Lakhs, Repayment of Long-
term Borrowings of ₹ 92.49 Lakhs, Proceeds from Short term Borrowings of ₹ 494.12 Lakhs, Repayment of Short-term
Borrowings of ₹ 52.07 Lakhs.
3. For the year ended March 31, 2023, net cash used in financing activities was ₹ 2,064.02 Lakhs, which primarily comprised
of interest cost paid of ₹ 1,000.86 Lakhs and Proceeds from Long term Borrowings of ₹ 34.19 Lakhs, Repayment of Long-
term Borrowings of ₹ 229.85 Lakhs, Proceeds from Short term Borrowings of ₹ 98.58 Lakhs, Repayment of Short-term
Borrowings of ₹ 966.08 Lakhs.
OTHER MATTERS
1. Unusual or infrequent events or transactions
Except COVID-19 or any such kind of pandemic and as described in this Prospectus, there have been no other events or
transactions to the best of our knowledge which may be described as “unusual” or “infrequent”.
2. Significant economic changes that materially affected or are likely to affect income from continuing Operations
Other than as described in the Section titled “Financial Information” and chapter titled “Management’s Discussion and
Analysis of Financial Conditions and Results of Operations,” beginning on Page 180 and 192 respectively of this Prospectus,
to our knowledge there are no significant economic changes that materially affected or are likely to affect income from
continuing Operations.
2023. Known trends or uncertainties that have/had or are expected to have a material adverse impact on revenue or income from
continuing operations
Apart from the risks as disclosed under Chapter titled “Risk Factors” beginning on page no. 33 in this Prospectus, in our opinion
there are no other known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or
income from continuing operations.
4. Future changes in relationship between costs and revenues, in case of events such as future increase in labour or material
costs or prices that will cause a material change are known
Our Company’s future costs and revenues will be determined by demand/supply situation, both of the end services as well as
the government policies and other economic factor
5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products
or increased sales prices.
Increases in revenues are by and large linked to increases in volume of business and also dependent on the price realization on
our products/services.
6. Total turnover of each major industry segment in which the issuer company operated.
Relevant Industry data and, as available, has been included in the chapter titled “Industry Overview” beginning on page no.
106 of this Prospectus.
7. The extent to which business is seasonal.
Our business is dependent to a certain extent on the seasonal, environmental and climate changes. Hence, our business is seasonal
in nature.
8. Any significant dependence on a single or few suppliers or customer
Our business is dependent on few clients. Our top 10 customers contributed 92.52%, 91.93%% and 95.07% of revenue from
operations for F.Y. ending on 2024-25, 2023-24, and 2022-23 respectively.
203SECTION VII: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, there are no outstanding: (a) criminal proceedings; (b) actions by statutory or regulatory
authorities; (c) claims relating to direct and indirect taxes; or (d) Material Litigation (as defined below); involving our Company,
its Directors, the Promoters, its KMPs and SMPs and the Group Companies ("Relevant Parties"). Further, there are no disciplinary
actions (including penalties) imposed by SEBI or the Stock Exchanges against our Promoters in the last five (5) FYs, including any
outstanding action.
For the purpose of material litigation in (d) above, our Board in its meeting held on June 19, 2025 has considered and adopted the
following policy on materiality for identification of material outstanding litigation involving the Relevant Parties (“Materiality
Policy”). In accordance with the Materiality Policy, all outstanding litigation, including any litigation involving the Relevant
Parties, other than criminal proceedings and actions by regulatory authorities and statutory authorities, will be considered material
if: (i) the omission of an event or information, whose value or the expected impact in terms of value exceeds the limits as prescribed
under the SEBI Listing Regulations (as amended from time to time) i.e., a. two percent of turnover, as per the last audited
consolidated financial statements of the Company; or b. two percent of net worth, except in case of the arithmetic value of the
networth is negative, as per the last audited consolidated financial statements of the Company; or c. five percent of the average of
absolute value of profit or loss after tax, as per the last three audited consolidated financial statements of the Company. Accordingly,
any transaction exceeding the lower of a., b. or c. herein mentioned i.e. ₹68.79 lakhs, will be considered for the herein mentioned
purpose.; or (ii) where the decision in one case is likely to affect the decision in similar cases, even though the amount involved in
individual litigation does not exceed the amount determined as per clause (a) herein mentioned, and the amount involved in all of
such cases taken together exceeds the amount determined as per clause (i) herein mentioned; and (iii) any such litigation which
does not meet the criteria set out in (a) herein mentioned and an adverse outcome in which would materially and adversely affect
the operations or financial position of the Company.
It is clarified that for the above purposes, pre-litigation notices received by Relevant Parties, unless otherwise decided by our Board,
are not evaluated for materiality until such time that the Relevant Parties are impleaded as defendants in litigation proceedings
before any judicial forum.
Except as stated in this Section, there are no outstanding material dues to creditors of our Company. For this purpose, our Board
has considered and adopted a policy of materiality for identification of material outstanding dues to creditors by way of its resolution
dated August 21, 2025. In terms of the materiality policy, creditors of our Company to whom amounts outstanding dues to any
creditor of our Company exceeding ₹ 319.64 Lakhs as per the Restated Consolidated Financial Statements of our Company disclosed
in this Prospectus, would be considered as material creditors. The trade payables of our Company for the Fiscal 2025 were ₹
6,392.70. Details of outstanding dues to micro, small and medium enterprises and other creditors separately giving details of number
of cases and amount involved, shall be uploaded and disclosed on the website of the Company as required under the SEBI ICDR
Regulations.
For outstanding dues to any micro, small or medium enterprise, the disclosure shall be based on information available with our
Company regarding the status of the creditor as defined under the Micro, Small and Medium Enterprises Development Act, 2006
as amended, read with the rules and notification thereunder, as amended, as has been relied upon by the Statutory Auditors.
Unless stated to the contrary, the information provided below is as of the date of this Prospectus.
All terms defined in a particular litigation disclosure pertains to that litigation only.
I. Litigation involving our Company.
A. Litigation filed against our Company.
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
1. Showcause notices bearing nos. SCN/ADJ/08-2025/CN/02428, SCN/ADJ/08-2025/CN/02446, SCN/ADJ/08-
2025/CN/02447 and SCN/ADJ/08-2025/CN/02448
The Registrar of Companies, Chennai, has issued four showcause notices bearing nos. SCN/ADJ/08-2025/CN/02428,
SCN/ADJ/08-2025/CN/02446, SCN/ADJ/08-2025/CN/02447 and SCN/ADJ/08-2025/CN/02448, dated August 29, 2025,
204against Airfloa Rail Technology Limited and its directors Venkatesan Dakshinamoorthy and Manikandan Dakshna moorthy
for non-compliance with CSR provisions under Section 135 of the Companies Act, 2013. The Company had filed an
application for adjudication under Section 135(5) and Section 135(6) of the Companies Act, 2013 in relation to unspent
Corporate Social Responsibility (“CSR”) obligations through Form GNL-1 on May 08, 2025 vide SRN: N30641906.
The details of unspent CSR obligations and corresponding penalties levied by the ROC are as under:
1. FY 2019–20: Unspent CSR – ₹17,27,343; Penalty – ₹17,27,343 on the Company and ₹1,72,734 on each director.
2. FY 2020–21: Unspent CSR – ₹25,99,631; Penalty – ₹25,99,631 on the Company and ₹2,00,000 each on the directors
(capped at statutory limit).
3. FY 2021–22: Unspent CSR – ₹27,12,722; Penalty – ₹27,12,722 on the Company and ₹2,00,000 each on the directors
(capped).
4. FY 2022–23: Unspent CSR – ₹19,64,272; Penalty – ₹19,64,272 on the Company and ₹1,96,427 on each director.
Although the Company has since transferred the said unspent CSR amount to the Prime Minister’s National Relief Fund in
December 2024, the ROC has nevertheless held the Company and its directors liable under Section 135(7) of the Act and
has called upon them to show cause, on or before September 13, 2025, as to why penal action should not be initiated.
3. Material civil proceedings
Nil
B. Litigation filed by our Company.
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent ascertainable (in Rs. lakhs)^
Direct Tax 8* 66.17
Indirect Tax 2# 39.89
Total 9 106.06
^Rounded off to the closest decimal
*Includes:
(i) income tax demand amounting to ₹41,740 under section 270A of the IT Act for AY 2022, ₹14,28,386 under section 143(1)(a) of the IT Act for AY 2021,
and ₹7,87,830 under section 143(3) of the IT Act for AY 2020, ₹1,50,000 under section 271B of the IT Act for AY 2020, ₹6,60,636 under section 143(1)(a)
of the IT Act for AY 2019, and ₹3,06,466 under section 270A of the IT Act for AY 2018.
(ii) TDS Traces demand amounting to ₹270 for financial year 2025-26, ₹2,11,180 for financial year 2024-25, ₹13,01,730 for financial year 2023-24,
₹5,23,610 for financial year 2022-23, ₹1,38,100 for financial year 2021-22 and ₹22,26,380 for financial year 2020-21.
# Includes:
(i) GST demand amounting to ₹20,01,526 vide order dated August 20, 2024 under section 73(9) of the CGST Act, 2017 and TNGST Act, 2017. Our
Company has filed an appeal against the said order.
(ii) GST demand amounting to ₹19,87,584 vide order dated February 27, 2024 under section 73(9) of the CGST Act, 2017 and TNGST Act, 2017. Our
Company has filed an appeal against the said order.
II. Litigation involving our Subsidiaries
A. Litigation filed against our Subsidiaries
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
205B. Litigation filed by our Subsidiaries
1. Criminal proceedings
Nil .
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil
III. Litigation involving our Directors (other than Promoters)
A. Litigation filed against our Directors (other than Promoters)
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Directors (other than Promoters)
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)
Direct Tax 1* 2.34
Indirect Tax Nil Nil
Total 1 2.34
* Includes income tax demand amounting to ₹2,34,385 under section 143(1)(a) of the IT Act for AY 2011 against Sudhanshu Mani.
IV. Litigation involving our Promoters
A. Litigation filed against our Promoters
1. Criminal proceedings
Nil
2062. Outstanding actions by regulatory and statutory authorities
Nil
3. Material civil proceedings
Nil
B. Litigation filed by our Promoters
Nil.
1. Criminal proceedings
Nil
2. Material civil proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)
Direct Tax 2* 17.39
Indirect Tax Nil Nil
Total 2 17.39
* Includes income tax demand amounting to ₹86,820 under section 154 of the IT Act for AY 2017 and ₹16,52,235 under section 154 of the IT Act for AY
2008 against Manikandan Dakshinamoorthy.
V. Litigation involving our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and
Promoters)
A. Litigation filed against our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and
Promoters)
1. Criminal proceedings
Nil
2. Outstanding actions by regulatory and statutory authorities
Nil
B. Litigation filed by our Key Managerial Personnel and Senior Managerial Personnel (Other than Directors and Promoters)
1. Criminal proceedings
Nil
C. Tax proceedings
Particulars Number of cases Aggregate amount involved to the extent
ascertainable (in Rs. lakhs)^
Direct Tax 1* 9.24
Indirect Tax Nil Nil
Total 1 9.24
^ Rounded off to closest decimal
* Includes income tax demand amounting to ₹9,24,326 under section 143(1)(a) of the IT Act for AY 2009 against Thygarajan Sivakumar.
Outstanding dues to creditors
207Our Board, in its meeting held on August 21, 2025 has considered and adopted the Materiality Policy. In terms of the Materiality
Policy, creditors of our Company, to whom an amount ₹ 319.63 Lakhs as on the date of the latest period in the Restated Financial
Statements was outstanding, were considered material creditors.
Based on this criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined under
Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and other creditors, as at March
31, 2025 by our Company, are set out below:
Type of creditors Number of creditors Consolidated
Amount involved
(in Rs. lakhs)
Material creditors 4 2,538.14
Micro, Small and Medium Enterprises 2 35.07
Other creditors 456 3,819.49
Total 462 6,392.70
The details pertaining to net outstanding dues towards our material creditors as on March 31, 2025 (along with the names and
amounts involved for each such material creditor) are available on the website of our Company at
https://www.airflow.co.in/investor-relation/ . It is clarified that such details available on our website do not form a part of this
Prospectus.
Material Developments
Other than as stated in the section entitled "Management’s Discussion and Analysis of Financial Condition and Results of
Operations – Significant Developments after March 31, 2025" on beginning on page 192, there have not arisen, since the date of
the last financial information disclosed in this Prospectus, any circumstances which materially and adversely affect, or are likely to
affect, our operations, our profitability taken as a whole or the value of our consolidated assets or our ability to pay our liabilities
within the next 12 months.
208GOVERNMENT AND OTHER STATUTORY APPROVALS
We have set out below an indicative list of approvals obtained by our Company and our Material Subsidiaries which are considered
material and necessary for the purpose of undertaking this Issue and carrying on our present business activities. In view of these
key approvals, our Company can undertake this Issue and its business activities. In addition, certain of our key approvals may
expire in the ordinary course of business and our Company will make applications to the appropriate authorities for renewal of
such key approvals, as necessary. Unless otherwise stated herein and in the section “Risk Factors” beginning on page 33, these
material approvals are valid as of the date of this Prospectus. For details in connection with the regulatory and legal framework
within which we operate, see “Key Regulations and Policies” on page 146.
The main objects clause of the Memorandum of Association and objects incidental to the main objects enable our Company to
undertake its present business activities.
Following statement sets out the details of licenses, permissions and approvals obtained by the Company under various central and
state legislations for carrying out its business activities.
Our Company is in the process to submit necessary application(s) with all regulatory authorities for change of its name in the
approvals, licenses, registrations and permits issued to our Company.
I. Material approvals obtained in relation to the Issue
a. The Board of Directors has, pursuant to a resolution passed at its meeting held on December 12, 2024, authorized the Issue,
subject to the approval of the shareholders of the Company under Section 62 of the Companies Act, 2013 and approvals by
such other authorities, as may be necessary.
b. The shareholders of the Company have, pursuant to a special resolution passed in the shareholders meeting held on
December 13, 2024, authorized the Issue under Section 62 of the Companies Act, 2013, subject to approvals by such
other authorities, as may be necessary.
c. The Company has obtained the in-principle listing approval from SME platform of BSE Limited, dated August 11, 2025.
II. Material approvals obtained by our Company in relation to our business and operations
Our Company have obtained the following material approvals to carry on our business and operations. Some of these may
expire in the ordinary course of business and applications for renewal of these approvals are submitted in accordance with
applicable procedures and requirements.
A. Incorporation details of our Company
a. Our Company was originally incorporated as a private limited company in the name of ‘Air Flow Equipments (India) Pvt
Ltd’ vide Certificate of Incorporation dated December 14, 1998, issued by the Registrar of Companies.
b. Fresh Certificate of Incorporation dated August 27, 2024 issued to our Company by the RoC pursuant to change in name
of our Company from ‘Air Flow Equipments (India) Pvt Ltd’ to Airfloa Rail Technology Private Limited’
c. Fresh Certificate of Incorporation dated November 15, 2024 issued to our Company by the RoC, pursuant to the conversion
of our Company from private limited to public limited and the ensuing change in the name of our Company from ‘Airfloa
Rail Technology Private Limited’ to ‘Airfloa Rail Technology Limited’
B. Tax related approvals obtained by our Company
Sr. Nature of Registration/License/Certific Issuing Date of Issue Date of
No. Registration/ ate No. Authority Expiry
License
1.
Permanent Account AACCA9641E Income Tax December 14, Valid till
Number (PAN) Department 1998 cancelled
2.
Tax Deduction CHEA03129A Income Tax September 16, Valid till
Account Number Department 2004 cancelled
209Sr. Nature of Registration/License/Certific Issuing Date of Issue Date of
No. Registration/ ate No. Authority Expiry
License
(TAN)
3.
GST Registration 33AACCA9641E1ZY Goods and July 01, 2017 Valid till
Certificate Services Tax cancelled
Department
4.
Professional Tax – 009/019/900273 Tamil Nadu March 01, Valid till
Tamil Nadu – 4D, State Tax 2025 cancelled
Boopathy Nagar Department
Industrial Area,
Kilkattalai, Chennai,
Kancheepuram,
Tamil Nadu *
5.
Professional Tax- 2024-2025/1/4/33/4/242 Tamil Nadu February 28, Valid till
Tamil Nadu – 127, State Tax 2025 cancelled
Mettupalayam Road, Department
Panrutti Village,
Sriperumbudur
Taluk,
Kancheepuram *
* Our Company has disclosed details of payments made for Professional Tax in the above table. However, a Professional
Tax Registration Certificate is not issued in Tamil Nadu
C. Regulatory & Labour / employment related approvals obtained by our Company:
Sr. Nature of Registration/Licens Issuing Authority Date of Issue Date of
No. Registration/ License e/Certificate No. Expiry
1.
Certificate of TBTAM0060488000 Employees’ March 28, 2017 Valid till
registration – Provident Fund cancelled
Employee’s Provident Organisation,
Fund Code - No:9, Ministry of Labour
Chelliamman Koil and Employment
Street, Keelkattalai,
Chennai
2.
Certificate of TNAMB1622562000 Employees’ July 17, 2017 Valid till
registration – Provident Fund cancelled
Employee’s Provident Organisation,
Fund Code- 127, Ministry of Labour
Mettupalayam Road, and Employment
Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
3.
Certificate of 51000827780000606 Employees’ State October 27, 2010 Valid till
registration – ESIC – Insurance cancelled
No:9, Chelliamman Corporation
Koil Street,
Keelkattalai, Chennai
4.
Certificate of 51510827780010606 Employees’ State March 11, 2017 Valid till
registration – ESIC – Insurance cancelled
127, Mettupalayam Corporation
Road, Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
5.
UDYAM Registration UDYAM-TN-02- Ministry of Micro, September 19, Valid till
Certificate 0011162 Small and Medium 2020 cancelled
Enterprises,
210Sr. Nature of Registration/Licens Issuing Authority Date of Issue Date of
No. Registration/ License e/Certificate No. Expiry
Government of India
6.
Importer-Exporter 0405027061 Ministry of January 16, 2006 Valid till
Code Registration Commerce and cancelled
Industry
7.
Shops and TNCPTAILSTMSE- Labour Department, May 08, 2025 Valid till
Establishment 6-25-00297 Government of cancelled
Registration Certificate Tamil Nadu
-Registered Office –
No:9, Chelliamman
Koil Street,
Keelkattalai, Chennai
8.
Fire NOC – Registered 242585/A/2024 Fire & Rescue December 13, December
Office – No:9, Services, Chennai 2024 12, 2025
Chelliamman Koil South District
Street, Keelkattalai,
Chennai
9.
License to work a KPM09221 Directorate of February 20, December
factory- 4D, Boopathy Factories, Govt of 2025 31, 2025
Nagar Industrial Area, Tamil Nadu
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu
10.
Certificate of Stability SS/UPL(PS)/ST/204 Er. S. Sekar, March 05, 2025 March 04,
– 4D, Boopathy Nagar 5 Competent Person 2028
Industrial Area,
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu
11.
Consent to Operate 2505267810833 Tamil Nadu August 01, 2025 March 31,
(Air Act) - 4D, Pollution Control 2031
Boopathy Nagar Board
Industrial Area,
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu, 600117
12.
Consent to Operate 2505167810833 Tamil Nadu August 01, 2025 March 31,
(Water Act) - 4D, Pollution Control 2031
Boopathy Nagar Board
Industrial Area,
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu, 600117
13.
Fire NOC - 4D, 242661/A/2024 Fire & Rescue December 13, December
Boopathy Nagar Services, Chennai 2024 12, 2025
Industrial Area, South District
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu
14.
Form No.8 – Report of KM-9221/E.T./2023- Industrial Safety & March 05, 2025 Valid till
Examination of II/PV-1 Health, Chennai cancelled
Pressure Vessel of
Plant- 4D, Boopathy
Nagar Industrial Area,
211Sr. Nature of Registration/Licens Issuing Authority Date of Issue Date of
No. Registration/ License e/Certificate No. Expiry
Kilkattalai, Chennai,
Kancheepuram, Tamil
Nadu
15.
License to work a KPM09249 Directorate of February 21, December
factory- 127, Factories, Govt of 2025 31, 2025
Mettupalayam Road, Tamil Nadu
Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
16.
Certificate of stability GJ/AFR/DISH/ST/11 Er. G. Jayasankar, August 18, 2025 August 17,
– 127, Mettupalayam -2025 Competent Person 2025
Road, Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
17.
Consent to Establish – SPR/0149/2010 Tamil Nadu October 08, 2010 October 07,
(Water and Air) Pollution Control 2012
Board
127, Mettupalayam
Road, Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
18.
Consent to Operate – 2507264722 Tamil Nadu May 26, 2025 March 31,
(Air) 127, Pollution Control 2028
Mettupalayam Road, Board
Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
19.
Consent to Operate – 2507164722033 Tamil Nadu May 26, 2025 March 31,
(Water) 127, Pollution Control 2028
Mettupalayam Road, Board
Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
20.
Fire NOC - 127, 101/2025 Fire & Rescue February 14, February 13,
Mettupalayam Road, Services, 2025 2026
Panrutti Village, Kanchipuram
Sriperumbudur Taluk, District
Kancheepuram
21.
Diesel Generator Set KMP Electrical March 09, 2012 Valid till
NOC – 127, 1635/CEIG/D3/SC/2 Inspectorate, cancelled
Mettupalayam Road, 011-1 Government of
Panrutti Village, Tamil Nadu
Sriperumbudur Taluk,
Kancheepuram
22.
Health Clearance 1198/2025/A3 Department of February 20, February 19,
(Sanitary) Certificate – Public Health and 2025 2026
127, Mettupalayam Preventive Medicine
Road, Panrutti Village,
Sriperumbudur Taluk,
Kancheepuram
23.
NOC for Ground Water 001/2025-2026 Panruti Panchayat May 12, 2025 Valid till
Abstraction – 127, cancelled
Mettupalayam Road,
Panrutti Village,
Sriperumbudur Taluk,
212Sr. Nature of Registration/Licens Issuing Authority Date of Issue Date of
No. Registration/ License e/Certificate No. Expiry
Kancheepuram
24.
IRIS Certification 287614-2019-AQ- DNV Business September 14, September
Conformity assessment: IND-UNIFE Assurance 2022 13, 2025
2020 and based on Zertifizierung
ISO/TS 22163:2017* GmbH
25.
Certificate of Approval IRQS/250100179 Indian Register January 23, 2019 January 21,
- ISO 9001:2015** Quality Systems 2028
26. B001125
Quality Management AGQR February 21, February 19,
Certificate ISO Certifications 2025 2026
9001:2015*** Private Limited
27.
Certificate -Welding of TÜVRh/15085/CL1/ European October 30, 2024 October 29,
railway vehicles and 403/15/3 Committee for 2027
components according Welding of Railway
to EN 15085- Vehicles
2:2020+A1:2023
28.
Approval Letter - LA509 Hindustan June 22, 2021 June 21,
Vendor Registration Aeronautics Ltd 2026
(HAL)
29.
Approval as Registered 5036121 Principal Chief November 15, November
Supplier/Vendor Materials Manager, 2023 14, 2026
Integral Coach
Factory, Chennai
30.
Legal Entity Identifier 894500VSXKA357P LEI Register India March 12, 2025 March 14,
(LEI) FG290 Private Limited 2026
* for the activities of Design and Development and Manufacturing for the scopes of certification: 01 (Vehicle body), 02
(Vehicle fitting out), 07 (Interiors), 09 (Passenger Information Systems (PIS)), 13 (Doors, entrances), 14 (Heating,
Ventilating and Air Conditioning (HVAC)), 15 (Lighting), 19 (Single railway components), 20 (Components related to
special process work) Design & Development, Manufacture and installation of Interiors (Doors, Windows, Seats, Luggage
racks, Partitions, Ducts, Hand Rails, Panelling, FRP cladding) for Railway Applications. Manufacture and installation of
Passenger interiors (Lighting systems, Flooring, vehicle body) for Railway Applications. Installation and commissioning
of passenger information system & Automatic sliding doors for railway applications.
** Design & Development, Manufacture, Supply and Installation of Interiors, Exteriors and FRP Products for Railway
and FRP products for General Engineering Applications.
*** Manufacture and Supply of Car Body items such as Roof Assembly, Sidewall Assembly, Carline Assembly, End Wall
Assembly, Under Frame Assembly & Nose Cone Assembly for Railway Applications.
III. Material approvals or renewals for which applications are currently pending before relevant authorities
Nil
IV. Material approvals expired and renewal yet to be applied for
Nil
V. Material approvals required but not obtained or applied for
Nil
VI. Intellectual Property
As on the date of this Prospectus, our Company does not have registered trademark with the Registrar of Trademarks under
the Trademarks Act, 1999.
VII. Pending Intellectual property related approvals Application
213As on the date of this Prospectus, our Company has applied for the following trademark with the Registrar of Trademarks
under the Trademarks Act, 1999:
Date of Application Particulars of the Mark Trade Mark Application Class of
No. Registration
December 29, 2024 6779938 12
For risk associated with our intellectual property please see, “Risk Factors” beginning on page 33.
(The remainder of this page is intentionally left blank)
214OTHER REGULATORY AND STATUTORY DISCLOSURES
AUTHORITY FOR THE ISSUE
The Board of Directors has, pursuant to a resolution passed at its meeting held on December 12, 2024 authorized the Issue, subject
to the approval of the shareholders of the Company under Section 62(1)(c) and all other applicable provisions of the Companies
Act, 2013.
The shareholders of the Company have, pursuant to a special resolution passed in EGM held on December 13, 2024 authorized the
Issue under Section 62(1)(c) and all other applicable provisions of the Companies Act, 2013.
Our Company has received an In-Principle Approval letter dated August 11, 2025 from BSE for using its name in this Prospectus
for listing our shares on the BSE SME. BSE Limited is the Designated Stock Exchange for the purpose of this Issue.
PROHIBITION BY SECURITIES MARKET REGULATORS
Our Company, our Promoter, our Directors and our Promoter’s Group, person(s) in control of the promoter or issuer, have not been
prohibited from accessing the capital market or debarred from buying, selling, or dealing in securities under any order or direction
passed by the Board or any securities market regulators in any other jurisdiction or any other authority/court.
CONFIRMATIONS
1. Our Company, our Promoter, Promoter’s Group are in compliance with the Companies (Significant Beneficial Ownership)
Rules, 2018.
2. None of the Directors in any manner associated with any entities which are engaged in securities market related business and
are registered with the SEBI in the past five years.
3. There has been no action taken by SEBI against any of our Directors or any entity with which our Directors are associated as
Promoter or directors.
PROHIBITION BY RBI OR GOVERNMENTAL AUTHORITY
Neither our Company, nor our Promoter, nor the relatives (as defined under the Companies Act) of our Promoter, nor Group
Companies/Entities have been identified as wilful defaulters or Fraudulent Borrowers by the RBI or any other governmental
authority.
ELIGIBILITY FOR THE ISSUE
Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
• Neither our company, nor any of its promoters, promoter group or directors are debarred from accessing the capital market
by the Board.
• Neither our promoters, nor any directors of our company is a promoter or director of any other company which is debarred
from accessing the capital market by the Board.
• Neither our Promoters nor any of our directors is declared as Fugitive Economic Offender.
• Neither our Company, nor our Promoters, relatives (as defined under the Companies Act, 2013) of our Promoters nor our
directors, are Wilful Defaulters or a fraudulent borrower.
• There are no outstanding convertible securities or any other right which would entitle any person with any option to receive
equity shares of the company
Our Company is eligible for the Issue in accordance with Regulation 229(2) and other provisions of Chapter IX of the SEBI (ICDR)
Regulations 2018, as we are an Issuer whose post issue paid-up capital is more than 10 crores rupees and upto 25 Crores (twenty-
five crore rupees) and satisfying track record and / or other eligibility conditions of SME Platform of BSE and therefore can issue
Equity Shares to the public and propose to list the same on the SME Platform of BSE (“BSE SME”).
Further, as per Regulation 229 of the SEBI ICDR Regulation, 2018 and as amended and eligibility conditions of BSE SME, our
Company satisfies track record to get its specified securities listed.
• Our Company was incorporated under the provisions of the Companies Act, 1956 vide Certificate of Incorporation
dated on December 14, 1998 issued by the Registrar of Companies, Tamil Nadu. For and on behalf of the Jurisdictional
Registrar of Companies, Central Registration Centre as a Private Limited Company. Hence, our Company is in existence
for a period of 26 years on the date of filing of this Prospectus with BSE.
215• As on the date of this Prospectus, our Company has a total paid-up capital (face value) of ₹ 17,46,29,540 Lakhs
comprising 1,74,62,954 Equity Shares of ₹10/- each and the Post Issue paid-up Capital (face value) will be ₹ 2,397.00
Lakhs comprising 2,39,69,954 Equity Shares which shall be below ₹ 25 crores.
• The Company has a track record of at least 3 years as on the date of filing Draft Red Herring Prospectus.
• Based on the Standalone Restated Financial Statements, Company’s net worth for the 3 preceding financial years
preceding the application date is given below and it has Net worth of at least Rs. 1 crore for 2 preceding full financial
years:
(₹ in Lakhs)
Consolidated Standalone
Particulars March 31, March 31, March 31,
2025 2024 2023
Paid-up Share Capital 1,746.30 499.50 499.50
Reserves created out of the profits and 9,333.87 5,098.55 3,675.27
securities premium account and debit or
credit balance of profit
and loss account
Net worth 11,080.17 5,598.05 4,174.77
• Based on the Restated Financial Statements, Company’s Net Tangible Assets for the full financial year ended March
31, 2025 was more than Rs. 3 Crores and the working is given below
(₹ in Lakhs)
Particulars March 31, 2025
Net Worth 11,080.17
Less: Intangible Assets 0.86
Net Tangible Assets 11,079.31
• The Company confirms that it has operating profits (earnings before interest, depreciation and tax) of ₹ 1 Crore from
operations for at least two out of three previous financial years preceding the application date as per the Restated
Financial Statements.
(₹ in Lakhs)
Particulars March 31, 2025 March 31, 2024 March 31, 2023
EBITDA 4,740.84 3,457.92 1,468.46
Less: Other income 27.56 356.86 15.51
Operating profit 4,713.28 3,101.06 1,452.95
• The Leverage ratio (Total Debts to Equity) of the Company as on March 31, 2025 was 0.54 which is less than the limit of
3:1. The working is given below:
(₹ in Lakhs)
2025 2024 2023
As at As at As at
Current Current Current Current Current
March March Current year March
Period Period year Year year
31, 31, Denominator 31,
Numerator Denominator Numerator Denominator Numerator
2025 2024 2023
5,997.71 11,080.17 0.57 6 ,380.24 5,598.05 1.14 6,021.82 4,174.77 1.44
• In case of the Company, which had been a proprietorship or a partnership firm or a limited liability partnership before
conversion to a company or body corporate, such issuer may make an initial public offer only if the issuer company has
been in existence for at least one full financial year before filing of draft offer document: Not Applicable
• In cases where there is a complete change of promoter of the Company or there are new promoter(s) of the issuer who
have acquired more than fifty per cent of the shareholding of the issuer, the issuer shall file draft offer document only
after a period of one year from the date of such final change(s): Not Applicable
• There has been no regulatory action of suspension of trading against the promoter(s) or companies promoted by the
promoters by any stock Exchange having nationwide trading terminals. None of our Promoter(s) or directors have been
promoter(s) or directors (other than independent directors) of compulsory delisted companies by the Exchange.
Accordingly, there is no applicability of compulsory delisting is attracted and none of our Promoter(s) or directors have
216been promoter(s) or directors (other than independent directors) of companies that are suspended from trading on
account of non-compliance. Further, none of our directors are disqualified/ debarred by any of the Regulatory Authority.
• There are no pending defaults in respect of payment of interest and/or principal to the debenture/ bond/ fixed deposit
holders by our Company, promoters/ promoting company(ies), Subsidiary Companies.
• In case of name change within the last one year, at least 50% of the revenue calculated on a restated basis for the
preceding 1 full financial year has been earned by our Company from the activity indicated by our new name:
The revenue of our company has been generated from the activity indicated by new name i.e Airfloa Rail
Technology Limited
Fiscal Year 2025
S. No. Segment Revenue
In %
(in ₹ lakhs)
1 Railway Rolling Stocks 11,323.83 58.86%
2 Aeronautical, Defence &
7,914.87 41.14%
Others
Total 19,238.70 100.00%
• Other Disclosures:
a. We have a functional website: https://www.airflow.co.in/
b. 100% of Equity Shares held by the Promoters are in dematerialised form.
c. Our company has facilitated trading in demat securities and has entered into an agreement with both the
depositories.
d. There has been no change in the Promoter(s) of our Company in the preceding one year from date of filing
application to BSE for listing on BSE SME.
e. The composition of the board our company is in compliance with the requirements of Companies Act, 2013 at the
time of in-principle approval;
f. The Net worth computation is computed as per the definition given in SEBI (ICDR) Regulations.
g. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
h. Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and
Bankruptcy Code, 2016.
i. There is no winding up petition against the company, which has been accepted by the National Company Law
Tribunal (NCLT).
j. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the
past three years against the Company.
In terms of Regulation 230(1) of the SEBI (ICDR) Regulations, 2018, our Company has ensured:
1) The Draft Red Herring Prospectus has been filed with BSE and our Company has made an application to BSE for
listing of its Equity Shares on the BSE SME. BSE is the Designated Stock Exchange.
2) Our Company has entered into an agreement dated July 18, 2024 with NSDL and agreement dated June 05, 2024 with
CDSL for dematerialization of its Equity Shares already issued and proposed to be issued.
3) The entire pre-issue capital of our Company has fully paid-up Equity Shares and the Equity Shares proposed to be
issued pursuant to this IPO are fully paid-up.
4) The entire Equity Shares held by the Promoters are in dematerialized form.
2175) The fund requirements set out for the Objects of the Issue are proposed to be met entirely from the Net Proceeds.
Accordingly, our Company confirms that there is no requirement to make firm arrangements of finance through
verifiable means towards at least 75% of the stated means of finance, excluding the amount to be raised from the Issue
as required under the SEBI ICDR Regulations. For details, please refer the chapter “Objects of the Issue” on page
85 of this Prospectus.
6) The size of offer for sale by selling shareholders shall not exceed twenty per cent of the total issue size: Not
Applicable
7) The shares being offered for sale by selling shareholders shall not exceed fifty per cent of such selling shareholders’
pre-issue shareholding on a fully diluted basis: Not Applicable
8) one of the objects of the issue is repayment/prepayment of all or certain of our borrowings availed of by our Company,
however, we hereby confirm that the repayment/prepayment shall not consist of repayment of loan taken from promoter,
promoter group or any related party, from the issue proceeds, directly or indirectly.
In terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, we confirm that:
1. In accordance with Regulation 245 (1) and (2) of the SEBI ICDR Regulation, 2018 read along with SEBI ICDR
(Amendment) Regulations, 2025, the offer documents shall contain the following:
a. All material disclosures which are true and adequate so as to enable the applicants to take an informed investment
decision;
b. Disclosures specified in the Companies Act, 2013;
c. Disclosures specified in Part A of Schedule VI;
d. Details pertaining to Employees’ Provident Fund and Employee State Insurance Corporation;
e. site visit report of issuer prepared by the lead manager(s) shall be made available as a material document for
inspection
f. Fees of Book Running Lead Manager.
2. In accordance with regulation 260 of the SEBI ICDR Regulations, this Issue is 100% underwritten in compliance of
Regulations 260(1) and 260(2) of the SEBI (ICDR) Regulations, 2018. For details pertaining to underwriting, please refer
to Section titled “General Information” beginning on page no. 59 of this Prospectus.
3. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, 2018, the BRLM will ensure compulsory market
making for a minimum period of three years from the date of listing of Equity Shares Issue in the Initial Public Issue. For
details of the market making arrangement, see Section titled “General Information” beginning on page no. 59 of this
Prospectus.
4. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, read alongwith SEBI ICDR (Amendment)
Regulations, 2025 we shall ensure that the total number of proposed Allottees in the issue shall be greater than or equal to
two hundred (200), otherwise, the entire application money will be refunded within 4 (Four) days of such intimation. If
such money is not repaid within 4 (Four) days from the date our Company becomes liable to repay it, then our Company
and every officer in default shall, on and from expiry of 4 (Four) days, be liable to repay such application money, with
interest at the rate 15% per annum. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and
each officer in default may be punishable with fine and/or imprisonment in such a case.
5. In accordance with Regulation 246 the SEBI (ICDR) Regulations, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025 we shall also ensure that we submit the soft copy of Red Herring Prospectus through the BRLM
immediately upon registration of the Red Herring Prospectus with the Registrar of Companies and SME exchange along
with a Due Diligence Certificate to which the site visit report of the issuer prepared by the lead manager(s) shall also be
annexed, including additional confirmations. The offer documents shall also be furnished to the Board in a soft copy.
However, SEBI shall not issue any observation on the Red Herring Prospectus.
We further confirm that we shall be complying with all the other requirements as laid down for such an Issue under Chapter
IX of SEBI (ICDR) Regulations, 2018 as amended from time to time and Subsequent circulars and guidelines issued by
SEBI and the Stock Exchange.
SEBI DISCLAIMER CLAUSE
“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE OFFER DOCUMENTS TO THE
SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
218RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR
WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE LEAD MANAGER HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE PROSPECTUS GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE
REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION
FOR MAKING INVESTMENT IN THE PROPOSED ISSUE.
IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY RESPONSIBLE
FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THE OFFER
DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE BOOK RUNNING LEAD MANAGER, GYR CAPITAL ADVISORS PRIVATE LIMITED SHALL
FURNISHED TO STOCK EXCHANGE/SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 16, 2025 IN
THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THE OFFER DOCUMENT DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH
STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED
ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD
MANAGER, ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.
ALL LEGAL REQUIREMENTS PERTAINING TO THIS ISSUE WILL BE COMPLIED WITH AT THE TIME OF
FILING OF THE PROSPECTUS WITH THE REGISTRAR OF COMPANIES, CHENNAI, IN TERMS OF SECTION
26, 30 AND SECTION 32 OF THE COMPANIES ACT, 2013.
DISCLAIMER CLAUSE OF THE BSE
As required, a copy of the Red Herring Prospectus shall be submitted to the BSE SME. The Disclaimer Clause as intimated by the
BSE SME to us, post scrutiny of the Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus and
Prospectus prior to the filing with RoC.
“BSE Limited (“BSE”) has vide its letter dated August 11, 2025, given permission to “AIRFLOA RAIL TECHNOLOGY
LIMITED” to use its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform (“SME
platform”) the Company's securities are proposed to be listed. BSE has scrutinized this offer document for its limited internal purpose
of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any manner:
i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
ii. warrant that this Company's securities will be listed on completion of Initial Public Offering or will continue to be listed on
BSE; or
iii. take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme or
project of this Company.
iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity shares are offered by the
Company and investors are informed to take the decision to invest in the equity shares of the Company only after making their
own independent enquiries, investigation and analysis. The price at which the equity shares are offered by the Company is
determined by the Company in consultation with the Merchant Banker (s) to the issue and the Exchange has no role to play in
the some and it should not for any reason be deemed or construed that the contents of this offer document have been cleared
or approved by BSE. Every person who desires to apply for or otherwise acquire any securities of this Company may do so
pursuant to independent inquiry, investigation and analysis and shall not have any claim against BSE whatsoever by reason of
any loss which may be suffered by such person consequent to or in connection with such subscription/acquisition whether by
reason of anything stated or omitted to be stated herein or for any other reason whatsoever.
v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including loss of profits
incurred by any investor or any third party that may arise from any reliance on this offer document or for the reliability,
accuracy, completeness, truthfulness or timeliness thereof.
vi. The Company has chosen the SME platform on its own initiative and at its own risk, and is responsible for complying with all
local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE/other regulatory authority. Any
use of the SME platform and the related services are subject to Indian laws and Courts exclusively situated in Mumbai”.
DISCLAIMER FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER
219Our Company and the Book Running Lead Manager accept no responsibility for statements made otherwise than those contained in
this Prospectus or, in case of the Company, in any advertisements or any other material issued by or at our Company’s instance and
anyone placing reliance on any other source of information would be doing so at their own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Agreement entered between the BRLM (GYR
Capital Advisors Private Limited) and our Company on June 03, 2025, and the Underwriting Agreement dated August 04, 2025
entered into between the Underwriters and our Company and the Market Making Agreement dated August 04, 2025 entered into
among the Market Maker and our Company.
All information shall be made available by our Company and the Book Running Lead Manager to the public and investors at large
and no selective or additional information would be available for a section of the investors in any manner whatsoever including at
road show presentations, in research or sales reports, at collection centres or elsewhere.
The Book Running Lead Manager and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, our Promoter Group, Group Entity, or our affiliates or associates in the ordinary course of business and have
engaged, or may in future engage, in commercial banking and investment banking transactions with our Company, our Promoter
Group, Group Entity, and our affiliates or associates, for which they have received and may in future receive compensation.
Note:
Investors that apply in this Issue will be required to confirm and will be deemed to have represented to our Company, the
Underwriters and BRLM and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our company and will not Issue, sell, pledge
or transfer the Equity Shares of our company to any person who is not eligible under applicable laws, rules, regulations, guidelines
and approvals to acquire Equity Shares of our company. Our Company, the Underwriter and BRLM and their respective directors,
officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor on whether such investor
is eligible to acquire Equity Shares of our company.
DISCLAIMER IN RESPECT OF JURISDICTION
This Issue is being made in India to persons resident in India including Indian nationals resident in India who are not minors, HUFs,
companies, corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, Indian
mutual funds registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject
to RBI permission), or trusts under the applicable trust law and who are authorized under their constitution to hold and invest in
shares, and any FII sub –account registered with SEBI which is a foreign corporate or Foreign individual, permitted insurance
companies and pension funds and to FIIs and Eligible NRIs. This Prospectus does not, however, constitute an invitation to subscribe
to Equity Shares Issue hereby in any other jurisdiction to any person to whom it is unlawful to make an Issue or invitation in such
jurisdiction. Any person into whose possession the Prospectus comes is required to inform him or herself about and to observe, any
such restrictions. Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) in Chennai only.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Accordingly, our Company’s Equity Shares, represented thereby may not be offered or sold, directly or indirectly, and Prospectus
may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither
the delivery of Prospectus nor any sale here under shall, under any circumstances, create any implication that there has been any
change in our Company’s affairs from the date hereof or that the information contained herein is correct as of any time subsequent
to this date.
DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT, 1993
The Equity Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities Act”)
or any state securities laws in the United States and may not be offered or sold within the United States or to, or for the account or
benefit of, “U.S. persons” (as defined in Regulations of the Securities Act), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares will be offered and sold (i) in the
United States only to “qualified institutional buyers”, as defined in Rule 144A of the Securities Act, and (ii) outside the United
States in offshore transactions in reliance on Regulations under the Securities Act and in compliance with the applicable laws of the
jurisdiction where those offers and sales occur.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance with
Regulation S under the Securities Act and the applicable laws of the jurisdictions where those offers and sales occur.
The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be offered or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction. Further, each applicant, wherever requires, agrees that such applicant will not sell or transfer
any Equity Share or create any economic interest therein, including any off-shore derivative instruments, such as participatory notes,
issued against the Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to,
220the registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.
FILING OF DRAFT RED HERRING PROSPECTUS/RED HERRING PROSPECTUS/PROSPECTUS WITH THE
BOARD AND THE REGISTRAR OF COMPANIES
The Draft Red Herring Prospectus was not required to be filed with SEBI, accordingly SEBI did not issue any observation on the
Issue Document in terms of Regulation 246 (2) of SEBI ICDR Regulations. Pursuant to SEBI Master Circular and pursuant to sub
regulation (5) of Regulation 246 of the SEBI ICDR Regulations, a copy of this Red Herring Prospectus/Prospectus is being furnished
to the Board and has been filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Further, a copy of this Red
Herring Prospectus/Prospectus, has been filed with the SME Platform of BSE Limited, where the Equity Shares are proposed to be
listed.
A copy of the Red Herring Prospectus, along with the material contracts and documents has been filed with the RoC under Section
26 and Section 32 of the Companies Act, 2013 and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.
LISTING
Application is to be made to the SME Platform of BSE for obtaining permission to deal in and for an official quotation of our Equity
Shares. BSE is the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue.
Our Company has received an In-Principle Approval letter dated August 11, 2025 from BSE for using its name in this offer document
for listing our shares on the SME Platform of BSE.
If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the BSE, the Company shall refund
through verifiable means the entire monies received within Four days of receipt of intimation from stock exchanges rejecting the
application for listing of specified securities, and if any such money is not repaid within four day after the company becomes liable
to repay it the company and every director of the company who is an officer in default shall, on and from the expiry of the fourth
day, be jointly and severally liable to repay that money with interest at the rate of fifteen per cent per annum.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of trading at
the SME Platform of BSE mentioned above are taken within Six Working Days from the Issue Closing Date.
IMPERSONATION
Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who –
i. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or
ii. makes or abets making of multiple applications to a company in different names or in different combinations of his name or
surname for acquiring or subscribing for its securities; or
iii. Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty of fraud involving an
amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower shall be punishable with
imprisonment for a term which shall not be less than six months but which may extend to ten years (provided that where the fraud
involves public interest, such term shall not be less than three years) and shall also be liable to fine which shall not be less than the
amount involved in the fraud, but which may extend to three times the amount involved in the fraud.
Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of the company,
whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for
a term which may extend to five years or with fine which may extend to fifty lakh rupees or with both.
CONSENTS
The written consents of Promoter, Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory Auditor
and Peer Review Auditor, Bankers to the Company, Legal Advisor to the Issue, the BRLM to the Issue, Registrar to the Issue,
Market Maker, Banker to the Issue, Underwriter, and Monitoring Agency to act in their respective capacities have been obtained.
221Above consents will be filed along with a copy of the Red Herring Prospectus with the ROC, as required under Sections 26 and 32
of the Companies Act, 2013 and such consents have not been withdrawn up to the time of delivery of the Red Herring Prospectus
for registration with the ROC.
In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018, our Company has received written consent
dated August 21, 2025 from the Statutory Auditors to include their name as required under Section 26(5) of the Companies Act
2013 read with SEBI ICDR Regulations in this Prospectus as an “expert” as defined under Section 2(38) of the Companies Act 2013
to the extent and in its capacity as an independent Statutory Auditor and in respect of its (i) examination report dated August 21,
2025 on our Restated Financial Information(Consolidated) and Restated Financial Information(Standalone) ; and (ii) its report dated
August 21, 2025 on the statement of special tax benefits in this Prospectus and such consent has not been withdrawn as on the date
of this Prospectus.
EXPERT OPINION
Except as stated below, our Company has not obtained any expert opinions:
Peer Review Chartered Accountant:
Our Company has received written consent dated August 21, 2025 from the Statutory Auditors to include their name as required
under Section 26(5) of the Companies Act 2013 read with SEBI ICDR Regulations in this Prospectus as an “expert” as defined
under Section 2(38) of the Companies Act, 2013 to the extent and in its capacity as an independent Statutory Auditor and in respect
of its (i) examination report dated August 21, 2025 on our restated consolidated financial information and restated standalone
financial information; and (ii) its report dated August 21, 2025 on the statement of special tax benefits in this Prospectus and such
consent has not been withdrawn as on the date of this Prospectus.
PREVIOUS PUBLIC OR RIGHTS ISSUE
Our Company has not made public issue in the past. For details of right issue please refer chapter titled “Capital Structure”
beginning on page no. 69 of this Prospectus.
UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION
We have not made any previous public Issue. Therefore, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring for or agreeing to procure subscription for any of the Equity Shares of the Company since its inception.
CAPITAL ISSUE DURING THE LAST THREE YEARS
For details of the capital issued of our Company in past three years, please refer chapter titled “Capital Structure” beginning on
page no. 69 of this Prospectus. Our Subsidiary has made capital issuances during the three years preceding the date of this Prospectus.
Our Company does not have any associates or listed group company, as of the date of this Prospectus.
PRICE INFORMATION AND THE TRACK RECORD OF THE PAST OFFERS HANDLED BY THE BRLM
Price Information of past Offers handled by the Book Running Lead Manager
(The remainder of this page is intentionally left blank)
222+/- % change in +/- % change +/- % change in
Price on closing in Price on Price on closing
price, [+/- % closing price, price, [+/- %
Issue Opening
Issue change in [+/- % change change in
Sr. size Listing price on
Issue Name Price closing in closing closing
No. (₹ In date listing
(₹) benchmark]- benchmark]- benchmark]-
Cr.) date
30th calendar 90th calendar 180th calendar
days from days from days from
listing* listing* listing*
Capital Numbers
1. Infotech Limited 169.372 263 27.01.2025 274.00 -36.16 -1.01 -34.56 6.44 -51.10 7.33
Chamunda
2. Electricals 14.595 50 11.02.2025 70.00 -14 -2.92 -16.40 8.04 -4 6.74
Limited*
3.
Voler Car Limited* 27.00 90 19.02.2025 90.00 -5.00 1.82 0.94 6.91 - -
Srigee DLM
4. Limited* 16.98 99 12.05.2025 188.10 192.12 0.10 148.63 -2.21 - -
Dar Credit and
5. Capital Limited* 25.66 60 28.05.2025 65.15 -10 3.57 -15.41 -4.30 - -
Sacheerome
6. Limited* 61.61 12 16.06.2025 153.00 22.41 1.06 - - - -
Suntech Infra
7. Solutions Limited* 44.39 86 02.07.2025 109.10 11.74 2.87 - - -
Glen Industries 62.94 97 15.07.2025 157.00
8. Limited 10.26 -2.38 - - - -
Classic Electrodes 41.51 87 01.09.2025 100.00 - - - - - -
9. Limited*
Austere Systems 15.57 55 12.09.2025 75.55 - - - - - -
10. Ltd
* Companies have been listed on 12.05.2025, 28.05.2025, 16.06.2025, 02.07.2025, 15.07.2025, 01.09.2025 and 12.09.2025 hence
not applicable
Summary Statement of Disclosure
Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading
at discount - 30th at premium - 30th at discount - 180th at premium – 180th
Tot calendar day from calendar day from calendar day from calendar day from
Total
al listing day* listing day* listing day* listing day*
Funds
Financi no. Les Les Les Les
Raised
al Year of Ove Betwee s Ove Betwee s Ove Betwee s Ove Betwee s
(₹ in
IPO r n tha r n tha r n tha r n tha
Cr.)
s 50 25‐ n 50 25‐ n 50 25‐ n 50 25‐ n
% 50% 25 % 50% 25 % 50% 25 % 50% 25
% % % %
2021-
03 9.85 - - 1 - - - - - 2 - - 1
2022
2022-
10 92 - 1 2 5 1 2 1 1 2 - 4 2
2023
2023-
10 286.82
2024 - 1 1 6 2 - - - 1 9 - -
2024- 890.140
2025 16 8 1 2 2 10 1 1 - - - 5 3 2
2025-26 6 227.23 - - 1 1 - 2 - - - - - -
* Companies have been listed on 12.05.2025, 28.05.2025, 16.06.2025, 02.07.2025, 15.07.2025, 01.09.2025 and 12.09.2025 hence not
applicable
223Break -up of past issues handled by GYR Capital Advisors Private Limited:
Financial No. of SME No. of Main
Year IPOs Board IPOs
2021-2022 3 0
2022-2023 10 0
2023-2024 10 0
2024-2025 16 0
2025-2026 6 0
Notes:
1. In the event any day falls on a holiday, the price/index of the immediate preceding working day has been considered. If the stock
was not traded on the said calendar days from the date of listing, the share price is taken of the immediately preceding trading day.
2. Source: www.bseindia.com and www.nseindia.com.
As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10 issues (Initial
Public Offers) managed by the Lead Manager. Hence, disclosure pertaining to recent 10 issues handled by the lead manager are
provided.
TRACK RECORD OF PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD MANAGER
For details regarding the track record of the Book Running Lead Manager, as specified in Circular reference CIR/MIRSD/1/2012
dated January 10, 2012 issued by SEBI, please see the website of the Book Running Lead Manager at www.gyrcapitaladvisors.com
PERFORMANCE VIS-A-VIS OBJECTS
Except as stated in the chapter titled “Capital Structure” beginning on page 69 of this Prospectus, our Company has not undertaken
any previous public or rights issue. None of the Entities or associates of our Company are listed on any stock exchange.
PERFORMANCE VIS-À-VIS OBJECTS –PUBLIC/ RIGHTS ISSUE OF SUBSIDIARIES/ LISTED PROMOTERS
As on the date of this Prospectus, our Company does not have any listed subsidiary or listed promoters.
STOCK MARKET DATA FOR OUR EQUITY SHARES
This being an initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any Stock Exchanges.
MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES
The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a minimum period of three years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges, subject to agreement with our
Company for storage of such records for longer period, to enable the investors to approach the Registrar to the Issue for redressal of
their grievances.
In terms of SEBI Master Circular, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated September 2, 2021, SEBI/HO/CFD/DIL2/CIR/P/2022/51
date April 20, 2021 and SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 subject to applicable law, any ASBA Bidder whose
Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same
by the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints
within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this
period of 15 days. Further, the investors shall be compensated by the SCSBs at the rate higher of ₹100 per day or 15% per annum of
the application amount in the events of delayed or withdrawal of applications, blocking of multiple amounts for the same UPI
application, blocking of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially allotted
applications for the stipulated period. In an event there is a delay in redressal of the investor grievance in relation to unblocking of
amounts, the Book Running Lead Manager shall compensate the investors at the rate higher of ₹100 per day or 15% per annum of the
application amount.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the
time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against the present
requirement of 6 working days (T+6 days). ‘T’ being issue closing date. In partial modification to circulars dated March 16, 2021 and
April 20, 2022, the compensation to investors for delay in unblocking of ASBA application monies (if any) shall be computed from
224T+3 day. The provisions of this circular shall be applicable, on voluntary basis for public issues opening on or after September 1, 2023
and on mandatory basis for public issues opening on or after December 1, 2023. The timelines prescribed for public issues as
mentioned in SEBI circulars dated November 1, 2018, September 28, 2019, November 8, 2019, March 30, 2020, March 16, 2021,
September 2, 2021, and April 20, 2022 shall stand modified to the extent stated in this Circular.
All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address of the
applicant, Bid application number, number of Equity Shares Bid for, amount paid on Bid application and the bank branch or collection
center where the application was submitted.
All grievances relating to the ASBA process may be addressed to the Registrar to the Issue with a copy to the relevant SCSB or the
member of the Syndicate (in Specified Cities) or the Sponsor Bank, as the case may be, where the Application Form was submitted
by the ASBA Bidder or through UPI Mechanism, giving full details such as name, address of the Bidder, Bid application number, UPI
Id, number of Equity Shares applied for, amount blocked on application and designated branch or the collection center of the SCSBs
or the member of the Syndicate (in Specified Cities), as the case may be, where the Application Form was submitted by the ASBA
Bidder or Sponsor Bank.
Our Company has obtained authentication on the SCORES in terms of SEBI circular no. CIR/OIAE/1/2013 dated April 17, 2013 and
complied with the SEBI circular (CIR/OIAE/1/2014/CIR/OIAE/1/2013) dated December 18, 2014 in relation to redressal of investor
grievances through SCORES. Our Company has not received any complaints as on the date of this Prospectus.
DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the SCSB (in case of ASBA
Bidders) or Sponsor Bank (in case of UPI Mechanism) or for redressal of routine investor grievances including through SEBI
Complaint Redress System (SCORES) shall be 10 Working Days from the date of receipt of the complaint. In case of non-routine
complaints and complaints where external agencies are involved, our Company will seek to redress these complaints as
expeditiously as possible.
Our Company has constituted Stakeholders Relationship Committee as follows:
Name of the Director Designation in the Committee Nature of Directorship
Sudhanshu Mani Chairperson Non-Executive Independent Director
Venkatesan Dakshinamoorthy Member Managing Director
Manikandan Dakshna moorthy Member Joint Managing Director
Our Company has appointed Mr. Thygarajan Sivakumar, the Company Secretary and Compliance Officer, who may be contacted in
case of any pre-issue or post-issue related problems at the following address:
Airfloa Rail Technology Limited
Address: No 9 Chelliamman Koilstreet Keelkttalai Chennai-117 Chennai-117 Tamil Nadu 600117 India.;
Telephone: +91 9600621490;
Facsimile: N.A.
E-mail: cs@airflow.co.in
Till date of this Prospectus, our Company has not received any investor complaint and no complaints is pending for resolution.
PREVIOUS ISSUES OF EQUITY SHARES OTHERWISE THAN FOR CASH
Except as stated in the chapter titled “Capital Structure” beginning on page no. 69 of this Prospectus, our Company has not issued
any Equity Shares for consideration otherwise than for cash.
LISTED VENTURES OF PROMOTER
There are no listed ventures of our Promoter as on date of filing of this Prospectus.
OUTSTANDING DEBENTURES OR BONDS AND REDEEMABLE PREFERENCE SHARES AND OTHER
INSTRUMENTS
There are no outstanding debentures or bonds or redeemable preference shares and other instruments issued by the Company as on
the date of this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
225Our Company has not applied or received any exemptions from SEBI from complying with any provisions of securities laws.
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226SECTION VIII – ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act, SEBI (ICDR) Regulations,
2018, SCRA, SCRR, Memorandum and Articles, the terms of this Prospectus, Application Form, the Revision Form, the Confirmation
of Allocation Note (‘CAN‛) and other terms and conditions as may be incorporated in the Allotment advices and other documents/
certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to laws, guidelines, rules, notifications,
and regulations relating to the issue of capital and listing of securities issued from time to time by SEBI, the Government of India,
BSE, ROC, RBI and / or other authorities, as in force on the date of the Issue and to the extent applicable.
Please note that, in accordance with the Regulation 256 of the SEBI (ICDR), Regulations, 2018 read with SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Applicants has to compulsorily apply through the ASBA Process.
As an alternate payment mechanism, Unified Payments Interface (UPI) has been introduced (vide SEBI Circular Ref:
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018) as a payment mechanism in a phased manner with ASBA for
applications in public Issues by individual investors through intermediaries (Syndicate members, Registered Stock-Brokers, Registrar
and Transfer agent and Depository Participants).
Further, vide the said circular, Registrar to the Issue and Depository Participants have been also authorised to collect the Application
forms. Investors may visit the official website of the concerned stock exchange for any information on operationalization of this facility
of form collection by Registrar to the Issue and DPs as and when the same is made available.
Authority for the Issue
The present Public Issue of upto 65,07,000 Equity shares which have been authorized by a resolution of the Board of Directors of our
Company at their meeting held on December 12, 2024 and was approved by the Shareholders of the Company by passing Special
Resolution at the Extra-Ordinary General Meeting held on December 13, 2024 in accordance with the provisions of Section 62 (1) (c)
of the Companies Act, 2013.
Ranking of Equity Shares
The Equity Shares being issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and Articles of
Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including in respect of the right
to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment. For further details, please refer to
Section titled “Description of Equity Shares and terms of the Articles of Association” beginning on Page No. 269 of the Prospectus.
Mode of Payment of Dividend
The declaration and payment of dividend will be as per the provisions of Companies Act, the Articles of Association, the provision of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and recommended by the Board of Directors and the
Shareholders at their discretion and will depend on a number of factors, including but not limited to earnings, capital requirements
and overall financial condition of our Company. We shall pay dividends in cash and as per provisions of the Companies Act. For
further details, please refer to chapter titled “Dividend Policy” beginning on Page No. 179 of the Prospectus.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹ 10/- and the Issue Price at the lower end of the Price Band was ₹ 133 per Equity Share
(“Floor Price”) and at the higher end of the Price Band was ₹ 140 per Equity Share (“Cap Price”).
The Issue Price was determined by our Company in consultation with the BRLM, after the Bid/Issue Closing Date, on the basis of
assessment of market demand for the Equity Shares offered by way of Book Building Process.
At any given point of time, there shall be only one denomination of Equity Shares.
The Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager and is justified under the
chapter titled “Basis of Issue Price” beginning on page 96 of this Prospectus.
Compliance with SEBI (ICDR) Regulations
Our Company shall comply with all requirements of the SEBI (ICDR) Regulations, 2018. Our Company shall comply with all
disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, the equity shareholders shall have the
following rights:
• Right to receive dividend, if declared;
• Right to receive Annual Reports & notices to members;
227• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy;
• Right to receive offer for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory or preferential claims being satisfied;
• Right of free transferability of the Equity Shares; and
• Such other rights, as may be available to a shareholder of a listed Public Limited Company under the Companies Act, terms of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2018 and the Memorandum and Articles of
Association of our Company.
Minimum Application Value, Market Lot and Trading Lot
In accordance with Regulation 267 (2) of the SEBI ICDR Regulations, our Company shall ensure that the minimum application size
shall be 2 lots and value exceeding ₹ 2,00,000/- (Rupees Two Lakh) per application.
Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialised form. As per SEBI ICDR
Regulations, the trading of the Equity Shares shall only be in dematerialised form. In this context, two agreements will be signed by
our Company with the respective Depositories and the Registrar to the Issue before filing this Prospectus:
• Tripartite agreement among the NSDL, our Company and Registrar to the Issue dated July 18, 2024.
• Tripartite agreement among the CDSL, our Company and Registrar to the Issue dated June 05, 2024.
As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the Companies Act, 2013,
the equity shares of an issuer shall be in dematerialized form i.e. not in the form of physical certificates, but be fungible and be
represented by the statement issued through electronic mode. The trading of the Equity Shares will happen in the minimum contract
size of 1,000 Equity Shares and the same may be modified by the BSE Limited from time to time by giving prior notice to investors
at large. Allocation and allotment of Equity Shares through this Issue will be done in multiples of 1,000 Equity Shares subject to a
minimum allotment of 2,000 Equity Shares to the successful Applicants in terms of the SEBI circular No. CIR/MRD/DSA/06/2012
dated February 21, 2012.
Minimum Number of Allottees
Further in accordance with the Regulation 268(1) of SEBI ICDR Regulation, 2018 read along with SEBI ICDR (Amendment)
Regulations, 2025, the minimum number of allottees in this Offer shall be 200 shareholders. In case the minimum number of
prospective allottees is less than 200, no allotment will be made pursuant to this Issue and all the monies blocked by SCSBs shall be
unblocked within two (2) working days of closure of Issue.
Joint Holders
Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity Shares as
joint-holders with benefits of survivorship.
Jurisdiction
Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.
The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United
States and may not be issued or sold within the United States or to, or for the account or benefit of, ―U.S. personal (as defined in
Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being issued and sold only outside the
United States in off-shore transactions in reliance on Regulations under the U.S. Securities Act and the applicable laws of the
jurisdiction where those issues and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Nomination Facility to Investor
In accordance with Section 72 of the Companies Act, 2013, the sole or first applicant, along with other joint applicant, may nominate
any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the applicants, as the case
may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the Equity Shares by reason of the death
of the original holder(s), shall in accordance with Section 72 of the Companies Act, 2013 be entitled to the same advantages to which
he or she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s)
may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or
her death during the minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer
228will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form
available on request at the Registered Office of our Company or to the Registrar and Transfer Agent of our Company.
In accordance with Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of Section 72 of the
Companies Act, 2013 shall upon the production of such evidence as may be required by the Board, elect either:
• To register himself or herself as the holder of the Equity Shares; or
• To make such transfer of the Equity Shares, as the deceased holder could have made.
Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to transfer
the Equity Shares, and if the notice is not complied with within a period of 90 (ninety) days, the Board may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of the notice have
been complied with.
Since the allotment of Equity Shares in the Issue is in dematerialized form, there is no need to make a separate nomination with us.
Nominations registered with the respective depository participant of the applicant would prevail. If the investors require changing the
nomination, they are requested to inform their respective depository participant.
Restrictions, if any on Transfer and Transmission of Equity Shares
Except for the lock-in of the pre-Issue capital of our Company, Promoter’s minimum contribution as provided under the chapter titled
“Capital Structure” on page 69 of this Prospectus and except as provided in the Articles of Association there are no restrictions on
transfer of Equity Shares. Further, there are no restrictions on the transmission of shares/debentures and on their
consolidation/splitting, except as provided in the Articles of Association. For details, please refer chapter titled “Description of Equity
Shares and terms of the articles of association” on page 269 of this Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the
limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness
and accuracy of the information stated herein above. Our Company and the Book Running Lead Manager are not liable to inform the
investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of the
Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied for
do not exceed the applicable limits under laws or regulations.
Withdrawal of the Issue
Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the Issue Opening Date but
before the Allotment. In such an event, our Company would issue a public notice in the newspapers in which the pre-Issue and price
band advertisements were published, within two (2) days of the Issue Closing Date or such other time as may be prescribed by SEBI,
providing reasons for not proceeding with the Issue. The Book Running Lead Manager, through the Registrar to the Issue, shall notify
the SCSBs to unblock the bank accounts of the ASBA Bidders within one (1) Working Day from the date of receipt of such notification.
Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.
Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock Exchange,
which our Company shall apply for after Allotment (ii) the final RoC approval of the Prospectus after it is filed with the RoC. If our
Company in consultation with BRLM withdraws the Issue after the Issue Closing Date and thereafter determines that it will proceed
with an issue/issue for sale of the Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus/Red Herring Prospectus
with Stock Exchange.
ISSUE PROGRAM
Events Indicative Dates
Anchor Portion Issue opened/closeed on Wednesday, September 10, 2025(1)
Bid/Issue Opening Date Thursday, September 11, 2025
Bid/Issue Closing Date Monday, September 15, 2025(2) (3)
Finalization of Basis of Allotment with the Designated Stock Exchange Tuesday, September 16, 2025
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account or UPI On or before Wednesday, September 17,
ID linked bank account 2025
Credit of Equity Shares to Demat accounts of Allottees On or before Wednesday, September 17,
2025
Commencement of trading of the Equity Shares on the Stock Exchange On or before Thursday, September 18,
2025
(1) The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI
ICDR Regulations.
(2) Our Company in consultation with the BRLM, may consider closing the Bid/Issue Period for QIBs one day prior to the Bid/Issue
Closing Date in accordance with the SEBI ICDR Regulations
229(3) UPI mandate end time and date shall be at 5:00 pm IST on Bid/ Issue Closing Date, i.e. Monday, September 15, 2025
*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per
annum of the Application Amount, whichever is higher from the date on which the request for cancellation / withdrawal / deletion is
placed in the Stock Exchanges Applying platform until the date on which the amounts are unblocked (ii) any blocking of multiple
amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the Applicant shall be compensated at a
uniform rate ₹ 100 per day or 15% per annum of the total cumulative blocked amount except the original application amount,
whichever is higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of
amounts more than the Application Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum
of the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual
unblock; (iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding two Working Days from the Issue
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount,
whichever is higher for the entire duration of delay exceeding two Working Days from the Issue Closing Date by the SCSB responsible
for causing such delay in unblocking. The post Issue LM shall be liable for compensating the Applicant at a uniform rate of ₹ 100 per
day or 15% per annum of the Application Amount, whichever is higher from the date of receipt of the Investor grievance until the
date on which the blocked amounts are unblocked. Further, investors shall be entitled to compensation in the manner specified in the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated June April 2, 20, 2021 2022 and and SEBI SEBI circular no. No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
The above timetable other than the Bid/Issue Closing Date, is indicative and does not constitute any obligation or liability on
our Company or the BRLM.
Any circulars or notifications from the SEBI after the date of this Prospectus may result in changes to the timelines. Further,
the Issue procedure is subject to change to any revised circulars issued by the SEBI to this effect.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within such time as prescribed by SEBI, the
timetable may be extended due to various factors, such as extension of the Bid/Issue Period by our Company in consultation
with the BRLM, revision of the Price Band or any delay in receiving the final listing and trading approval from the Stock
Exchanges. In terms of the SEBI master circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024, our
Company shall within three days from the closure of the Issue, refund the subscription amount received in case of non – receipt
of minimum subscription or in case our Company fails to obtain listing or trading permission from the Stock Exchanges for
the Equity Shares. The commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange
and in accordance with the applicable laws. The Shareholder, severally and not jointly, has specifically confirmed that it shall
extend such reasonable support and co-operation required by our Company and the BRLM for completion of the necessary
formalities for listing and commencement of trading of the Equity Shares at the Stock Exchange within such time as prescribed
by SEBI.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on daily basis
within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/Issue Closing Date by obtaining the
same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing hours of the Working Day.
In terms of the UPI Circulars, in relation to the Issue, the BRLMs will be required to submit reports of compliance with
timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within such time as
prescribed by SEBI, identifying non-adherence to timelines and processes and an analysis of entities responsible for the delay
and the reasons associated with it.
Submission of Bids
Bid/ Offer Period (except the Bid/ Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 4.00 p.m. Indian Standard Time
(“IST”)
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA Only between 10.00 a.m. and up to 4.00 p.m. IST
through 3-in-1 accounts) – For IIs, other than QIBs and NIIs
Submission of Electronic Applications (Bank ASBA through Only between 10.00 a.m. and up to 4.00 p.m. IST
Online channels like Internet Banking, Mobile Banking and
Syndicate UPI ASBA applications)
230Submission of Electronic Applications (Syndicate Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
Individual, Non-Individual Applications)
Submission of Physical Applications (Bank ASBA) Only between 10.00 a.m. and up to 1.00 p.m. IST
Submission of Physical Applications (Syndicate Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual, Non-Individual Applications)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/ Offer
categories# Closing Date
Upward or downward Revision of Bids or cancellation of Bids by Only between 10.00 a.m. and up to 4.00 p.m. IST
IBs
* UPI Mandate Acceptance/ Confirmation shall be available upto 5:00 PM on the last day of bidding.
# QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids
Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding bank holidays) On the Bid/Offer Closing Date, the
Bids shall be uploaded until:
➢ 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
➢ until 4.00 p.m. IST or such extended time as permitted by the Stock Exchange in case of Bids by IIs.
The Registrar to the Offer submitted the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis within 60
minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing Date by obtaining the same from the
Stock Exchanges. The SCSBs unblocked such applications by the closing hours of the Working Day and submitted the confirmation
to the BRLM and the RTA on a daily basis.
To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably was allowed only once per
Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.
It was clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would be
rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised to submit their Bids
one day prior to the Bid/Issue Closing Date. Any time mentioned in this Prospectus is Indian Standard Time. Bidders were cautioned
that, in the event, large number of Bids are received on the Bid/Issue Closing Date, as is typically experienced in public offerings,
some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded will not be considered for allocation
under the Issue. Bids were accepted only during Monday to Friday (excluding any public holiday). None among our Company or any
Member of the Syndicate shall be liable for any failure in (i) uploading the Bids due to faults in any software/ hardware system or
blocking of application amount by the SCSBs on receipt of instructions from the Sponsor Bank on account of any errors, omissions
or non-compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in the UPI
Mechanism.
In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application
Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken.
Minimum Subscription
This Issue was not restricted to any minimum subscription level and is 100% underwritten.
As per Section 39 of the Companies Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on
application is not received within a period of 30 days from the date of the Prospectus, the application money has to be returned within
such period as may be prescribed. If our Company had not receive the 100% subscription of the issue through the Issue Document
including devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the issue, our Company would have
refunded the entire subscription amount received. If there is a delay beyond four days after our Company becomes liable to pay the
amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable to repay
the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and applicable law.
In accordance with Regulation 260 of the SEBI (ICDR) Regulations, our Issue shall be hundred percent underwritten. Thus, the
underwriting obligations shall be for the entire hundred percent of the issue through the Prospectus and shall not be restricted to the
minimum subscription level.
Further, in accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, our Company ensured that the number of prospective
allottees to whom the Equity Shares will be allotted shall not be less than 200 (Two hundred).
231Further, in accordance with Regulation 267(2) of the SEBI (ICDR) Regulations, our Company shall ensure that the minimum
application size in terms of number of specified securities shall be 2 lots and minimum application size above ₹ 2,00,000 (Rupees
Two Lac only) per application.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India and
may not be issued or sold, and applications may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
Migration to Main Board
As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018 and as amended, to the extent applicable, our
Company may migrate to the main board of BSE from the SME Exchange on a later date subject to the following:
As per Regulation 280(2) of the SEBI ICDR Regulation, 2018 and as amended, Where the post-issue paid up capital of the
Company listed on a BSE SME is likely to increase beyond twenty five crore rupees by virtue of any further issue of capital
by the Company by way of rights issue, preferential issue, bonus issue, etc. the Company shall migrate its equity shares listed
on a BSE SME to the Main Board and seek listing of the equity shares proposed to be issued on the Main Board subject to the
fulfilment of the eligibility criteria for listing of equity shares laid down by the Main Board:
Provided that no further issue of capital shall be made unless –
a) the shareholders have approved the migration by passing a special resolution through postal ballot wherein the votes cast
by shareholders other than promoters in favour of the proposal amount to at least two times the number of votes cast by
shareholders other than promoter shareholders against the proposal;
b) the Company has obtained an in principle approval from the Main Board for listing of its entire specified securities on it.
Provided further that where the post-issue paid-up capital pursuant to further issue of capital including by way of rights issue,
preferential issue, bonus issue, is likely to increase beyond ₹25 crores, the Company may undertake further issuance of capital
without migration from SME exchange to the main board, subject to the undertaking to comply with the provisions of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable
to companies listed on the main board of the stock exchange(s).”
If the Paid-up Capital of the company is more than ₹10 crores but below ₹25 crores, we may still apply for migration to the main
board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the shareholders
other than the promoters in favour of the proposal amount to at least two times the number of votes cast by shareholders other
than promoter shareholders against the proposal.
Any company voluntarily desiring to migrate to the Main board from the SME Platform, amongst others, has to fulfill following
conditions:
Eligibility Criteria Details
Paid up capital and market capitalization Paid-up capital of more than 10 Crores and Market Capitalisation
should be minimum ₹ 25 Crores.
(Market Capitalisation will be the product of the price (average of the
weekly high and low of the closing price of the related shares
quoted on the stock exchange during 3 (Three) months prior to the
date of the application) and the post issue number of equity shares.)
Promoter holding Promoter(s) shall be holding at least 20% of equity share capital of
the company at the time of making application.
Financial Parameters • The applicant company should have positive operating profit
(earnings before interest, depreciation and tax) from operations for
at least any 2 out of 3 financial years and has positive Profit after tax
(PAT) in the immediate preceding Financial Year of making the
migration application to Exchange
• The applicant company should have a Net worth of at least ₹ 15 crores
for 2 preceding full financial years
Track record of the company in terms of listing/ The applicant company is listed on SME Exchange/ Platform having
regulatory actions, etc nationwide terminals for atleast 3 years.
232Regulatory action • No material regulatory action in the past 3 years like suspension of
trading against the applicant company, promoters/promoter group
by any stock Exchange having nationwide trading terminals.
• No Debarment of company, promoters/promoter group, subsidiary
company by SEBI.
• No Disqualification/Debarment of directors of the company by any
regulatory authority.
• The applicant company has not received any winding up petition
admitted by a NCLT
Public Shareholder The applicant company shall have a minimum of 250 public
shareholders as per the latest shareholding pattern.
Other parameters like No. of shareholders, • No proceedings have been admitted under the Insolvency and
utilization of funds Bankruptcy Code against the applicant company and Promoting
companies.
• No pending Defaults in respect of payment of interest and/or
principal to the debenture/bond/fixed deposit holders by the
applicant, promoters/promoter group /promoting company(ies),
Subsidiary Companies.
• The applicant company shall obtain a certificate from a credit rating
agency registered with SEBI with respect to utilization of funds as
per the stated objective pursuant to IPO and/or further funds raised
by the company, if any post listing on SME platform.
• The applicant company has no pending investor complaints.
• Cooling off period of 2 months from the date the security
• has come out of trade-to-trade category or any other surveillance
action.
Notes:
1. Net worth definition to be considered as per definition in SEBI ICDR.
2. Company is required to submit Information Memorandum to the Exchange as prescribed in SEBI (ICDR) Regulations.
3. The application submitted to the Exchange for listing and mere fulfilling the eligibility criteria does not amount to
grant of approval for listing.
4. If the documents and clarification received from the applicant company are not to the satisfaction of BSE, BSE has the
right to close the application at any point of time without giving any reason thereof. Thereafter, the company can make
fresh application as per the extant norms.
5. The Exchange may reject application at any stage if the information submitted to the Exchange is found to be
incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange.
Market Making
The shares issued and transferred through this Issue are proposed to be listed on the SME Platform of BSE Limited with compulsory
market making through the registered Market Maker of the SME Exchange for a minimum period of three years or such other time as
may be prescribed by the Stock Exchange, from the date of listing on the SME Platform of BSE Limited. For further details of the
market making arrangement please refer to chapter titled “General Information” beginning on page 59 of this Prospectus.
Arrangements for disposal of odd lots
The trading of the Equity Shares will happen in the minimum contract size of 1,000 shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, the Market Maker shall buy the entire shareholding of a shareholder in
one lot, where value of such shareholding is less than the minimum contract size allowed for trading on the SME Platform of BSE
Limited.
Restrictions, if any, on Transfer and Transmission of Shares or Debentures and on their Consolidation or Splitting
Except for the lock-in of the pre- Issue capital of our Company, lock-in of the Promoters’ minimum contribution and the Anchor
Investor lock-in as provided in “Capital Structure” beginning on page 69 of this Prospectus and except as provided in our Articles of
Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of
shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association. For details, see “Main
Provisions of the Articles of Association” beginning on page 269 of this Prospectus.
The above information is given for the benefit of the Applicants. The Applicants are advised to make their own enquiries about the
limits applicable to them. Our Company and the Book Running Lead Manager do not accept any responsibility for the completeness
and accuracy of the information stated hereinabove. Our Company and the Book Running Lead Manager are not liable to inform the
investors of any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this
233Prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity Shares Applied for
do not exceed the applicable limits under laws or regulations.
Application by Eligible NRIs, FPIs or VCFs registered with SEBI
It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs, FPIs or
VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.
NRIs, FPIs/FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian company in
a public Issue without the prior approval of the RBI, so long as the price of the equity shares to be issued is not less than the price at
which the equity shares are issued to residents. The transfer of shares between an Indian resident and a non-resident does not require
the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route under
the foreign direct investment (“FDI”) Policy and the non-resident shareholding is within the sectoral limits under the FDI policy; and
(ii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI.
The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered with SEBI to
invest in shares of Indian companies by way of subscription in an IPO. However, such investments would be subject to other
investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2000, RBI and/or SEBI regulations as may be applicable to such investors.
The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by the Government
of India/RBI while granting such approvals.
Option to receive securities in Dematerialized Form
In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only be in the dematerialized
form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be
traded only on the dematerialized segment of the Stock Exchange. Allottees shall have the option to re-materialize the Equity Shares,
if they so desire, as per the provisions of the Companies Act and the Depositories Act.
Further, it is mandatory for the investor to furnish the details of his/her depository account, & if for any reason, details of the account
are incomplete or incorrect the application shall be treated as incomplete & may be rejected by the Company without any prior notice.
New Financial Instruments
There are no new financial instruments such as deep discounted bonds, debentures, warrants, secured premium notes, etc. issued by
our Company.
234ISSUE STRUCTURE
This Issue is being made in terms of Regulation 229 (2) of Chapter IX of SEBI (ICDR) Regulations, 2018, as amended from time to
time, whereby, an issuer whose post issue paid up capital is 23,96,99,540*, issued equity shares to the public and propose to list the
same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the SME Platform of BSE Limited). For
further details regarding the salient features and terms of such an issue, please refer chapter titled “Terms of Issue” and “Issue
Procedure” on page no. 227 and 239 respectively of this Prospectus.
*Subject to finalisation of Basis of Allotment
This public issue comprises of upto 65,07,000 equity shares of face value of ₹10/- each for cash at a price of ₹ 140/- per equity share
including a share premium of ₹ 130/- per equity share (the “issue price”) aggregating up to ₹ 9,109.80 lakhs (“the issue”) by our
Company. The Issue and the Net Issue will constitute 27.15% and 25.79% respectively of the post issue paid up Equity Share Capital
of the Company.
This Issue is being made by way of Book Building Process (1):
Particulars of Market Maker QIBs Non-Institutional Individual
the Issue (2) Reservation Portion Applicants Investors
Number of Up to Not more than Not less than 9,30,000 Not less than
Equity Shares 3,26,000 30,87,000 Equity Shares. Equity Shares Equity Shares
available for Equity 21,64,000
allocation shares
Percentage of 5.01% of the issue size Not more than 50% of the Net Issue Not more than 15% of Not less than 35% of
Issue size being available for allocation to the Net Issue or the the Net Issue
available for QIB Bidders. However, up to 5% of Issue less allocation to
allocation the Net QIB Portion may be QIBs and Individual
available for allocation Investors/Bidders was
proportionately to Mutual Funds available for allocation.
only. Mutual Funds participating in
the Mutual Fund Portion will also Further, (a) one third
be eligible for allocation in the of the portion available
remaining QIB Portion. The to non-institutional
unsubscribed portion in the Mutual investors shall be
Fund Portion will be added to the reserved for
Net QIB Portion applicants with
application size of more
Up to 60.00% of the QIB Portion than two lots and up to
may be available for allocation to such lots equivalent to
Anchor Investors and one third of not more
the Anchor Investors Portion shall than ₹10 lakhs
be available for allocation to
domestic mutual funds only. (b) two
third of the portion
available to
noninstitutional
investors
shall be reserved for
applicants with
application size of more
than ₹10 lakhs, provided
that the unsubscribed
portion in either the
sub-categories
mentioned above could
be allocated to
applicants in the other
sub-category of Non-
Institutional Bidders.
Basis of Firm Allotment Proportionate as follows: Subject to the Subject to the
Allotment(3) availability of shares in availability of
a) Up to 62,000 Equity Shares shall non-institutional shares in
be available for allocation on a investors’ category, the Individual
235Particulars of Market Maker QIBs Non-Institutional Individual
the Issue (2) Reservation Portion Applicants Investors
proportionate basis to Mutual Funds allotment of equity Investor category,
only; and shares to each the allotment of
b) Up to 11,73,000 Equity Shares noninstitutional equity shares to
shall be available for allocation category each individual
on a proportionate basis to s h all not be less than the investor shall not
all QIBs, including Mutual minimum application be less than the
Funds receiving allocation as size in non-institutional minimum
per (a) above investor category, and application size in
the remaining shares, if individual
any, shall be allotted on investor category,
a proportionate basis, the and the remaining
1,000 Equity Shares shall shares, if any,
be allotted in multiples shall be allotted on
of 1,000 Equity Shares. a proportionate
For basis.
details, see “Issue
Procedure” beginning
on page 239 of this
Prospectus.
Mode of Bid Only through the Only through the ASBA process. Through ASBA Process Through
ASBA Process through banks or by using ASBA
UPI ID for payment Process through
banks or by using
UPI ID for
payment
Mode of Compulsorily in dematerialized form
Allotment
Minimum Bid 2,000 Equity Shares in Such number of Equity Shares and Such number of Equity 2,000 Equity
Size multiple of 1,000 in multiples of 1,000 Equity Shares Shares in multiples of Shares in multiple
Equity shares and Bid that Bid quantity exceeds 2 lots and 1,000 Equity Shares that of 1,000 Equity
Amount exceeds Bid Amount exceeds Bid quantity exceeds 2 shares so that the
₹ 200,000 ₹ 200,000 lots and Bid size exceeds Bid Quantity shall
₹ 200,000 be minimum 2 bid
lot and Bid
Amount exceeds ₹
2,00,000
Maximum Bid 3,26,000 Equity Such number of Equity Shares in Such number of Equity Such number of
Size Shares multiples of 1,000 Equity Shares Shares in multiples of Equity Shares in
not exceeding the size of the Net 1,000 Equity Shares not multiples of 1,000
Issue, subject to applicable limits exceeding the size of the Equity Shares so
Net Issue (excluding the that the Bid
QIB portion), subject to Quantity shall be
limits as applicable to the minimum 2 bid lot
Bidder and the Bid
Amount exceeds ₹
2,00,000
Trading Lot 1,000 Equity Shares, 1,000 Equity Shares and in 1,000 Equity Shares and 1,000 Equity
however, the Market multiples thereof in multiples thereof Shares
Maker may accept odd
lots if any in the
market as required
under the SEBI ICDR
Regulations
236Particulars of Market Maker QIBs Non-Institutional Individual
the Issue (2) Reservation Portion Applicants Investors
Terms of Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder or by the Sponsor
Payment Bank through the UPI Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA
Form.
Mode of Bid Only through the Only through the ASBA process Only through the ASBA Only through the
ASBA process (excluding the UPI Mechanism). process (including the ASBA process
(excluding the UPI UPI Mechanism for a (including the UPI
Mechanism). Bid size of up to ₹ Mechanism
500,000)
Who can apply Market Maker Public financial institutions Resident Indian Resident Indian
as specified in Section 2(72) individuals, Eligible individuals, HUFs
of the Companies Act 2013, NRIs, HUFs (in the (in
scheduled commercial banks, name of Karta), the name of Karta)
multilateral and bilateral companies, corporate and Eligible NRIs
development financial bodies, scientific applying for Equity
institutions, mutual funds institutions, societies, Shares so that the
registered with SEBI, FPIs family offices, trusts, Bid
other than individuals, FPIs who are Amount shall be
corporate bodies and family individuals, corporate above two lots,
offices, VCFs, AIFs, FVCIs, bodies and family accordingly, the
registered with SEBI, state offices minimum
industrial development application
corporation, insurance size shall be above
company registered with ₹2.00 Lakhs.
IRDAI, provident fund with
minimum corpus of ₹2500
lakhs , pension fund with
minimum corpus of ₹2500
lakhs, National Investment
Fund set up by the
Government of India,
insurance funds set up and
managed by army, navy or air
force of the Union of India,
insurance funds set up and
managed by the Department
of Posts, India and
Systemically Important
NBFCs, in accordance with
applicable laws including
FEMA Rules.
(1) This issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.
(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018, this is an issue for at
least 25% of the post issue paid-up Equity share capital of the Company. This issue is being made through Book Building
Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(3) Subject to valid Bids being received at or above the issue price, under subscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the
discretion of our Company in consultation with the Book Running Lead Manager and the Designated Stock Exchange, subject
to applicable laws.
(4) Our Company, in consultation with the BRLM may allocate upto 60% of the QIB Portion to Anchor Investors on a
discretionary basis, in accordance with the SEBI (ICDR) Regulations, 2018, as amended. One-third of the Anchor Investor
Portion shall be reserved for domestic Mutual Funds subject to valid Bids being received from domestic Mutual Funds at or
above the Anchor Investor Price.
(5) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price shall
be payable by the Anchor Investor Pay-In Date as indicated in the CAN. For further details please refer to the section titled
“Issue Procedure” beginning on page 239 of the Prospectus
237SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated March
03, 2025 effective from the date of their publication in official gazette, has prescribed the allocation to each Individual Investors
which shall not be less than minimum application size applied by such individual investors and allotment to Non- Institutional
Investors shall be more than two lots, subject to availability of Equity Shares in the Non-Institutional Portion and the remaining
available Equity Shares, if any, shall be allocated on a proportionate basis. For further details, see “Terms of the Issue” on page
227.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective
directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines
and approvals to acquire the Equity Shares.
In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional Working
Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to
the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the BRLM
and at the terminals of the members of the Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges may be taken as the final data for
the purpose of Allotment.
238ISSUE PROCEDURE
All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable to
public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations
which is part of the abridged prospectus accompanying the Bid cum Application Form. The General Information Document is
available on the websites of the Stock Exchange and the BRLM. Please refer to the relevant provisions of the General Information
Document which are applicable to the Issue, especially in relation to the process for Bids by UPI Bidders through the UPI Mechanism.
The investors should note that the details and process provided in the General Information Document should be read along with this
section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors eligible
to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment instructions for
ASBA Bidders; (v)issuance of CAN and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the
Bid cum Application Form); (vii) designated date; (viii) disposal of applications; (ix) submission of Bid cum Application Form; (x)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on
technical grounds); (xi) applicable provisions of the Companies Act relating to punishment for fictitious applications; (xii) mode of
making refunds; and (xiii) interest in case of delay in Allotment or refund.
The SEBI ICDR Regulation, 2018 and as amended, permits the issue of securities to the public through the Book Building Process,
which states that not less than 35% of the Net Issue shall be available for allocation to Individual Investors who applies for minimum
application size. Not less than 15% of the Net Issue shall be available for allocation to Non- Institutional Investors of which one-third
of the Non-Institutional Portion will be available for allocation to Bidders with an application size of more than two lots and up to
such lots as equivalent to not more than ₹ 10.00 Lakhs and two-thirds of the Non-Institutional Portion will be available for allocation
to Bidders with an application size of more than ₹ 10.00 Lakhs and under-subscription in either of these two sub-categories of Non-
Institutional Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion. Subject to the availability of
Equity Shares in the Non – Institutional investors category, the allotment to each Non-Institutional Investors shall not be less than the
minimum application size in Non-Institutional Category and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI (ICDR) Regulations, 2018
and as amended. Not more than 50% of the Net Issue shall be allotted to QIBs, subject to valid Bids being received at or above the
Issue Price.
Further, SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025 dated
March 03, 2025, our Company shall ensure that the minimum application size shall be two lots per application and minimum
application size above ₹ 2 lakhs:
“Provided that the minimum application size shall be above ₹ 2 lakhs.”
SEBI through the UPI Circulars no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022,
circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and any subsequent circulars or notifications issued by SEBI
in this regard, has introduced an alternate payment mechanism using Unified Payments Interface (UPI) and consequent reduction in
timelines for listing in a phased manner. UPI has been introduced in a phased manner as a payment mechanism in addition to ASBA
for applications by UPI Bidders through intermediaries from January 1, 2019. The UPI Mechanism for UPI Bidders applying through
Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6 days (UPI Phase I).
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with circular
bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by IIs through Designated
Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated Intermediaries to SCSBs
for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was
mandated for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase
II”). Subsequently however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019 extended the timeline for implementation of UPI Phase II till March 31, 2020. However, given the prevailing
uncertainty due to the COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
had decided to continue with the UPI Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for
applications by UPI Bidders (“UPI Phase III”), and modalities of the implementation of UPI Phase III was notified by SEBI
vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all
issues opening on or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. The Issue
239will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis, subject to any circulars,
clarification or notification issued by the SEBI from time to time.
Further, pursuant to SEBI master circular bearing reference no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17,
2023(“SEBI RTA Master Circular”) and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, SEBI has
introduced certain additional measures for streamlining the process of initial public offers and redressing investor grievances. The
SEBI RTA Master Circular consolidated the aforementioned circulars (excluding SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) and rescinded these circulars to the extent relevant for RTAs.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in
initial public offerings whose application size are up to ₹5,00,000 shall use the UPI Mechanism and provide their UPI ID in the Bid-
cum-Application Form for bidding through Syndicate, sub syndicate members, Registered Brokers, RTAs or CDPs, or online using
the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers. Pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA facility in initial public
offerings shall be processed only after application monies are blocked in the bank accounts of investors (all categories).
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/Issue Closing Date, in accordance with the SEBI master circular no.
SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, the Bidder shall be compensated at a uniform rate of
₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Issue Closing Date by the intermediary
responsible for causing such delay in unblocking. The Book Running Lead Manager shall, in their sole discretion, identify and fix
the liability on such intermediary or entity responsible for such delay in unblocking. Further, SEBI vide the SEBI master circular
no. SEBI/HO/CFD/PoD2/P/CIR/2023/00094 dated June 21, 2023, has reduced the timelines for refund of Application money to
four days.
Further, our Company and the BRLM are not liable for any amendment, modification or change in the applicable law which may
occur after the date of this Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are
submitted in accordance with applicable laws and do not exceed the investment limits or maximum number of Equity Shares that
can be held by them under applicable law or as specified in the Red Herring Prospectus and the Prospectus.
The BRLM shall be the nodal entity for any issues arising out of public issuance process.
Our Company and the Syndicate are not liable for any adverse occurrences’ consequent to the implementation of the UPI Mechanism
for application in this Issue.
Pursuant to circular no. NSDL/CIR/II/28/2023 dated August 8, 2023 issued by NSDL and circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023 issued by CDSL; our Company may request the Depositories to suspend/
freeze the ISIN in depository system till listing/ trading effective date. Pursuant to the aforementioned circulars, our Company may
request the Depositories to suspend/ freeze the ISIN in depository system from or around the date of the Prospectus till the listing
and commencement of trading of our Equity Shares. The shareholders who intend to transfer the pre-issue shares may request our
Company and/ or the Registrar for facilitating transfer of shares under suspended/ frozen ISIN by submitting requisite documents
to our Company and/ or the Registrar. Our Company and/ or the Registrar would then send the requisite documents along with
applicable stamp duty and corporate action charges to the respective depository to execute the transfer of shares under suspended
ISIN through corporate action. The transfer request shall be accepted by the Depositories from our Company till one day prior to
Bid/ Issue Opening Date.
BOOK BUILDING PROCEDURE:
This Issue was being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance with Regulation
253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue was allocated on a proportionate basis to QIBs,
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.
Further, 5.00% of the QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over
from the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds,
subject to valid Bids being received at or above the Issue Price. Further, not less than 15.00% of the Issue shall be available for
allocation to Non-Institutional Bidders (of which one third of the Non-Institutional Portion was reserved for Bidders with an
application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; and two-thirds of the Non-
Institutional Portion was reserved for Bidders with an application size of more than ₹10 lakhs) and under-subscription in either of
these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other subcategory of Non-Institutional
Portion, subject to valid Bids being received at or above the Offer Price and not less than 35.00% of the Issue shall be available for
allocation to Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above
the Issue Price.
Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill over from any other
category or combination of categories of Bidders at the discretion of our Company, in consultation with the BRLM and the
Designated Stock Exchange subject to receipt of valid Bids received at or above the Issue Price. Under- subscription, if any, in the
QIB Portion, would not be allowed to be met with spill-over from any other category or a combination of categories.
The Equity Shares, on Allotment, was traded only in the dematerialized segment of the Stock Exchange.Investors should note that the Equity Shares will be allotted to all successful Bidders only in dematerialised form. The Bid
cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, the
PAN and UPI ID, for IBs Bidding in the Individual Portion using the UPI Mechanism, shall be treated as incomplete and
will be rejected. Bidders will not have the option of being allotted Equity Shares in physical form. However, they may get
their Equity Shares rematerialized subsequent to allotment of the Equity Shares in the Issue, subject to applicable laws.
AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS
The Memorandum containing the salient features of the Red Herring Prospectus together with the Application Forms and copies of
the Red Herring Prospectus may be obtained from the Registered Office of our Company, from the Registered Office of the Lead
Manager to the Issue, Registrar to the Issue as mentioned in the Application form. The application forms may also be downloaded
from the website of BSE Limited i.e. https://www.bseindia.com/. Applicants shall only use the specified Application Form for the
purpose of making an Application in terms of the Red Herring Prospectus. All the applicants shall have to apply only through the
ASBA process. ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSBs authorizing
blocking of funds that are available in the bank account specified in the Application Form. Applicants shall only use the specified
Application Form for the purpose of making an Application in terms of this Prospectus. The Application Form shall contain space
for indicating number of specified securities subscribed for in demat form.
Phased implementation of Unified Payments Interface
SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and convertibles. Pursuant to
the UPI Circulars, UPI has been introduced in a phased manner as a payment mechanism (in addition to mechanism of blocking
funds in the account maintained with SCSBs under ASBA) for applications by IIs through intermediaries with the objective to
reduce the time duration from public issue closure to listing from six Working Days to upto three Working Days. Considering the
time required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI Mechanism,
the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the following manner:
a) Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase, a Individual Bidder,
besides the modes of Bidding available prior to the UPI Circulars, also had the option to submit the Bid cum Application
Form with any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from
public issue closure to listing continued to be six Working Days.
b) Phase II: This phase has commenced with effect from July 01, 2019 and will continue for a period of three months or floating
of five main board public issues, whichever is later. Under this phase, submission of the Bid cum Application Form by a
Individual Investor through intermediaries to SCSBs for blocking of funds has been discontinued and has been replaced by
the UPI Mechanism. However, the time duration from public issue closure to listing continues to be six Working Days during
this phase. SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II till further notice.
c) Phase III: Subsequently, the time duration from public issue closure to listing would be reduced to be three Working Days.
d) SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has
reduced the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as
against the present requirement of 6 working days (T+6 days); ‘T’ being issue closing date. The provisions of this circular
shall be applicable, on voluntary basis for public issues opening on or after September 1, 2023 and on mandatory basis for
public issues opening on or after December 1, 2023. Our Company may choose to close this Issue within three (03) working
days, in accordance with the timeline provided under the aforementioned circular.
Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for applications that have
been made through the UPI Mechanism. The requirements of the UPI Circular include, appointment of a nodal officer by the SCSB
and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and unblocking of UPI
mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement
for the bank accounts of unsuccessful Bidders to be unblocked not later than one day from the date on which the Basis of Allotment
is finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant
securities law. Additionally, if there is any delay in the redressal of investors complaints in this regard, the relevant SCSB as well
as the post – Issue BRLM will be required to compensate the concerned investor.
All SCSBs offering the facility of making applications in public issues shall also provide the facility to make application using UPI.
The Company will be required to appoint one of the SCSBs as a Sponsor Bank to act as a conduit between the Stock Exchanges and
NPCI in order to facilitate collection of requests and/ or payment instructions of the Individual Bidders using the UPI.
The processing fees for applications made by Individual Bidders using the UPI Mechanism may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021.
241For further details, refer to the “General Information Document” available on the websites of the Stock Exchange and the BRLM.
Bid cum Application Form
Copies of the Bid cum Application Form and the abridged prospectus were made available with the Designated Intermediaries at
the Bidding Centres, and our Registered and Corporate Office. An electronic copy of the Bid cum Application Form were also made
available for download on the website of BSE Limited (https://www.bseindia.com/) at least one day prior to the Bid/Issue Opening
Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLM.
All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the ASBA process.
Anchor Investors were not permitted to participate in the Issue through the ASBA process. The UPI Bidders could additionally Bid
through the UPI Mechanism.
ASBA Bidders (i.e., those not using the UPI Mechanism) must provide bank account details and authorisation to block funds in
their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain such
details are liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is blocked
in the ASBA account of the Bidder pursuant to SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.
All ASBA Bidders were required to provide either, (i) bank account details and authorizations to block funds in the ASBA Form;
or (ii) the UPI ID (in case of UPI Bidders), as applicable, in the relevant space provided in the ASBA Form and the ASBA Forms
that did not contain such details will be rejected. Applications were made by the UPI Bidders using third party bank account or
using third party linked bank account UPI ID are liable to be rejected.
The UPI Bidders Bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the Bid cum
Application Form and the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. ASBA Bidders shall
ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted at the Bidding Centres
only (except in case of Electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp are liable to be rejected.
UPI Bidders using UPI Mechanism, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-
Syndicate members, Registered Brokers, RTAs or CDPs. Further, ASBA Bidders shall ensure that the Bids are submitted at the
Bidding Centres only on ASBA Forms bearing the stamp of a Designated Intermediary (except in case of Electronic ASBA Forms)
and ASBA Forms not bearing such specified stamp maybe liable for rejection. IIs authorising an SCSB to block the Bid Amount in
the ASBA Account may submit their ASBA Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has
sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank(s),
as applicable at the time of submitting the Bid. In order to ensure timely information to investors, SCSBs are required to send SMS
alerts to investors intimating them about Bid Amounts blocked/ unblocked.
Since the Issue is made under Phase III (on a mandatory basis), ASBA Bidders may submit the ASBA Form in the manner below:
a) IIs (other than the IIs using UPI Mechanism) may submit their ASBA Forms with SCSBs (physically or online, as applicable),
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
b) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms with the Syndicate, Sub-Syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
provided by certain brokers.
c) QIBs and NIBs not using the UPI Mechanism may submit their ASBA Forms with SCSBs, Syndicate, Sub-Syndicate members,
Registered Brokers, RTAs or CDPs.
d) ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent to the
full Bid Amount which can be blocked by the SCSB or the Sponsor Bank(s), as applicable, at the time of submitting the Bid. In
order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating them about Bid
Amounts blocked / unblocked.
For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated
May 30, 2022, all the ASBA applications in public issues shall be processed only after the application monies are blocked in the
investor’s bank accounts. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with
a mandatory confirmation on the application monies blocked. The circular is applicable for all categories of investors viz. Individual,
QIB and NIB and also for all modes through which the applications are processed.
UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum Application
Form.
Anchor Investors were not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form was available with the BRLM.
242The prescribed colour of the Application Form for various categories was as follows:
Category Colour of Application Form*
Anchor Investor** White
Resident Indians, including resident QIBs, Non-Institutional Investors, Individual Investors and White
Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FII’s, FVCIs etc. applying on a repatriation basis Blue
Note: Electronic Bid Cum Application Forms will also be available for download on the website of the BSE Limited
(https://www.bseindia.com/).
** Bid cum application for Anchor Investor was made available at the Office of the BRLM.
The Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid cum Application Form to the respective SCSB,
where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any escrow bank. Further, SCSBs shall upload
the relevant Bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of
the Stock Exchanges. Stock Exchanges shall validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN,
on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-
submission within the time specified by Stock Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or
PAN ID, bank code and location code in the Bid details already uploaded up to 4.00 p.m. on Bid/ Issue Closing Date.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the electronic bidding system
of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms (except Bid cum
Application Forms submitted by UPI Bidders Bidding using the UPI Mechanism) to the respective SCSB, where the Bidder has a
bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank(s).
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis through API integration to enable the Sponsor Bank(s) to initiate a UPI Mandate Request to such
Individual Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI
Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with
UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform,
and the liability to compensate UPI Bidders (Bidding through UPI Mechanism) in case of failed transactions shall be with the
concerned entity (i.e., the Sponsor Bank(s), NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a
halt. The NPCI shall share the audit trail of all disputed transactions/ investor complaints to the Sponsor Bank(s) and the issuer
bank. The Sponsor Bank(s) and the Bankers to the Issue shall provide the audit trail to the BRLMs for analysing the same and fixing
liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51dated
April 20, 2022 and SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR /2022/75 dated May 30, 2022.
For all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in the ASBA Accounts of
relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid/Issue Closing Date (“Cut- Off Time”). Accordingly, UPI
Bidders should accept UPI Mandate Requests for blocking of funds prior to the Cut-Off Time and all pending UPI Mandate Requests
at the Cut-Off Time shall lapse.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and will
also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code and
description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout their
lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the UPI Circulars.
Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement
cycle and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer
banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Issue Opening Date till
the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks, performance of apps and UPI handles,
down-time / network latency (if any) across intermediaries and any such processes having an impact / bearing on the Issue Bidding
process.
243The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only after
such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format prescribed by SEBI or
applicable law
An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the following
intermediaries (Collectively called – Designated Intermediaries”)
Sr. No. Designated Intermediaries
1. An SCSB, with whom the bank account to be blocked, is maintained
2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (‘broker’)
4. A depository participant (‘DP’) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)
5. A registrar to an Issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the stock exchange
as eligible for this activity)
Individual investors submitting application with any of the entities at (ii) to (v) above (hereinafter referred as “Intermediaries”),
and intending to use UPI, shall also enter their UPI ID in the Bid Cum Application Form.
The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter
foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in physical
or electronic mode, respectively.
The upload of the details in the electronic bidding system of stock exchange was done by:
For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic bidding
submitted by system as specified by the stock exchange and may begin blocking funds available in the bank account
Investors to SCSB: specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and upload the
submitted by relevant details in the electronic bidding system of the stock exchange. Post uploading, they shall forward
investors to a schedule as per prescribed format along with the Bid Cum Application Forms to designated branches of
intermediaries other the respective SCSBs for blocking of funds within one day of closure of Issue.
than SCSBs:
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and upload the
submitted by relevant application details, including UPI ID, in the electronic bidding system of stock exchange. Stock
investors to exchange shall share application details including the UPI ID with sponsor bank on a continuous basis, to
intermediaries other enable sponsor bank to initiate mandate request on investors for blocking of funds. Sponsor bank shall
than SCSBs with use initiate request for blocking of funds through NPCI to investor. Investor to accept mandate request for
of UPI for payment: blocking of funds, on his/her mobile application, associated with UPI ID linked bank account.
Stock exchange validated the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real-time
basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re- submission within the
time specified by stock exchange.
Stock exchange allowed modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID
can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.
Upon completion and submission of the Bid Cum Application Form to Application Collecting intermediaries, the Bidders were
deemed to have authorized our Company to make the necessary changes in the Prospectus, without prior or subsequent notice of
such changes to the Bidders.
WHO CAN BID?
Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to
hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the RHP for
more details.
Subject to the above, an illustrative list of Bidders is as follows:
a) Indian nationals resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended,
in single or as a joint application and minors having valid Demat account as per Demographic Details provided by the
244Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right to
accept the Applications belonging to an account for the benefit of minor (under guardianship);
b) Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the application is
being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or First Bidder: XYZ
Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta. Applications by HUFs
would be considered at par with those from individuals;
c) Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the
Equity Shares under their respective constitutional and charter documents;
d) Mutual Funds registered with SEBI;
e) Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible NRIs
are not eligible to participate in this Issue;
f) Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);
g) FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;
h) Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
i) Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Bidder ‘s category;
j) Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;
k) Foreign Venture Capital Investors registered with the SEBI;
l) Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to Trusts
and who are authorized under their constitution to hold and invest in equity shares;
m) Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
n) Insurance Companies registered with Insurance Regulatory and Development Authority, India;
o) Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and invest
in equity shares;
p) Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution
to hold and invest in equity shares;
q) National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government of
India published in the Gazette of India;
r) Multilateral and bilateral development financial institution;
s) Eligible QFIs;
t) Insurance funds set up and managed by army, navy or air force of the Union of India;
u) Insurance funds set up and managed by the Department of Posts, India;
v) Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable to
them.
APPLICATIONS NOT TO BE MADE BY:
1. Minors (except through their Guardians)
2. Partnership firms or their nominations
3. Foreign Nationals (except NRIs)
4. Overseas Corporate Bodies
As per the existing regulations, OCBs are not eligible to participate in this Issue. The RBI has however clarified in its
circular, A.P. (DIR Series) Circular No. 44, dated December 8, 2003 that OCBs which are incorporated and are not under
the adverse notice of the RBI are permitted to undertake fresh investments as 138 incorporated non- resident entities in
terms of Regulation 5(1) of RBI Notification No.20/2000-RB dated May 3, 2000 under FDI Scheme with the prior approval
of Government if the investment is through Government Route and with the prior approval of RBI if the investment is
245through Automatic Route on case by case basis. OCBs may invest in this Issue provided it obtains a prior approval from
the RBI. On submission of such approval along with the Bid Cum Application Form, the OCB shall be eligible to be
considered for share allocation.
Participation by Promoters, Promoter Group, The Book Running Lead Manager, The Syndicate Members and Persons
Related to Promoters/Promoter Group/The Book Running Lead Manager
The Book Running Lead Manager and the Syndicate Members shall not be allowed to purchase Equity Shares in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the Book Running Lead
Manager and the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional
Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis or in any other manner as introduced
under applicable laws, and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of the Book Running Lead Manager and Syndicate Members, shall be treated equally for the
purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the Book Running Lead Manager nor any associate of the Book Running Lead Manager can apply
in the Issue under the Anchor Investor Portion:
a. mutual funds sponsored by entities which are associate of the Book Running Lead Manager;
b. insurance companies promoted by entities which are associate of the Book Running Lead Manager;
c. AIFs sponsored by the entities which are associate of the Book Running Lead Manager; or
d. FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are associate of the Book
Running Lead Manager.
Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Manager” if: (i) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (ii) either of
them, directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (iii) there is a common
director, excluding nominee director, amongst the Anchor Investors and the BRLM.
Further, the Promoter and members of the Promoter Group shall not participate by applying for Equity Shares in the Issue, except
in accordance with the applicable law. Furthermore, persons related to the Promoter and the Promoter Group shall not apply in the
Issue under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders’
agreement or voting agreement entered into with any of the Promoter or members of the Promoter Group of our Company, veto
rights or a right to appoint any nominee director on our Board, shall be deemed to be a person related to the Promoter or Promoter
Group of our Company.
MAXIMUM AND MINIMUM APPLICATION SIZE
1. For Individual Bidders
Individual Investor who applies for 2 lots with minimum application size of above Rs 2 lakhs. In case of revision of
Applications, the Individual Bidders have to ensure that the Application Price exceeds ₹ 2,00,000.
2. For Other than Individual Bidders (Non-Institutional Applicants and QIBs):
The Application must be for more than two lots and in multiples of 1,000 Equity Shares thereafter. An application cannot
be submitted for more than the Net Issue Size. However, the maximum Application by a QIB investor should not exceed
the investment limits prescribed for them by applicable laws. Under existing SEBI Regulations, a QIB Bidder cannot
withdraw its Application after the Issue Closing Date and is required to pay 100% QIB Margin upon submission of
Application.
In case of revision in Applications, the Non-Institutional Bidders, who are individuals, have to ensure that the Application
is for more than two lots for being considered for allocation in the Non-Institutional Portion.
Bidders are advised to ensure that any single Application from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Prospectus.
The above information is given for the benefit of the Bidders. The Company and the BRLM are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares
applied for do not exceed the applicable limits under laws or regulations.
METHOD OF BIDDING PROCESS
Our Company, in consultation with the BRLM will decide the Price Band and the minimum Bid lot size for the Issue and the
same shall be advertised in all editions Financial Express, an English national daily newspaper and all editions of Jansatta, a Hindi
national daily newspaper and Hindu Tamil Thisai, The Tamil Regional Newspaper (Tamil being the official language of Tamil
246Nadu, where our Registered Office is situated) each with wide circulation at least two Working Days prior to the Bid / Issue
Opening Date. The BRLM and the SCSBs shall accept Bids from the Bidders during the Bid / Issue Period.
a) The Bid / Issue Period was for a minimum of three Working Days and did not exceed 10 Working Days.
b) Each Bid cum Application Form gave the Bidder the choice to Bid for up to three optional prices (for details refer to the
paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and specify the demand
(i.e., the number of Equity Shares Bid for) in each option. The price and demand options submitted by the Bidder in the Bid
cum Application Form were treated as optional demands from the Bidder and will not be cumulated. After determination of
the Issue Price, the maximum number of Equity Shares Bid for by a Bidder/Applicant at or above the Issue Price will be
considered for allocation/Allotment and the rest of the Bid(s), irrespective of the Bid Amount, will become automatically
invalid.
c) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum Application
Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application Form to either the same
or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected either before entering the Bid into
the electronic bidding system, or at any point of time prior to the allocation or Allotment of Equity Shares in this Issue.
However, the Bidder can revise the Bid through the Revision Form, the procedure for which is detailed under the paragraph
“Buildup of the Book and Revision of Bids”.
d) The BRLM/the SCSBs will enter each Bid option into the electronic bidding system as a separate Bid and generate a
Transaction Registration Slip, (“TRS”), for each price and demand option and give the same to the Bidder. Therefore, a
Bidder can receive up to three TRSs for each Bid cum Application Form.
e) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated Branch
of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as mentioned in
the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.
f) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids and
shall not upload such Bids with the Stock Exchange.
g) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a separate
Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder on request.
h) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal/failure of the Issue or until withdrawal/rejection of the Bid cum Application Form, as the case may be. Once the
Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB for unblocking the
relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to the Public Issue Account. In
case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such information from the
Registrar to the Issue.
BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS
a. Our Company in consultation with the BRLM, finalized the Offer Price within the Price Band, without the prior approval
of, or intimation, to the Bidders
b. The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity Shares at
a specific price. Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off Price is prohibited for
QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders shall be rejected.
c. Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price within the Price
Band. Individual Bidders shall submit the Bid cum Application Form along with a cheque/demand draft for the Bid Amount
based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding Non-Institutional Bidders and QIB
Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to block an amount based on the Cap Price.
d. The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other applicants
Option to Subscribe in the Issue
a. As per Section 29(1) of the Companies Act 2013, allotment of Equity Shares shall be made in dematerialized form only.
Investors will not have the option of getting allotment of specified securities in physical form.
b. The Equity Shares, on allotment, shall be traded on the Stock Exchange in demat segment only.
c. A single application from any investor shall not exceed the investment limit/minimum number of Equity Shares that can be
held by him/her/it under the relevant regulations/statutory guidelines and applicable law.
247Information for the Bidders:
1. Our Company and the Book Running Lead Manager declared the Issue Opening Date and Issue Closing Date in the Red
Herring Prospectus registered with the RoC and also published the same in all editions Financial Express, an English
national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and Hindu Tamil Thisai, The Tamil
Regional Newspaper (Tamil being the official language of Tamil Nadu, where our Registered Office is situated) each with
wide circulation. This advertisement shall be in prescribed format.
2. Our Company filed the Red Herring Prospectus with the RoC at least 3 (three) days before the Issue Opening Date.
3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Red Herring Prospectus will be
available with the, the Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our Company.
Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.
4. Any Bidder who would like to obtain the Red Herring Prospectus and/ or the Bid Cum Application Form can obtain the
same from our Registered Office.
5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to register their
applications.
6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated
Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by Applicants whose
beneficiary account is inactive shall be rejected.
7. The Bid Cum Application Form can be submitted either in physical or electronic mode, to the SCSBs with whom the ASBA
Account is maintained, or other Designated Intermediaries (Other than SCSBs). SCSBs may provide the electronic mode
of collecting either through an internet enabled collecting and banking facility or such other secured, electronically enabled
mechanism for applying and blocking funds in the ASBA Account. The Individual Applicants has to apply only through
UPI Channel, they have to provide the UPI ID and validate the blocking of the funds and such Bid Cum Application Forms
that do not contain such details are liable to be rejected.
8. Bidders applying directly through the SCSBs should ensure that the Bid Cum Application Form is submitted to a Designated
Branch of SCSB, where the ASBA Account is maintained. Applications submitted directly to the SCSB’s or other
Designated Intermediaries (Other than SCSBs), the relevant SCSB, shall block an amount in the ASBA Account equal to
the Application Amount specified in the Bid Cum Application Form, before entering the ASBA application into the
electronic system.
9. Except for applications by or on behalf of the Central or State Government and the Officials appointed by the courts and by
investors residing in the State of Sikkim, the Bidders, or in the case of application in joint names, the first Bidder (the first
name under which the beneficiary account is held), should mention his/her PAN allotted under the Income Tax Act. In
accordance with the SEBI Regulations, the PAN would be the sole identification number for participating transacting in the
securities market, irrespective of the amount of transaction. Any Bid Cum Application Form without PAN is liable to be
rejected. The demat accounts of Bidders for whom PAN details have not been verified, excluding person resident in the
State of Sikkim or persons who may be exempted from specifying their PAN for transacting in the securities market, shall
be “suspended for credit” and no credit of Equity Shares pursuant to the Issue will be made into the accounts of such
Bidders.
10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum Application Form and
entered into the electronic collecting system of the Stock Exchange Designated Intermediaries do not match with PAN, the
DP ID and Client ID available in the Depository database, the Bid Cum Application Form is liable to be rejected.
BIDS BY HUFS
Bids by Hindu Undivided Families or HUFs should be made in the individual name of the Karta. The Bidder should specify that
the Bid is being made in the name of the HUF in the Bid cum Application Form/Application Form as follows: “Name of sole or
first Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by
HUFs will be considered at par with Bids/Applications from individuals.
BIDS BY MUTUAL FUNDS
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without
assigning any reason thereof.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned schemes
for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
248clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10.00% of its net asset value in equity shares or equity related instruments of any
single company provided that the limit of 10.00% shall not be applicable for investments in case of index funds or sector or
industry specific schemes. No Mutual Fund under all its schemes should own more than 10.00% of any company’s paid-up share
capital carrying voting rights.
BIDS BY ELIGIBLE NRIS
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied by
payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Bidders bidding
on a repatriation basis by using the Non-Resident Forms should authorize their SCSB (if they are Bidding directly through the
SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-
Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding
on a non- repatriation basis by using Resident Forms should authorize their SCSB (if they are Bidding directly through SCSB) or
confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident
Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Bid cum Application Form. Participation
of Eligible NRIs in the Issue shall be subject to the FEMA Rules.
In accordance with the Consolidated FDI Policy, the total holding by any individual NRI, on a repatriation or non- repatriation
basis, shall not exceed 5.00% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5.00% of the paid-up
value of each series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of
all NRIs and OCIs put together, on a repatriation or non- repatriation basis, shall not exceed 10% of the total paid-up equity capital
on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures or preference shares or share
warrant. Provided that the aggregate ceiling of 10.00% may be raised to 24.00% if a special resolution to that effect is passed by
the general body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circular). Further, subject
to applicable law, NRIs may use Channel IV (as specified in the UPI Circular) to apply in the Issue, provided the UPI facility is
enabled for their NRE/ NRO accounts.
NRIs applying in the Issue using UPI Mechanism are advised to enquire with the relevant bank whether their bank account is UPI
linked prior to making such application. For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” beginning on page 268. Participation of eligible NRIs shall be subject to FEMA NDI Rules.
BIDS BY FPIS
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control) must be below 10% of
our post-Issue Equity Share capital. Further, in terms of the FEMA NDI Rules, with effect from April 1, 2020, the aggregate FPI
investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA NDI Rules with respect to its
paid-up equity capital on a fully diluted basis. Currently, the sectoral cap for Individual trading of food products manufactured
and/ or produced in India is 100% under automatic route.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by the
Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the
SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the right
to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application
Form for Non-Residents.
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things done or omitted to be done
before such supersession. FPIs are permitted to participate in the Issue subject to compliance with conditions and
restrictions which may be specified by the Government from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments(as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only by
persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration
as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv)
such other conditions as may be specified by SEBI from time to time.
An FPI issuing off-shore derivate instruments is also required to ensure that any transfer of off-shore derivative instruments issued
249by, or on behalf of it subject to, inter alia, the following conditions:
(i). such offshore derivative instruments are transferred to person subject to fulfilment of SEBI FPI Regulations; and
(ii). Prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative instruments
are to be transferred are pre-approved by the FPI.
Bids by FPIs which finalized the multi-investment manager structure in accordance with the Operational Guidelines for Foreign
Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI Regulations
(“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP
IDs shall not be treated as multiple Bids (“MIM Bids”). It is hereby clarified that FPIs bearing the same PAN may be treated as
multiple Bids by a Bidder and may be rejected, except for Bids from FPIs that finalized the multi- investment manager structure
in accordance with the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids,
FPIs making MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, are required
to submit a confirmation that their Bids are under the MIM Structure and indicate the name of their investment managers in such
confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence of such confirmation
from the relevant FPIs, such MIM Bids shall be rejected.
BIDS BY SEBI-REGISTERED AIFS, VCFS AND FVCIS
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. FVCIs can invest only up to 33.33% of the investible
funds by way of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of
the investible funds in one investee company directly or through investment in the units of other AIFs. A Category III AIF cannot
invest more than 10% of the investible funds in one investee company directly or through investment in the units of other AIFs.
AIFs which are authorized under the fund documents to invest in units of AIFs are prohibited from offering their units for
subscription to other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more
than 1/3rd of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Additionally,
a VCF that has not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF
Regulations (and accordingly shall not be allowed to participate in the Issue) until the existing fund or scheme managed by the
fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other categories
for the purpose of allocation.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior to Issue, shall be
locked-in for a period of at least one year from the date of purchase of such Equity Shares.
All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees
only and net of bank charges and commission.
The Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of foreign
currency.
BIDS BY LIMITED LIABILITY PARTNERSHIPS
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLM, reserve the right to reject any Bid without assigning
any reason thereof.
BIDS BY BANKING COMPANIES
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum Application
Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason
thereof. The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, the
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as amended and Master Circular on Basel III
Capital Regulations dated July 1, 2014, as amended, is 10.00% of the paid up share capital of the investee company, not being its
subsidiary engaged in non-financial services, or 10.00% of the bank’s own paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital
of such investee company, subject to prior approval of the RBI if (i) the investee company is engaged in non- financial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; or (ii) the additional acquisition is
through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The bank is
required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The aggregate
investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or indirectly
controlled by the bank; and mutual funds managed by asset management companies controlled by the bank, more than 20% of
250the investee company’s paid up share capital engaged in non-financial services. However, this cap doesn’t apply to the cases
mentioned in (i) and (ii) above. The aggregate equity investments made by a banking company in all subsidiaries and other entities
engaged in financial services and non-financial services, including overseas investments shall not exceed 20% of the bank’s paid-
up share capital and reserves.
In terms of the Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended (i) a bank’s investment in the
capital instruments issued by banking, financial and insurance entities should not exceed 10% of its capital funds; (ii) banks should
not acquire any fresh stake in a bank’s equity shares, if by such acquisition, the investing bank’s holding exceeds 5% of the
investee bank’s equity capital; (iii) equity investment by a bank in a subsidiary company, financial services company, financial
institution, stock and other exchanges should not exceed 10% of the bank’s paid-up share capital and reserves; (iv) equity
investment by a bank in companies engaged in non-financial services activities would be subject to a limit of 10% of the investee
company’s paid- up share capital or 10% of the bank’s paid-up share capital and reserves, whichever is less; and (v) a banking
company is restricted from holding shares in any company, whether as pledgee, mortgagee or absolute owner, of an amount
exceeding 30% of the paid-up share capital of that company or 30% of its own paid-up share capital and reserves, whichever is
less. For details in relation to the investment limits under Master Direction – Ownership in Private Sector Banks, Directions, 2016,
see “Key Industrial Regulations and Policies” beginning on page 146
BIDS BY SCSBS
SCSBs participating in the Issue are required to comply with the terms of the circulars issued by the SEBI dated September 13,
2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications on their own account using ASBA,
they should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in such account for
such applications.
BIDS BY SYSTEMICALLY IMPORTANT NBFCS
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net worth certificate from its statutory auditors,
and (iv) such other approval as may be required by the Systemically Important NBFCs are required to be attached to the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject any Bid without
assigning any reason thereof.
Systemically Important NBFCs participating in the Issue shall comply with all applicable regulations, directions, guidelines and
circulars issued by the RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
BIDS BY INSURANCE COMPANIES
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI must be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves
the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity shares
of the investee company, the entire group of the investee company and the industry sector in which the investee company operates.
Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations 2016, as amended, which
are broadly set forth below:
a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of the respective fund
in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b) the entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging to the
group, whichever is lower; and
c) the industry sector in which the investee company operates: not more than 15% of the fund of a life insurer or a general
insurer or a reinsurer or 15% of the investment asset, whichever is lower.
The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of the
investment assets of a life insurer or general insurer and the amount calculated under (a), (b) and (c) above, as the case may be.
*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with
investment assets of ₹ 25,000,000 lakhs or more and 12% of outstanding equity shares (face value) for insurers with investment
assets of ₹ 5,000,000 lakhs or more but less than ₹ 25,000,000 lakhs.
Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued by
IRDAI from time to time.
251BIDS BY PROVIDENT FUNDS/PENSION FUNDS
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹ 2,500 lakhs, a
certified copy of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to reject
any Bid without assigning any reason thereof.
BIDS BY ANCHOR INVESTORS
Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for up to 60% of the
QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1)(ss) of the SEBI Regulations and
not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The QIB Portion will be reduced
in proportion to allocation under the Anchor Investor Portion. In the event of undersubscription in the Anchor Investor Portion,
the balance Equity Shares will be added to the QIB Portion. In accordance with the SEBI Regulations, the key terms for
participation in the Anchor Investor Portion are provided below.
1) Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors at the offices of the BRLM.
2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least 200.00 lakhs. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of 200.00 lakhs
3) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and be completed on the
same day.
5) Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs,
minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00
Lakhs per Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i)minimum of 5 (five) and
maximum of 15 (fifteen) Anchor Investors for allocation upto2500.00 Lakhs; and (ii) an additional 10 Anchor
Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor Portion; subject
toa minimum Allotment of 100.00 Lakhs per Anchor Investor.
6) Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made will be made available in the public
domain by the BRLM before the Bid/Issue Opening Date, through intimation to the Stock Exchange.
7) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2
(two) Working Days from the Bid/ Issue Closing Date. If the Issue Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price.
9) At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be shown
graphically on the bidding terminals of syndicate members and website of stock exchange offering electronically linked
transparent bidding facility, for information of public.
10) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30days from the date of Allotment.
11) The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by
entities related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of
Anchor Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM for
inspection byes.
12) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
13) Anchor Investors are not permitted to Bid in the Issue through the ASBA process.
BIDS UNDER POWER OF ATTORNEY
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, Eligible
FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds set up by the army, navy or air force
252of the Union of India, insurance funds set up by the Department of Posts, India, or the National Investment Fund and provident
funds with a minimum corpus of ₹ 2,500lakhs (subject to applicable law) and pension funds with a minimum corpus of ₹ 2,500
lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified
copy of the memorandum of association and articles of association and/or bye laws must be lodged along with the Bid cum
Application Form. Failing this, our Company, in consultation with the BRLM, reserves the right to accept or reject any Bid in
whole or in part, in either case without assigning any reason therefor.
Our Company, in consultation with the BRLM, in their absolute discretion, reserves the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form subject to the terms and conditions that
our Company, in consultation with the BRLM may deem fit.
ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE:
1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue shall send
to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.
2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The dispatch
of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder.
Issue Procedure for Application Supported by Blocked Account (ASBA) Bidders
In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders have to
compulsorily apply through the ASBA Process. Our Company and the Book Running Lead Manager are not liable for any
amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this Red Herring
Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum
Application Form is correctly filled up, as described in this section.
The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process are
provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated branches of
SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.
Terms of payment
The entire Issue price of ₹ 140 per share is payable on application. In case of allotment of lesser number of Equity Shares than
the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Bidders.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount after
transfer will be unblocked by the SCSBs.
The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and has been
established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to facilitate collections
from the Bidders.
Payment mechanism
The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Bid Cum Application Form. The SCSB shall keep the
Application Amount in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of instructions
from the Registrar to unblock the Application Amount. However, Non- Individual Bidders shall neither withdraw nor lower the
size of their applications at any stage. In the event of withdrawal or rejection of the Bid Cum Application Form or for unsuccessful
Bid Cum Application Forms, the Registrar to the Issue shall give instructions to the SCSBs to unblock the application money in
the relevant bank account within one day of receipt of such instruction. The Application Amount shall remain blocked in the
ASBA Account until finalization of the Basis of Allotment in the Issue and consequent transfer of the Application Amount to the
Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Application by the ASBA Bidder, as the
case may be.
Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Issue shall use only Application
Supported by Blocked Amount (ASBA) process for application providing details of the bank account which will be blocked by
the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors applying in public Issue have to use UPI
as a payment mechanism with Application Supported by Blocked Amount for making application.
Payment into Escrow Account for Anchor Investors
All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to note the
following:
253Our Company in consultation with the Book Running Lead Manager, in its absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective
names will be notified to such Anchor Investors.
a) For Anchor Investors, the payment instruments for payment into the Escrow Account should be drawn in favour of: a. In
case of resident Anchor Investors: ― “Airfloa Rail Technology Limited Anchor R Account– Anchor Account- R”
b) In case of Non-Resident Anchor Investors: ― “Airfloa Rail Technology Limited- Anchor NR Account – Anchor
Account- NR”
c) Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to facilitate
collections from the Anchor Investors.
Electronic Registration of Applications
1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.
2. The Designated Intermediaries will undertake modification of selected fields in the application details already uploaded
before 1.00 p.m. of next Working Day from the Issue Closing Date.
3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in relation
to,
i. the applications accepted by them,
ii. the applications uploaded by them
iii. the applications accepted but not uploaded by them or
iv. With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other
than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the
Designated Branch of the relevant SCSBs for blocking of funds and they will be responsible for blocking the
necessary amounts in the ASBA Accounts. In case of Application accepted and Uploaded by SCSBs, the SCSBs or
the Designated Branch of the relevant SCSBs will be responsible for blocking the necessary amounts in the ASBA
Accounts.
4. Neither the Book Running Lead Manager nor our Company nor the Registrar to the Issue, shall be responsible for any acts,
mistakes or errors or omission and commissions in relation to,
(i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or
(iii) The applications accepted but not uploaded by any Designated Intermediaries
5. The Stock Exchange will Issue an electronic facility for registering applications for the Issue. This facility will available at
the terminals of Designated Intermediaries and their authorized agents during the Issue Period. The Designated Branches or
agents of Designated Intermediaries can also set up facilities for off-line electronic registration of applications subject to the
condition that they will subsequently upload the off-line data file into the online facilities on a regular basis. On the Issue
Closing Date, the Designated Intermediaries shall upload the applications till such time as may be permitted by the Stock
Exchange. This information will be available with the Book Running Lead Manager on a regular basis.
6. With respect to applications by Bidders, at the time of registering such applications, the Syndicate Bakers, DPs and RTAs
shall forward a Schedule as per format given below along with the Bid Cum Application Forms to Designated Branches of
the SCSBs for blocking of funds:
S. No. Details*
1. Symbol
2. Intermediary Code
3. Location Code
4. Application No.
5. Category
6. PAN
7. DP ID
8. Client ID
9. Quantity
10. Amount
254*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields
7. With respect to applications by Bidders, at the time of registering such applications, the Designated Intermediaries shall enter
the following information pertaining to the Bidders into in the on-line system:
• Name of the Bidder;
• IPO Name:
• Bid Cum Application Form Number;
• Investor Category;
• PAN (of First Bidder, if more than one Bidder);
• DP ID of the demat account of the Bidder;
• Client Identification Number of the demat account of the Bidder;
• Number of Equity Shares Applied for;
• Bank Account details;
• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch where the
ASBA Account is maintained; and
• Bank account number.
8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the above-
mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum Application Form number
which shall be system generated.
9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to the investor,
by giving the counter foil or specifying the application number to the investor, as a proof of having accepted the Bid Cum
Application Form in physical as well as electronic mode. The registration of the Application by the Designated Intermediaries
does not guarantee that the Equity Shares shall be allocated / allotted either by our Company.
10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.
11. In case of Non-Individual Bidders and Individual Bidders, applications would not be rejected except on the technical grounds
as mentioned in the Red Herring Prospectus. The Designated Intermediaries shall have no right to reject applications, except
on technical grounds.
12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not in any
way be deemed or construed to mean that the compliance with various statutory and other requirements by our Company
and/or the Book Running Lead Manager are cleared or approved by the Stock Exchanges; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the compliance with the statutory and other requirements nor
does it take any responsibility for the financial or other soundness of our company; our Promoter, our management or any
scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of
any of the contents of the Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or will continue
to be listed on the Stock Exchanges.
13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid/ Issue Closing Date to
verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after which the Registrar to the
Issue will receive this data from the Stock Exchange and will validate the electronic application details with Depository’s
records. In case no corresponding record is available with Depositories, which matches the three parameters, namely DP ID,
Client ID and PAN, then such applications are liable to be rejected.
14. The SCSBs shall be given one day after the Bid/ Issue Closing Date to send confirmation of Funds blocked (Final certificate)
to the Registrar to the Issue.
15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details for
applications.
Build of the Book
a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the Bidding
Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This information may be
available with the BRLM at the end of the Bid/ Issue Period.
255b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical representation
of consolidated demand and price as available on the websites of the Stock Exchange may be made available at the Bidding
centers during the Bid/ Issue Period.
Withdrawal of Bids
a) No category is allowed to withdraw their bids at any stage.
Price Discovery and Allocation
a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, shall finalize the
Issue Price.
b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of Bidders
in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size
available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the RHP. For details
in relation to allocation, the Bidder may refer to the RHP.
c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other category or
combination of categories at the discretion of the Issuer and the in consultation with the BRLM and the Designated Stock
Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB Category is not available for
subscription to other categories.
d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted from the
Reserved Portion to the Issue. For allocation in the event of an undersubscription applicable to the Issuer, Bidders may refer
to the RHP.
e) In case if the Individual Investor category is entitled to more than the allocated portion on proportionate basis, the category
shall be allotted that higher percentage.
Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue, it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20 to ₹ 24 per share, Issue size of 3,000 Equity Shares
and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.
Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription
500 24 500 16.67%
1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%
The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Issuer, in
consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below₹ 22.00. All Bids
at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective categories.
Anchor Investors are not allowed to withdraw their Bids after Anchor Investors bidding date.
GENERAL INSTRUCTIONS
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules, regulations,
guidelines and approvals. All should submit their Bids through the ASBA process only;
2. Ensure that you have Bid within the Price Band;
3. Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in the prescribed form;
4. Ensure that you have mentioned the correct ASBA Account number if you are not an IB bidding using the UPI Mechanism
in the Bid cum Application Form and if you are an IB using the UPI Mechanism ensure that you have mentioned the correct
UPI ID (with maximum length of 45 characters including the handle), in the Bid cum Application Form;
5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre (except electronic Bids) within the prescribed time;
2566. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB, before submitting
the ASBA Form to any of the Designated Intermediaries;
7. If you are an ASBA Bidder and the first applicant is not the ASBA Account holder, ensure that the Bid cum Application Form
is signed by the account holder. Ensure that you have mentioned the correct bank account number in the Bid cum
Application Form;
8. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;
9. Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum Application Form for all
your Bid options from the concerned Designated Intermediary;
10. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should contain
only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account held in joint
names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms;
11. IBs bidding in the Issue to ensure that they shall use only their own ASBA Account or only their own bank account linked
UPI ID (only for IBs using the UPI Mechanism) to make an application in the Issue and not ASBA Account or bank account
linked UPI ID of any third party;
12. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
13. Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application Form or have otherwise
provided an authorization to the SCSB or Sponsor Bank, as applicable, via the electronic mode, for blocking funds in the
ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case may be, at the time
of submission of the Bid. In case of IBs submitting their Bids and participating in the Issue through the UPI Mechanism,
ensure that you authorize the UPI Mandate Request raised by the Sponsor Bank for blocking of funds equivalent to Bid
Amount and subsequent debit of funds in case of Allotment;
14. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in terms
of the SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the securities market,
(ii) submitted by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in the
securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20,
2006, may be exempted from specifying their PAN for transacting in the securities market, all Bidders should mention their
PAN allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and the
beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;
15. Investors to ensure that their PAN is linked with Aadhar and are in compliance with Central Board of Direct Taxes
(“CBDT”) notification dated February 13, 2020 and press release dated June 25, 2021.
16. Ensure that the Demographic Details are updated, true and correct in all respects;
17. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official seal;
18. Ensure that the category and the investor status is indicated;
19. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents are
submitted;
20. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian laws;
21. Ensure that the Bidder’s depository account is active, the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are
mentioned in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID,
if applicable, entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as
applicable, matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository database;
22. Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of SCSBs displayed on the
SEBI website which are live on UPI. Further, also ensure that the name of the app and the UPI handle being used for making
the application is also appearing in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019;
23. IBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the Designated
257Intermediaries, pursuant to which IBs should ensure acceptance of the UPI Mandate Request received from the Sponsor
Bank to finalized blocking of funds equivalent to the revised Bid Amount in the IB’s ASBA Account;
24. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to 12:00 p.m. of the Working
Day immediately after the Bid/ Issue Closing Date;
25. IBs shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate Request
and then proceed to authorize the UPI Mandate Request using his/her UPI PIN. Upon the authorization of the mandate using
his/her UPI PIN, an IB may be deemed to have verified the attachment containing the application details of the IB in the
UPI Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid
Amount mentioned in the Bid Cum Application Form;
26. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (IBs bidding using the UPI
Mechanism) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account,
as specified in the ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary
to deposit ASBA Forms (a list of such branches is available on the website of www.sebi.gov.in); and
27. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the absence
of such confirmation from the relevant FPIs, such MIM Bids shall be rejected.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Application
made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in the Annexure ‘A’ to
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
258Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
3. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
4. Do not Bid at Cut-off Price;
5. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
6. Do not submit the Bid for an amount more than funds available in your ASBA account.
7. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms
in a colour prescribed for another category of a Bidder;
8. In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;
9. If you are a IB and are using UPI mechanism, do not submit more than one ASBA Form for each UPI ID;
10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA Forms
or to our Company;
11. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
12. Do not submit the General Index Register (GIR) number instead of the PAN;
13. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a beneficiary
account which is suspended or for which details cannot be verified by the Registrar to the Issue;
14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant constitutional
documents or otherwise;
15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
16. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
17. Do not submit a Bid using UPI ID, if you are not a IB;
18. Do not Bid on another ASBA Form, as the case may be, after you have submitted a Bid to any of the Designated
Intermediaries;
19. Do not Bid for Equity Shares in excess of what is specified for each category;
20. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Issue size and/or
investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations or maximum
amount permissible under applicable laws or regulations, or under the terms of the Prospectus;
21. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount) at any
stage, if you are a QIB or a Non-Institutional Bidder. IBs can revise or withdraw their Bids on or before the Bid/Issue
Closing Date;
22. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;
23. If you are an IB which is submitting the ASBA Form with any of the Designated Intermediaries and using your UPI ID for
the purpose of blocking of funds, do not use any third-party bank account or third party linked bank account UPI ID;
24. Do not Bid if you are an OCB; and
25. If you are a QIB, do not submit your Bid after 3:00 pm on the Bid/Issue Closing Date.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with. Further,
in case of any pre-Issue or post-Issue related issues regarding share certificates/demat credit/refund orders/unblocking etc.,
investors can reach out to the Company Secretary and Compliance Officer. For details of Company Secretary and Compliance
Officer, please see the section entitled “General Information” and “Our Management” beginning on pages 59 and 157,
respectively.
For helpline details of the BRLM pursuant to the SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, please see
the section entitled “General Information” beginning on page 59.
259GROUNDS FOR TECHNICAL REJECTION
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders
are requested to note that Bids maybe rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by IBs using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI handle, not
listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by IBs using third party bank accounts or using a third party linked bank account
UPI ID (subject to availability of information regarding third party account from Sponsor Bank);
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for credit”
in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
10. GIR number furnished instead of PAN;
11. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations, guidelines
and approvals;
12. Bids accompanied by stock invest, money order, postal order or cash; and
13. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional Bidders uploaded after
4.00 p.m. on the Bid/ Issue Closing Date, and Bids by IBs uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, unless
extended by the Stock Exchange.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund orders/unblocking
etc., investors shall reach out the Company Secretary and Compliance Officer. For details of the Company Secretary and
Compliance Officer, see “General Information” beginning on page 59.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding four Working Days from the Bid/ Issue Closing Date, the Bidder shall be compensated at a uniform rate of ₹ 100/- per
day for the entire duration of delay exceeding four Working Days from the Bid/ Issue Closing Date by the intermediary responsible
for causing such delay in unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary
or entity responsible for such delay in unblocking.
Further, Investors shall be entitled to compensation in the manner specified in the SEBI Master Circular, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced
the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against the present
requirement of 6 working days (T+6 days). ‘T’ being issue closing date. In partial modification to circulars dated March 16, 2021
and April 20, 2022, the compensation to investors for delay in unblocking of ASBA application monies (if any) shall be computed
from T+3 day. The provisions of this circular shall be applicable, on voluntary basis for public issues opening on or after September
1, 2023 and on mandatory basis for public issues opening on or after December 1, 2023. Our Company may choose to close this
Issue within three (03) working days, in accordance with the timeline provided under the aforementioned circular. The timelines
prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018, June 28, 2019, November 8, 2019, March 30,
2020, March 16, 2021, June 2, 2021, and April 20, 2022 shall stand modified to the extent stated in this Circular.
Names of entities responsible for finalized on the basis of allotment in a fair and proper manner
The authorized employees of the Designated Stock Exchange, along with the BRLM and the Registrar, shall ensure that the Basis
of Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.
For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.
BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE BID CUM
APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH PAN, THE DP ID AND
260CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM APPLICATION FORM IS LIABLE
TO BE REJECTED.
BASIS OF ALLOCATION
a) The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of Bidders in
an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the percentage of Issue size
available for allocation to each category is disclosed overleaf of the Bid cum Application Form and in the RHP. For details
in relation to allocation, the Bidder may refer to the RHP.
b) Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other category or
combination of categories at the discretion of the Issuer and in consultation with the BRLM and the Designated Stock
Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB Category is not available
for subscription to other categories.
c) In case of under subscription in the Issue, spill-over to the extent of such under- subscription may be permitted from the
Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer, Bidders may refer
to the RHP.
ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT
The allotment of Equity Shares to Bidders other than Individual Investors who applies for minimum application size, non
institutional investors and Anchor Investors may be on proportionate basis. No Individual Investor will be allotted less
than the minimum Bid Lot subject to availability of shares in Individual Investor Category and the remaining available
shares, if any will be allotted on a proportionate basis. The Issuer is required to receive a minimum subscription of 90%
of the Issue. However, in case the Issue is in the nature of Offer for Sale only, then minimum subscription may not be
applicable.
BASIS OF ALLOTMENT
a) For Individual Investors
Bids received from the Individual Investors at or above the Offer Price shall be grouped together to determine the total demand under
this category. The Allotment to all the successful Individual Investors will be made at the Offer Price.
The Offer size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Individual Investors who
have Bid in the Offer at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or
equal to 21,64,000 Equity Shares of the face value of ₹ 10/- each at or above the Offer Price, full Allotment shall be made to the
Individual Investors to the extent of their valid Bids.
If the aggregate demand in this category is greater than 21,64,000 Equity Shares of the face value of ₹10/- each at or above the Offer
Price, the Allotment shall be made on a proportionate basis a minimum of 2,000 Equity Shares of face value of ₹10/- each. For the
method of proportionate Basis of Allotment, refer below.
b) For Non-Institutional Bidders
Bids received from Non-Institutional Bidders at or above the Offer Price shall be grouped together to determine the total demand
under this category. The Allotment to all successful Non-Institutional Bidders will be made at the Offer Price.
Subject to the availability of shares in non-institutional investors’ category, the allotment of specified securities to each non-
institutional investor shall not be less than the minimum application size in non-institutional investor category, and the remaining
shares, if any, shall be allotted on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII
of SEBI ICDR, 2018.
The Issue Size less allotment to QIBs and Individual Investors shall be available for Allotment to Non- Institutional Bidders who
have Bid in the Issue at a price that is equal to or greater than the Offer Price. If the aggregate demand in this category is less than or
equal to 9,30,000 Equity Shares of the face value of ₹10/- each at or above the Offer Price, full Allotment shall be made to Non-
Institutional Bidders to the extent of their demand.
In case the aggregate demand in this category is greater than 9,30,000 Equity Shares of the face value of ₹10/- each at or above the
Offer Price, Allotment shall be made on a proportionate basis up to a minimum of 3,000 Equity Shares of the face value of ₹10/- each
and in multiples of 1,000 Equity Shares of the face value of ₹10/- each thereafter. For the method of proportionate Basis of Allotment
refer below.
261c) For QIBs
Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Offer Price may be grouped together
to determine the total demand under this category. The QIB Category may be available for Allotment to QIBs who have Bid at a
price that is equal to or greater than the Offer Price. Allotment may be undertaken in the following manner: Allotment shall be
undertaken in the following manner:
1. In the first instance allocation to Mutual Funds for 5% of the QIB Portion shall be determined as follows:
• In the event that Bids by Mutual Funds exceeds 5% of the QIB Portion, allocation to Mutual Funds shall be done on a
proportionate basis for 5% of the QIB Portion.
• In the event that the aggregate demand from Mutual Funds is less than 5% of the QIB Portion then all Mutual Funds shall get
full Allotment to the extent of valid Bids received above the Offer Price.
• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to all QIB Bidders
as set out in (2) below;
2. In the second instance Allotment to all QIBs shall be determined as follows:
• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the Offer Price shall
be allotted Equity Shares of face value of ₹10/- each on a proportionate basis, up to a minimum of 2,000 Equity Shares of face
value of ₹10/- each and in multiples of 1,000 Equity Shares thereafter for 5% of the QIB Portion.
• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for by them, are eligible
to receive Equity Shares on a proportionate basis, up to a minimum of 2,000 Equity Shares of face value of ₹10/- each and in
multiples of 1,000 Equity Shares of face value of ₹10/- each thereafter, along with other QIB Bidders.
• Under-subscription below 5% of the QIB Portion, if any, from Mutual Funds, would be included for allocation to the remaining
QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more than 12,35,000 Equity Shares
of face value of ₹10/- each.
d) Allotment to Anchor Investor
1. Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price will be at the discretion of the Issuer,
in consultation with the BRLM, subject to compliance with the following requirements:
• not more than 60% of the QIB Portion will be allocated to Anchor Investors;
• one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor Investors; and allocation
to Anchor Investors shall be on a discretionary basis and subject to:
➢ a maximum number of two Anchor Investors for allocation up to ₹2 crores;
➢ a minimum number of two Anchor Investors and a maximum number of 15 Anchor Investors for allocation of more than
₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor Investor; and
➢ in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a maximum of 15 such investors
for allocation up to twenty-five crore rupees and an additional 10 such investors for every additional twenty-five crore
rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees per such investor.
2. A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from Anchor
Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM, selected Anchor
Investors will be sent a CAN and if required, a revised CAN.
3. In the event that the Offer Price is higher than the Anchor Investor Allocation Price:
Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares allocated
to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then required to pay any
additional amounts, being the difference between the Offer Price and the Anchor Investor Allocation Price, as indicated in the
revised CAN within the pay- in date referred to in the revised CAN. Thereafter, the Allotment Advice will be issued to such
Anchor Investors.
2624. In the event the Offer Price is lower than the Anchor Investor Allocation Price:
Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.
5. Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:
In the event of the Offer Being Over-Subscribed, the Issuer may finalize the Basis of Allotment in consultation with the BSE
(The Designated Stock Exchange). The allocation may be made in marketable lots on a proportionate basis as set forth hereunder:
a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis i.e., the total
number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio (number of Bidders in
the category multiplied by the number of Shares applied for).
b) The number of Shares to be allocated to the successful Bidders will be arrived at on a proportionate basis in marketable lots
(i.e., Total number of Shares applied for into the inverse of the over subscription ratio).
c) For Bids where the proportionate allotment works out to less than 3,000 Equity Shares of the face value of ₹10/- each the
allotment will be made as follows:
• Each successful Bidder shall be allotted 3,000 Equity Shares of face value of ₹10/- each; and
• The successful Bidder out of the total bidders for that category shall be determined by drawing lots in such a manner that
the total number of Shares allotted in that category is equal to the number of Shares worked out as per (b) above.
d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 1,000 Equity Shares of face value
of ₹10/- each, the Bidder would be allotted Shares by rounding off to the nearest multiple of 1,000 Equity Shares of face
value of ₹10/- subject to a minimum allotment of 3,000 Equity Shares of face value of ₹10/- each.
e) If the Shares allotted on a proportionate basis to any category is more than the Equity Shares allotted to the Bidders in that
category, the balance available Shares or allocation shall be first adjusted against any category, where the allotted Shares are
not sufficient for proportionate allotment to the successful Bidder in that category, the balance Shares, if any, remaining after
such adjustment will be added to the category comprising Bidder applying for the minimum number of Shares. If as a result
of the process of rounding off to the nearest multiple of 1,000 Equity Shares of face value of ₹10/- each, results in the actual
allotment being higher than the shares offered, the final allotment may be higher at the sole discretion of the Board of
Directors, up to 110% of the size of the Issue specified under the Capital Structure mentioned in this Prospectus.
Flow of events from the closure of Bidding period (T DAY) till Allotment:
• On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final certificates received
from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA process with the electronic bid details.
• RTA identifies cases with mismatch of account number as per bid file / FC and as per applicant’s bank account linked to
depository demat account and seek clarification from SCSB to identify the applications with third party account for rejection.
• Third party confirmation of applications to be completed by SCSBs on T+1 day.
• RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their review/ comments.
• Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
• The DSE, post verification approves the basis and generates drawal of lots wherever applicable, through a random number
generation software.
• The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process mentioned below:
Process for generating list of allotees: -
• Instruction is given by RTA in their Software System to reverse category wise all the application numbers in the ascending order and
generate the bucket /batch as per the allotment ratio. For example, if the application number is 78654321 then system reverses it
to 12345687 and if the ratio of allottees to applicants in a category is 2:7 then the system will create lots of 7. If the drawal of lots
provided by DSE is 3 and 5 then the system will pick every 3rd and 5th application in each of the lot of the category and these
application s will be allotted the shares in that category.
• In categories where there is proportionate allotment, the Registrar will prepare the proportionate working based on the
oversubscription times.
• In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
263• On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare the fund transfer letters
and advice the SCSBs to debit or unblock the respective accounts.
Individual Investor means an investor who applies for Minimum 2 lots and value exceeding ₹ 2,00,000 . Investors may note that in
case of oversubscription, allotment shall be on a proportionate basis and will be finalized in consultation with BSE.
The authorized employee of the Designated Stock Exchange along with the Book Running Lead Manager and Registrar to the
Issue shall be responsible to ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the
SEBI ICDR Regulations.
The Executive Director / Managing Director of BSE Limited – the Designated Stock Exchange in addition to Book
Running Lead Manager and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is
finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations.
Issuance of Allotment Advice
1) Upon approval of the Basis of Allotment by the Designated Stock Exchange.
2) On the basis of approved Basis of Allotment, the Issuer shall pass necessary corporate action to facilitate the allotment
and credit of equity shares. Bidders are advised to instruct their Depository Participants to accept the Equity Shares that
may be allotted to them pursuant to the Issue.
The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders who
have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed valid, binding and
irrevocable contract for the Allotment to such Bidder.
3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
Bidders Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures that credit of shares
to the successful Bidders Depository Account is completed within one working Day from the date of allotment, after the
funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.
Designated Date:
On the Designated date, the SCSBs shall transfer the funds represented by allocations of the Equity Shares into Public
Issue Account with the Bankers to the Issue.
The Company will Issue and dispatch letters of allotment/ or letters of regret along with refund order or credit the allotted
securities to the respective beneficiary accounts, if any, within a period of 4 working days of the Bid/ Issue Closing Date.
The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities under
relevant provisions of the Companies Act, 2013 or other applicable provisions, if any.
Instructions for Completing the Bid Cum Application Form
The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications
not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID
linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated
Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will
be rejected.
SEBI, vide Circular No.CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors
to submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who
may not be syndicate members in an Issue with effect from January 01, 2013. The list of Broker Centre is available on the
website of BSE Limited i.e. https://www.bseindia.com/. With a view to broad base the reach of Investors by substantial,
enhancing the points for submission of applications, SEBI vide Circular No. CIR/CFD/POLICY CELL/11/2015 dated
November 10, 2015 has permitted Registrar to the Issue and Share Transfer Agent and Depository Participants registered
with SEBI to accept the Bid Cum Application Forms in Public Issue with effect from January 01, 2016. The List of RTA
and DPs centres for collecting the application shall be disclosed is available on the website of BSE Limited i.e.
https://www.bseindia.com/
Bidder’s Depository Account and Bank Details
Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.
Bidders should note that on the basis of name of the Bidders, Depository Participant’s name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered
into the Stock Exchange online system, the Registrar to the Issue will obtain from the Depository, the demographic details
264including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as ‘Demographic
Details’). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for
any other purpose by the Registrar to the Issue.
By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.
Submission of Bid Cum Application Form
All Bid Cum Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid
intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil
or specifying the application number to the investor, as a proof of having accepted the Bid Cum Application Form, in
physical or electronic mode, respectively.
Communications
All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the
Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.
Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre- Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.
Disposal of Application and Application Moneys and Interest in Case of Delay
The Company shall ensure the dispatch of Allotment advice and give benefit to the beneficiary account with Depository
Participants and submit the documents pertaining to the Allotment to the Stock Exchange within 2 (two) working days of
date of Allotment of Equity Shares.
The Company shall use best efforts to ensure that all steps for completion of the necessary formalities for listing and
commencement of trading at BSE SME where the Equity Shares are proposed to be listed are taken within 3 (three)
working days from Issue Closing Date.
In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:
1. Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date;
2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working days of the Issue
Closing Date, would be ensured; and
3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our Company
and every officer in default shall, on and from expiry of prescribed time, be liable to repay such application money, with
interest as prescribed under SEBI (ICDR) Regulations, the Companies Act, 2013 and applicable law. Further, in accordance
with Section 40 of the Companies Act, 2013, the Company and each officer in default may be punishable with fine and/or
imprisonment in such a case.
SEBI pursuant to its circular bearing reference number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has
reduced the time taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as
against the present requirement of 6 working days (T+6 days); ‘T’ being issue closing date. The provisions of this circular
shall be applicable, on voluntary basis for public issues opening on or after September 1, 2023 and on mandatory basis
for public issues opening on or after December 1, 2023. Our Company may choose to close this Issue within three (03)
working days, in accordance with the timeline provided under the aforementioned circular.
BASIS OF ALLOTMENT IN THE EVENT OF UNDER SUBSCRIPTION
In the event of under subscription in the Issue, the obligations of the Underwriters shall get triggered in terms of the Underwriting
Agreement. The Minimum subscription of 100.00% of the Issue size shall be achieved before our company proceeds to get the
basis of allotment approved by the Designated Stock Exchange. The Executive Director/Managing Director of the BSE Limited
– the Designated Stock Exchange in addition to Book Running Lead Manager and Registrar to the Issue shall be responsible to
ensure that the basis of allotment is finalized in a fair and proper manner in accordance with the SEBI (ICDR) Regulations, 2018.
As per the RBI regulations, OCBs are not permitted to participate in the Issue. There is no reservation for Non- Residents,
NRIs, FPIs and foreign venture capital funds and all Non-Residents, NRI, FPI and Foreign Venture Capital Funds
applicants will be treated on the same basis with other categories for the purpose of allocation.
265Equity Shares in Dematerialised Form with NSDL/CDSL
To enable all shareholders of the Company to have their shareholding in electronic form, the Company is in process of entering
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:
a) We have entered into a tripartite agreement between NSDL, the Company and the Registrar to the Issue on July 18, 2024.
b) We have entered into a tripartite agreement between CDSL, the Company and the Registrar to the Issue on June 05, 2024.
c) The Company’s Equity shares bear an ISIN No. INE0XBS01012.
An Applicant applying for Equity Shares must have at least one beneficiary account with either of the Depository Participants of
either NSDL or CDSL prior to making the Application.
• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and Depository Participant’s
identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary account (with the
Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the account details in the
Depository. In case of joint holders, the names should necessarily be in the same sequence as they appear in the account
details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account Details’ in the Application
Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the Application Form vis à vis
those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchanges having electronic connectivity with NSDL and
CDSL. The Stock Exchange where our Equity Shares are proposed to be listed has electronic connectivity with CDSL and
NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form only for all investors.
PRE-ISSUE AND PRICE BAND ADVERTISEMENT
Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus with the RoC,
publish a Pre-Issue advertisement, in the form prescribed by the SEBI ICDR Regulations, in: (all editions Financial Express, an
English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and Hindu Tamil Thisai, The Tamil
Regional Newspaper (Tamil being the regional language of Tamil Nadu, where our Registered Office is situated) each with wide
circulation).
In the Pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. The advertisement,
subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of
the SEBI ICDR Regulations.
SIGNING OF THE UNDERWRITING AGREEMENT AND THE ROC FILING
a) Our Company and the Underwriter intend to enter into an Underwriting Agreement on or before the filing of Red Herring
Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in accordance
with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details of the Issue Price,
Issue size, and underwriting arrangements and will be complete in all material respects.
IMPERSONATION
Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which
is reproduced below:
“Any person who:
I. makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities;
or
II. makes or abets making of multiple applications to a company in different names or in different combinations of his name
or surname for acquiring or subscribing for its securities; or
III. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.”
266The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least ₹ 10/- Lakhs or 1.00%
of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months
extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such
amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the
fraud involves an amount less than ₹ 10/- lakhs or one per cent of the turnover of the company, whichever is lower, and does not
involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to
five years or with fine which may extend to ₹ 50/- Lakh or with both.
UNDERTAKINGS BY OUR COMPANY
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchange where
the Equity Shares are proposed to be listed shall be taken within three Working Days of the Bid/Issue Closing Date or such
other time as may be prescribed by the SEBI or under any applicable law;
• if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will be
refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid to the
Bidders at the rate prescribed under applicable law for the delayed period;
• the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed shall
be made available to the Registrar to the Issue by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall be
sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall be credited
along with amount and expected date of electronic credit of refund;
• no further issue of the Equity Shares shall be made until the Equity Shares issued through the Red Herring Prospectus are
listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under- subscription, etc.
• our Company, in consultation with the BRLM, reserves the right not to proceed with the Fresh Issue, in whole or in part
thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the newspapers in which the pre-Issue advertisements were published, within two
days of the Bid/ Issue Closing Date or such other time as may be prescribed by the SEBI, providing reasons for not
proceeding with the Issue and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed;
and
• if our Company, in consultation with the BRLM withdraws the Issue after the Bid/ Issue Closing Date and thereafter
determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh Draft Red Herring
Prospectus with the SEBI.
UTILIZATION OF ISSUE PROCEEDS
Our Board certifies that:
• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
• details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of
the Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the purpose
for which such monies have been utilized; and
• details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilized monies have been invested.
267RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under the
Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to
any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures for making
such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment.
The Government has from time to time made policy pronouncements on FDI through press notes and press releases. The
Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier
known as Department of Industrial Policy and Promotion) (“DPIIT”), issued the FDI Policy, which is effective from October 15,
2020, which subsumes and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that
were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular. Under
the current FDI Policy, 100% foreign direct investment is permitted in the Railway Infrastructure and Defense Sector, under the
automatic route, subject to compliance with certain prescribed conditions.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided that
(i) the activities of the investee company are under the automatic route under the FDI policy and transfer does not attract the
provisions of the Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits under the FDI policy; and
(iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For further details of the aggregate limit for
investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids by Eligible NRIs” and “Issue Procedure – Bids by
FPIs” on page 239.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue. For further details, see “Issue
Procedure” on page 239
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the FEMA Non-Debt
Instruments Rules, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country, will
require prior approval of the Government of India, as prescribed in the FDI Policy and the FEMA Non-Debt Instruments Rules.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or
indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the
beneficial ownership will also require approval of the Government of India. Furthermore, on April 22, 2020, the Ministry of
Finance, Government of India has also made similar amendment to the FEMA Rules. Each Bidder should seek independent legal
advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required, and such
approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing about such approval
along with a copy thereof within the Issue Period.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered may not be offered or sold within the United States, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold (i) outside of the United
States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers, and sales occur.
The Equity Shares have not been and will not be registered, listed, or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance with the
applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company and the Book Running Lead Manager are not liable
for any amendments or modification or changes in applicable laws or regulations which may occur after the date of this Red
Herring Prospectus. Bidders are advised to make their independent investigations and ensure that the number of Equity Shares Bid
for do not exceed the applicable limits under laws or regulations.
268SECTION IX - DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the Articles
of Association of our Company are detailed below:
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
AIRFLOA RAIL TECHNOLOGY LIMITED
Company to be governed by these Articles
1. The Regulations contained in Table F, in the First Schedule to the Companies Act, 2013 (Table F), as are applicable to a Public
Company Limited by Shares, shall apply to this Company, so far as they are not inconsistent with any of the provisions contained
in these Articles or modifications thereof and only to the extent that there are no specific provisions in these Articles.
The regulations for the management of the Company and for the observance by the members thereto and their representatives
shall, subject to any exercise of the statutory powers of the Company with reference to the deletion or alterations of, or addition
to, its regulations by Resolution, as prescribed or permitted by the Companies Act, 2013, be such as are contained in these
Articles.
General Powers
2. Wherever in the Act or other laws, it has been provided that the company shall have any right, privilege or authority or that the
Company could carry out any transaction only if the Company is authorized by its articles, then and in that case, this Article
authorizes and empowers the Company and its board of directors to have such rights, privileges or authorities to carry such
transaction as have been permitted by the Act, without there being any specific article in that behalf and it shall be deemed that
the said rights, privileges or authorities are existing in these Articles
Act to override these Articles in case of inconsistency
3. Notwithstanding anything contained in these Articles, if any provision of these Articles is inconsistent with the provisions of
the Act or any other laws or becomes inconsistent or repugnant with the provisions of the Act or any other laws on account of
any amendment or modification or statutory re-enactment thereof, the Company shall be governed and bound by, and the Board
shall be deemed to be authorized by these Articles to comply with, the provisions of the Act or any other laws to the extent of
inconsistency or repugnancy.
Interpretation Clause
I.
In the interpretation of these Articles the following words and expressions shall have the following meanings unless
repugnant to the subject or context.
• “Act” means the Companies Act, 2013 along with the relevant Rules made there under, in force and any statutory amendment
thereto or replacement thereof and including any circulars, notifications and clarifications issued by the relevant authority
under the Companies Act, 2013, along with the relevant Rules made there under. Reference to Act shall also include the
Secretarial Standards issued by the Institute of Company Secretaries of India constituted under the Company Secretaries
Act, 1980.
• “Annual General Meeting” shall mean a General Meeting of the holders of Equity Shares held annually and any
adjournment thereof in accordance with the applicable provisions of the Act.
• “Articles” shall mean these articles of association as adopted or as from time to time altered in accordance with the provisions
of these Articles and Act.
• “Auditors” shall mean and include those persons appointed as such for the time being by the Company.
269• “Board” or “Board of Directors” shall mean the collective board of directors of the Company, as duly called and constituted
from time to time, in accordance with Law and the provisions of these Articles.
• “Board Meeting” shall mean any meeting of the Board, as convened from time to time and any adjournment thereof, in
accordance with law and the provisions of these Articles and Act.
• “Business Day” shall mean a day on which scheduled commercial banks are open for normal banking business;
• “Capital” or “Share Capital” shall mean the authorized share capital of the Company.
• “Charge” means an interest or lien created on the property or assets of a Company or any of its undertakings or both as
security and includes a mortgage.
• “Chairman / Chairperson” shall mean Chairman of Board of Directors.
• “Company” or “this Company” shall mean AIRFLOA RAIL TECHNOLOGY LIMITED
• “Company Secretary” or “Secretary” shall means a Company Secretary as defined in Section (c) of subsection (1) of
Section 2 of the Company Secretary Act, 1980 and who is appointed by a Company to perform the functions of a Company
Secretary under this Act.
• “Debenture” includes debenture stock, bonds or any other instrument of the Company evidencing a debt, whether
constituting a charge on the assets of the Company or not.
• “Depositories Act” shall mean The Depositories Act, 2018 and shall include any statutory modification or re-enactment
thereof.
• “Director” shall mean any director of the Company, including alternate directors, independent directors and nominee
directors appointed in accordance with the Law and the provisions of these Articles.
• “Dividend” shall include interim dividends.
• “Document” includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in
pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic
form.
• “Encumbrance” shall mean any encumbrance including without limitation any mortgage, pledge, charge, lien, deposit or
assignment by way of security, bill of sale, option or right of pre-emption, entitlement to beneficial ownership and any
interest or right held, or claim that could be raised, by a third party or any other encumbrance or security interest of any
kind;
• “Equity Share Capital” shall mean the total issued and paid-up equity share capital of the Company, calculated on a fully
diluted basis.
• “Equity Shares” shall mean fully paid-up equity shares of the Company having a par value per equity shares of the
Company, or any other issued Share Capital of the Company that is reclassified, reorganized, reconstituted or converted
into equity shares of the Company.
• “Executor” or “Administrator” shall mean a person who has obtained probate or letters of administration, as the case may
be, from a court of competent jurisdiction and shall include the holder of a succession certificate authorizing the holder
thereof to negotiate or transfer the Shares or other Securities of the deceased Shareholder and shall also include the holder
of a certificate granted by the Administrator-General appointed under the Administrator Generals Act, 1963.
• “Extraordinary General Meeting” shall mean an extraordinary general meeting of the members duly called and constituted
and adjourned holding in accordance with the provisions of the Articles and Act.
• “Financial Year” shall mean any fiscal year of the Company, beginning on April 1 of each calendar year and ending on
March 31 of the following calendar year.
• “Law/Laws” shall mean all applicable provisions of all (i) constitutions, treaties, statutes, laws (including the common law),
codes, rules, regulations, circulars, ordinances or orders of any governmental authority and SEBI, (ii) governmental
approvals, (iii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any governmental
authority, (iv) rules or guidelines for compliance, of any stock exchanges, (v) international treaties, conventions and
protocols, and (vi) Indian GAAP or Ind-AS or any other generally accepted accounting principles.
• “Memorandum” shall mean the Memorandum of Association of the Company, as amended from time to time.
• “Member” – means duly registered holder for the time being of the shares of the Company and in case of shares held in
dematerialized form, such person whose name is entered as a beneficial owner in the records of a depository
• "Month" means a calendar month.
270• “Office” shall mean the registered office for the time being of the Company.
• “Paid-up” shall include the amount credited as paid up.
• “Person” shall mean any natural person, sole proprietorship, partnership, company, body corporate, governmental authority,
joint venture, trust, association or other entity (whether registered or not and whether or not having separate legal
personality).
• “Register of Members” shall mean the register of Shareholders to be kept pursuant to Section 88 of the Act.
• “Registrar” shall mean the Registrar of Companies, from time to time having jurisdiction over the Company.
• “Rules” shall mean the rules made under the Act and as notified from time to time.
• “Seal” shall mean the common seal(s) for the time being of the Company, if any or any other method of authentication of
documents as specified under the Act or amendment thereto.
• “SEBI” shall mean the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of
India Act, 1992.
• “SEBI Listing Regulations” shall mean the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
any statutory amendment thereto and any listing agreement entered into by the Company with the Stock Exchanges.
• “Securities” or “securities” shall mean any Share (including Equity Shares), scrips, stocks, bonds, debentures, warrants
or options whether or not, directly or indirectly convertible into, or exercisable or exchangeable into or for Equity Shares,
and any other marketable securities.
• “Shares” or “shares” shall mean any share issued in the Share Capital of the Company, including Equity Shares,
preference shares and includes stock.
• “Shareholder” or “shareholder” or “member” shall mean any shareholder of the Company, from time to time.
• “Shareholders’ Meeting” shall mean any meeting of the Shareholders of the Company, including Annual General
Meetings as well as Extraordinary General Meetings, convened from time to time in accordance with the Act, applicable
Laws and the provisions of these Articles.
• “Stock Exchanges” shall mean the BSE Limited, the National Stock Exchange of
India Limited and any other stock exchange in India where the Securities will be / are listed.
Interpretation
In these Articles (unless the context requires otherwise):
(a) References to a person shall, where the context permits, include such person’s respective successors, legal heirs and
permitted assigns.
(b) The descriptive headings of Articles are inserted solely for convenience of reference and are not intended as complete
or accurate descriptions of content thereof and shall not be used to interpret the provisions of these Articles and shall
not affect the construction of these Articles.
(c) References to articles and sub-articles are references to Articles and sub-articles of and to these Articles unless
otherwise stated and references to these Articles include references to the articles and sub-articles herein.
(d) Words importing the singular include the plural and vice versa, pronouns importing a gender include each of the
masculine, feminine and neuter genders, and where a word or phrase is defined, other parts of speech and grammatical
forms of that word or phrase shall have the corresponding meanings.
(e) Wherever the words “include,” “includes,” or “including” is used in these Articles, such words shall be deemed to be
followed by the words “without limitation”.
(f) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions used in these Articles mean and refer to
these Articles and not to any particular Article of these Articles, unless expressly stated otherwise.
(g) Reference to statutory provisions shall be construed as meaning and including references also to any amendment or
re- enactment for the time being in force and to all statutory instruments or orders made pursuant to such statutory
provisions.
(h) In the event any of the provisions of the Articles are contrary to the provisions of the Act and the Rules, the provisions
of the Act and Rules will prevail.
271Save as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the
same meaning in these Articles.
Public Company
II. (1) “public company” means a company which—
(a) is not a private company;
(b) has a minimum paid-up share capital as may be prescribed:
Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be
public company for the purposes of this Act even where such subsidiary company continues to be a private company
in its articles
Share capital and Variation of Rights
III. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the
control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such
proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time
to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within
two months after incorporation, in case of subscribers to the memorandum or after allotment or within one
month after the application for the registration of transfer or transmission or within such other period as the
conditions of issue shall be provided, -
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each
certificate after the first.
(ii) Every certificate shall specify the shares to which it relates and the amount of paid-up thereon and shall be
signed by two directors or by director and the company secretary, where the company has appointed a company
secretary:
Provided that in case the company has a common seal, it shall be affixed in the presence of the persons required
to sign certificate.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more
than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient
delivery to all such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be
issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of
the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued without payment of fee if the directors
so decide or on payment of not exceeding twenty rupees for each certificate as the directors shall prescribe.
Every Certificate shall be issued in such manner as prescribed under the Act or Rules framed thereunder or under
other applicable laws applicable from time to time.
The particulars of every renewed or duplicate share certificate issued shall be entered forthwith in a Register
of Renewed and Duplicate Share Certificates maintained in prescribed format indicating against the name(s)
of the person(s) to whom the certificate is issued, the number and date of issue of the share certificate in lieu
of which the new certificate is issued, and the necessary changes indicated in the Register of Members by
suitable cross-references in the “Remarks” column.
Provided that notwithstanding what is stated above the Directors shall comply with such Rules or Regulation or
requirements of any Stock Exchange or the Rules made under the Act or the rules made under Securities
Contracts (Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures and other securities of the
company.
2724. Except as required by law, no person shall be recognized by the company as holding any share upon any trust, and the
company shall not be bound by, or be compelled in any way to recognize (even when having notice thereof) any
equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except
only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
5. (i) The company may exercise the powers of paying commissions conferred by sub-section (6) of section 40,
provided that the rate per cent. or the amount of the commission paid or agreed to be paid shall be disclosed in
the manner required by that section and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made under sub-
section (6) of section 40.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid shares or
partly in the one way and partly in the other.
6. (i) If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless
otherwise provided by the terms of issue of the shares of that class) may, subject to the provisions of section
48, and whether or not the company is being wound up, be varied with the consent in writing of the holders of
three-fourths of the issued shares of that class, or with the sanction of a special resolution passed at a separate
meeting of the holders of the shares of that class.
(ii) To every such separate meeting, the provisions of these regulations relating to general meetings shall mutatis
mutandis apply, but so that the necessary quorum shall be at least two persons holding at least one-third of the
issued shares of the class in question.
7. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless
otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation
or issue of further shares ranking Pari passu therewith.
8. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue
of the shares may, by special resolution, determine.
Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise and may be
issued on condition that they shall be convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending (but not voting) at the General
Meeting, the appointment of Directors and otherwise. Debentures with the right to conversion into or allotment of
shares shall be issued only with the consent of the Company in the General Meeting by a Special Resolution.
The Company may exercise the powers of issuing sweat equity shares conferred by Section 54 of the Act of a class
of shares already issued subject to such conditions as may be specified in the Act and Rules framed thereunder.
The Company may provide share-based benefits including but not limited to Stock Options, Stock Appreciation
Rights, or any other co-investment share plan and other forms of share-based compensations to Employees including
its Directors other than independent directors and such other persons as the rules may allow, under any scheme, subject
to the provisions of the Act, the Rules made thereunder and any other law for the time being in force, by whatever
name called.
Subject to compliance with applicable provision of the Act and Rules framed thereunder and other applicable laws,
the Company shall have power to issue depository receipts and other permissible securities in any foreign country and
to seek listing thereof on any foreign stock exchange(s).
Subject to compliance with applicable provisions of the Act and Rules framed thereunder, the Company shall have
power to issue any kind of securities or kinds of share capital as permitted to be issued under the Act and rules framed
thereunder.
The Company may issue warrants subject to compliance with the provisions of the Act, the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 or any statutory modifications or re-enactment thereof and other
applicable laws as may be applicable.
The provisions of these Articles relating to share capital and variation of rights thereon shall mutatis mutandis apply
to Debentures and other securities of the Company, as applicable.
273The Board shall comply with such Rules or Regulations or Requirements of any stock exchange or the Rules made
under Securities Contract (Regulations) Act, 1956 or any other Act or Rules as may be applicable for the purpose of
these Articles.
Provided that any restriction, condition or prohibition required to be included in the Articles of Association pursuant
to any such Rules, Regulations or Requirements of any stock exchange or the Rules made under Securities Contract
(Regulations) Act, 1956 or any other Act and which are not incorporated in these Articles shall be deemed have effect
as if such restriction, condition or prohibition are expressly provided by or under these Articles.
Company shall not give whether directly or indirectly, by means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for or in connection with the purchase or subscription of any shares in the Company
or in its holding Company, save as provided by Section 67 of the Act.
If by the conditions of allotment of any share the whole or part of the amount or issue price thereof shall be payable
by installment, every such installment shall when due be paid to the Company by the person who for the time being
and from time to time shall be the registered holder of the share or his legal representative.
Dematerialization
8A. Subject to the provisions of the Act and Rules made thereunder the Company shall Issue its members facility to hold
securities issued by it in dematerialized form and will Issue the Securities for subscription in dematerialized form
pursuant to the Depositories Act, 1996 and the rules framed thereunder, if any, and the register and index of beneficial
owners maintained by the relevant Depository under section 11 of the Depositories Act, 1996, shall be deemed to be
the corresponding register and index maintained by the Company.
Notwithstanding anything contained herein, the Company shall be entitled to treat the person whose names appear in
the register of members as a holder of any share or whose names appear as beneficial owners of shares in the records
of the Depository, as the absolute owner thereof and accordingly shall not (except as ordered by a Court of competent
jurisdiction or as required by law) be bound to recognize any benami trust or equity or equitable contingent or other
claim to or interest in such share on the part of any other person whether or not it shall have express or implied notice
thereof.
Unless otherwise permitted under the Act or the Depositories Act, 1996, the Company shall Issue and allot, and every
person subscribing to securities offered by the Company shall hold, the securities in dematerialized form with a
Depository. The Company shall intimate such Depository the details of allotment of the security, and on receipt of
the information, the Depository shall enter in the records the name of the allottee as the beneficial owner of the
security. Such a person who is a beneficial owner of the securities can at any time opt out of a Depository, if permitted
by the law, in respect of any security in the manner provided by the Depositories Act, 1996, and the Company shall,
in the manner and within the time prescribed issue to the beneficial owner the required Certificates of Securities.
All securities held by a depository shall be dematerialized and be in fungible form. Nothing contained in Sections 89
and 90 and such other applicable provisions of the Act shall apply to a Depository in respect of the securities held by
it on behalf of the beneficial owners.
(a) Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository shall be deemed to
be the registered owner for the purpose of effecting transfer of ownership of securities on behalf of the beneficial
owner. (b) Save and otherwise provided above, the Depository as the registered owner of the securities shall not have
any voting rights or any other rights in respect of the securities held by it. (c) Every person holding securities of the
Company and whose name is entered as the beneficial owner in the records of the Depository shall be deemed to be
a member of the Company. The beneficial owner of securities shall be entitled to all rights and benefits and be subject
to all liabilities in respect of the securities held by a Depository on behalf of the beneficial owner.
Notwithstanding anything contained in these Articles, where securities issued by the Company are dealt with by a
Depository, the Company shall intimate the details thereof to the Depository immediately on allotment of such
securities.
Nothing contained in Section 45 of the Act or these Articles regarding the necessity of having distinctive numbers for
securities issued by the Company, shall apply to securities held with a Depository.
Lien
2749. (i). The company shall have a first and paramount lien
a. on every share (not being a fully paid share), for all monies (whether presently payable or not) called, or payable
at a fixed time, in respect of that share; and
b. on all shares (not being fully paid shares) standing registered in the name of a single person, for all monies
presently payable by him or his estate to the company: Provided that the Board of directors may at any time
declare any share to be wholly or in part exempt from the provisions of this clause.
(ii) The company’s lien, if any, on a share shall extend to all dividends payable and bonuses declared from time
to time in respect of such shares.
(iii). That fully paid shares shall be free from all lien and that in the case of partly paid shares the Issuer’s lien shall
be restricted to moneys called or payable at a fixed time in respect of such shares.
10. The company may sell, in such manner as the Board thinks fit, any shares on which the company has a lien:
Provided that no sale shall be made—
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such part of
the amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
11. (i) To give effect to any such sale, the Board may authorize some person to transfer the shares sold to the purchaser
thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
12. (i) The proceeds of the sale shall be received by the company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the shares before
the sale, be paid to the person entitled to the shares at the date of the sale.
No Shareholder shall exercise any voting right in respect of any shares or Debentures registered in his name
on which any calls or other sums presently payable by him have not been paid, or in regard to which the
Company has exercised any right of lien.
Underwriting and Brokerage
12A.
(a) Subject to the applicable provisions of the Act, the Company may at any time pay a commission to any person in
connection with the subscription or procurement of subscription to its securities, whether absolute or conditional,
for any shares or Debentures in the Company in accordance with the provisions of the Companies (Prospectus
and Allotment of Securities) Rules, 2014.
(b) The Company may also, on any issue of shares or Debentures, pay such reasonable brokerage as may be lawful.
Calls on Shares
13. (i) The Board may, from time to time, make calls upon the members in respect of any monies unpaid on their
shares (whether on account of the nominal value of the shares or by way of premium) and not by the conditions
of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less than one
month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place
of payment, pay to the company, at the time or times and place so specified, the amount called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board
(iv) That any amount paid up in advance of calls on any share may carry interest but shall not in respect thereof
confer a right to dividend or to participate in profits
27514. A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call was passed
and may be required to be paid by instalments.
15. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
16. (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person
from whom the sum is due shall pay interest thereon from the day appointed for payment thereof to the time
of actual payment at ten per cent. per annum or at such lower rate, if any, as the Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
17. (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date, whether
on account of the nominal value of the share or by way of premium, shall, for the purposes of these regulations,
be deemed to be a call duly made and payable on the date on which by the terms of issue such sum becomes
payable.
(ii) In case of non-payment of such sum, all the relevant provisions of these regulations as to payment of interest
and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
18. The Board—
(a) may, if it thinks fit, receive from any member willing to advance the same, all or any part of the monies
uncalled and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance, become presently
payable) pay interest at such rate not exceeding, unless the company in general meeting shall otherwise direct,
twelve per cent per annum, as may be agreed upon between the Board and the member paying the sum in
advance.
Transfer of Shares
19. (i) The instrument of transfer of any share in the company shall be executed by or on behalf of both the transferor
and transferee.
(ii) Where the application is made by the transferor and relates to partly paid shares, the transfer shall not be
registered unless the Company gives notice of the application to the transferee in a prescribed manner and the
transferee communicates no objection to the transfer within 2 (two) weeks from the receipt of the notice.
(iii) The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the
register of members in respect thereof.
20. The Board may, subject to the right of appeal conferred by section 58 decline to register—
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the company has a lien.
21. The Board may decline to recognize any instrument of transfer unless—
(a) the instrument of transfer is in the form as prescribed in rules made under sub-section (1) of section 56;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other
evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and
(c) the instrument of transfer is in respect of only one class of shares.
22. On giving not less than seven days’ previous notice in accordance with section 91 and rules made thereunder, the
registration of transfers may be suspended at such times and for such periods as the Board may from time to time
determine:
Provided that such registration shall not be suspended for more than thirty days at any one time or for more than forty-
five days in the aggregate in any year.
Transmission of Shares
23. (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his nominee or
nominees or legal representatives where he was a sole holder, shall be the only persons recognized by the
company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect of any share
which had been jointly held by him with other persons.
27624. (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member may, upon
such evidence being produced as may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either—
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would have had, if
the deceased or insolvent member had transferred the share before his death or insolvency.
25. (i) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall deliver or
send to the company a notice in writing signed by him stating that he so elects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a transfer of
the share.
(iii) All the limitations, restrictions and provisions of these regulations relating to the right to transfer and the
registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death
or insolvency of the member had not occurred and the notice or transfer were a transfer signed by that member.
26. A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same
dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that
he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any
right conferred by membership in relation to meetings of the company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be registered himself
or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other monies payable in respect of the share, until the requirements of the notice
have been complied with.
In the case of transfer and transmission of shares or other marketable securities where the Company has not issued
any certificates and where such shares or securities are being held in any electronic and fungible form in a Depository,
the provisions of the Depositories Act, 1996 shall apply.
Every holder of securities of the Company who intends to transfer such securities shall get such securities
dematerialized before the transfer;
Provided that, requests for effecting transfer of securities shall not be processed by the Company unless the securities
are held in the dematerialized form with a depository.
Nothing contained in Section 56 of the Act or these Articles shall apply to transfer of securities issued by the
Company, affected by a transferor and transferee both of whom are entered as beneficial owners in the records of a
Depository.
NOMINATION
a) Notwithstanding anything contained in these Articles, every holder of securities of the Company may, at any time,
nominate a person in whom his/her securities shall vest in the event of his/her death and the provisions of Section 72
of the Act, shall apply in respect of such nomination.
b) No person shall be recognized by the Company as a nominee unless an intimation of the appointment of the said
person as nominee has been given to the Company during the lifetime of the holder(s) of the securities of the Company
in the manner specified under Section 72 of the Act, read with Rule 19 of the Companies (Share Capital and
Debentures) Rules, 2014.
c) The Company shall not be in any way responsible for transferring the securities consequent upon such
nomination.
If the holder(s) of the securities survive(s) nominee, then the nomination made by the holder(s) shall be of no effect and
shall automatically stand revoked.
A nominee, upon production of such evidence as may be required by the Board and subject as hereinafter provided, elect,
either-
a) to be registered himself as holder of the security, as the case may be; or
b) to make such transfer of the security, as the case may be, as the deceased security holder, could have made;
c) if the nominee elects to be registered as holder of the security, himself, he shall deliver or send to the Company, a notice in
writing signed by him stating that he so elects and such notice shall be accompanied with the death certificate of the deceased
security holder;
277d) a nominee shall be entitled to the same dividends and other advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not, before being registered as a member in respect of his security, be
entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company.
Forfeiture and Surrender of shares
27. If a member fails to pay any call, or instalment of a call, or any moneys due in respect of any shares either by way of
principal or interest on the day appointed for payment thereof, the Board may, at any time thereafter during such time
as any part of the call or instalment any part thereof or other moneys as aforesaid remains unpaid, serve a notice on
him or his legal representatives or to any of the Persons entitled to the shares by transmission requiring payment of
so much of the call or instalment as is unpaid, together with any interest which may have accrued.
28. The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the notice) on
or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which the call
was made shall be liable to be forfeited.
29. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has
been given may, at any time thereafter, before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect. Such forfeiture shall include all Dividends declared or any other money payable
in respect of the forfeited share and not actually paid before the forfeiture subject to the applicable provisions of the
Act.
When any share shall have been so forfeited, notice of the forfeiture shall be given to the Shareholder on whose name
it stood immediately prior to the forfeiture or if any of his legal representatives or to any of the Persons entitled to the
shares by transmission, and an entry of the forfeiture with the date thereof, shall forthwith be made in the Register of
Members, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to
make any such entry as aforesaid.
30. (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Board thinks
fit.
(ii) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it thinks
fit.
31. (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but
shall, notwithstanding the forfeiture, remain liable to pay to the company all monies which, at the date of
forfeiture, were presently payable by him to the company in respect of the shares.
(ii) The liability of such person shall cease if and when the company shall have received payment in full of all
such monies in respect of the shares.
32. (i) A duly verified declaration in writing that the declarant is a director, the manager or the secretary, of the
company, and that a share in the company has been duly forfeited on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share;
(ii) The company may receive the consideration, if any, given for the share on any sale or disposal thereof and
may execute a transfer of the share in favour of the person to whom the share is sold or disposed of;
(iii) The transferee shall thereupon be registered as the holder of the share; and
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
Upon any sale, re-allotment or other disposal under the provisions of the preceding Articles, the certificate or
certificates originally issued in respect of the relevant shares shall, (unless the same shall on demand by the Company
have been previously surrendered to it by the defaulting Shareholder), stand cancelled and become null and void and
of no effect and the Board shall be entitled to issue a new certificate or certificates in respect of the said shares to the
person or persons entitled thereto.
The Board may, at any time, before any share so forfeited shall have been sold, re- allotted or otherwise disposed of,
annul the forfeiture thereof upon such conditions as it thinks fit.
The Directors may, subject to the provisions of the Act, accept a surrender of any share from or by any Member
desirous of surrendering on such terms the Directors may think fit.
27833. The provisions of these regulations as to forfeiture shall apply in the case of nonpayment of any sum which, by the
terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or
by way of premium, as if the same had been payable by virtue of a call duly made and notified.
Alteration of capital
34. The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be divided
into shares of such amount, as may be specified in the resolution.
35. Subject to the provisions of section 61, the company may, by ordinary resolution, —
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up shares of
any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken
by any person.
(e) Permission for sub-division/ consolidation of share certificates
36. Where shares are converted into stock, —
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so, however,
that such minimum shall not exceed the nominal amount of the shares from which the stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and
advantages as regards dividends, voting at meetings of the company, and other matters, as if they held the
shares from which the stock arose; but no such privilege or advantage (except participation in the dividends
and profits of the company and in the assets on winding up) shall be conferred by an amount of stock which
would not, if existing in shares, have conferred that privilege or advantage.
(c) such of the regulations of the company as are applicable to paid-up shares shall apply to stock and the words
“share” and “shareholder” in those regulations shall include “stock” and “stock-holder” respectively.
37. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorized and
consent required by law, —
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalization of Profits
38. (i) The company in general meeting may, upon the recommendation of the Board, resolve—
(a) that it is desirable to capitalize any part of the amount for the time being standing to the credit of any
of the company’s reserve accounts, or to the credit of the profit and loss account, or otherwise available
for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii) amongst the
members who would have been entitled thereto, if distributed by way of dividend and in the same
proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in clause
(iii), either in or towards—
(A) paying up any amounts for the time being unpaid on any shares held by such members respectively;
(B) paying up in full, unissued shares of the company to be allotted and distributed, credited as fully paid-
up, to and amongst such members in the proportions aforesaid;
(C) partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
279(D) A securities premium account and a capital redemption reserve account may, for the purposes of this
regulation, be applied in the paying up of unissued shares to be issued to members of the company as
fully paid bonus shares;
(E) The Board shall give effect to the resolution passed by the company in pursuance of this regulation.
39. (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalized thereby, and
all allotments and issues of fully paid shares if any; and
(b) generally, do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or otherwise as it
thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorize any person to enter, on behalf of all the members entitled thereto, into an agreement with
the company providing for the allotment to them respectively, credited as fully paid-up, of any further
shares to which they may be entitled upon such capitalization, or as the case may require, for the
payment by the company on their behalf, by the application thereto of their respective proportions of
profits resolved to be capitalized, of the amount or any part of the amounts remaining unpaid on their
existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
40. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares
or other specified securities.
General meetings
41. All general meetings other than annual general meeting shall be called extraordinary general meeting.
42. (i) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not within India,
any director or any two members of the company may call an extraordinary general meeting in the same
manner, as nearly as possible, as that in which such a meeting may be called by the Board.
Proceedings at general meetings
43. (i) No business shall be transacted at any general meeting unless a quorum of members is present at the time when
the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in section 103.
44. The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
45. If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for holding the
meeting or is unwilling to act as chairperson of the meeting, the directors present shall elect one of their members to
be Chairperson of the meeting.
46. If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes after the
time appointed for holding the meeting, the members present shall choose one of their members to be Chairperson of
the meeting.
Adjournment of meeting
47. (i). The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by
the meeting, adjourn the meeting from time to time and from place to place.
(ii). No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.
(iii). When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting.
280(iv). Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any notice of
an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
48. (i). Subject to any rights or restrictions for the time being attached to any class or classes of shares
(ii). on a show of hands, every member present in person shall have one vote; and
(iii). on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share capital of the company.
49. A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall vote only once.
50. (i). In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted
to the exclusion of the votes of the other joint holders.
(ii). For this purpose, seniority shall be determined by the order in which the names stand in the register of members.
51. A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy,
may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any such committee or
guardian may, on a poll, vote by proxy.
52. Any business other than that upon which a poll has been demanded maybe proceeded with, pending the taking of the poll.
53. No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in
respect of shares in the company have been paid
54. (i). No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the
vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes.
(ii). Any such objection made in due time shall be referred to the Chairperson of the meeting, whose decision shall be final
and conclusive.
Proxy
55. The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is signed or a
notarized copy of that power or authority, shall be deposited at the registered office of the company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or,
in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll; and in default the instrument of
proxy shall not be treated as valid.
56. An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
57. A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death
or insanity of the principal or the revocation of the proxy or of the authority under which the proxy was executed, or
the transfer of the shares in respect of which the proxy is given:
Provided that no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
company at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Board of Directors
58. (a) Unless otherwise determined by General Meeting, the number of Directors shall not be less than three (3) and not
more than fifteen (15), and at least one (1) Director shall be resident of India in the previous year
Provided that the Company may appoint more than fifteen (15) directors after passing a Special Resolution.
(b) The Persons named hereinafter are the Directors of the Company at the time of adoption of new set of Articles:
1. D VENKATESAN
2. D MANIKANDAN
3. V SATHEESH KUMAR
4. MANIKANDAN NANTHINI
5. SUDHANSHOO MANI
6. TILAK RAJ SETH
The Company shall also comply with the provisions of the Companies (Appointment and Qualification of Directors)
Rules, 2014 and the provisions of the SEBI Listing Regulations or any other Law, if applicable to the Company. The
Board shall have an optimum combination of executive, Non-executive and Independent Directors with at least 1
(one) woman Director, as may be prescribed by Law from time to time.
281(c) Subject to Article 41(a), Sections 149, 152 and 164 of the Act and other provisions of the Act, the Company may
increase or reduce the number of Directors.
(d) The Company may, and subject to the provisions of Section 169 of the Act, remove any Director before the expiration
of his period of office and appoint another Director.
(e) Whenever the Company enters into a contract with any Government, Central, State or Local, any bank or financial
institution or any person or persons (hereinafter referred to as “the appointer”) for borrowing any money or for
providing any guarantee or security or for technical collaboration or assistance or for under-writing, the Directors
shall have, subject to the provisions of the Act and notwithstanding anything to the contrary contained in these
Articles, the power to agree that such appointer, to appoint by a notice in writing addressed to the Company, one or
more persons as a Director or Directors of the Company for such period and upon such conditions as may be
mentioned in the agreement. Any Director so appointed is herein referred to as a Nominee Director.
(f) The Nominee Director/s so appointed shall not be required to hold any qualification shares in the Company nor shall
be liable to retire by rotation. The Board of Directors of the Company shall have no power to remove from office the
Nominee Director/s so appointed. The said Nominee Director/s shall be entitled to the same rights and privileges
including receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is entitled.
(g) If the Nominee Director/s is an officer of any of the financial institution the sitting fees in relation to such nominee
Directors shall accrue to such financial institution and the same accordingly be paid by the Company to them. The
Financial Institution shall be entitled to depute observer to attend the meetings of the Board or any other Committee
constituted by the Board.
The Nominee Director/s shall, notwithstanding anything to the contrary contained in these Articles, be at liberty to
disclose any information obtained by him/them to the Financial Institution appointing him/them as such Director/s.
The Board may appoint an Alternate Director to act for a Director (hereinafter called “The Original Director”) during
his absence for a period of not less than three months from India. An Alternate Director appointed under this Article
shall not hold office for period longer than that permissible to the Original Director in whose place he has been
appointed and shall vacate office if and when the Original Director returns to India. If the term of office of the Original
Director is determined before he so returns to India, any provision in the Act or in these Articles for the automatic re-
appointment of retiring Director in default of another appointment shall apply to the Original Director and not to the
Alternate Director.
Subject to the provisions of the Act, the Board shall have power at any time and from time to time to appoint any
other person to be an Additional Director but so that the total number of Directors shall not at any time exceed the
maximum fixed under these Articles. Any such Additional Director shall hold office only up to the date of the next
Annual General Meeting but shall be eligible for appointment by the Company as a Director at that Meeting subject
to the provisions of the Act.
Subject to the provisions of the Act, the Board shall have power at any time and from time to time to appoint a
Director, whose appointment shall be subsequently approved by members in the immediate next general meeting, if
the office of any director appointed by the company in general meeting is vacated before his term of office expires in
the normal course, who shall hold office only up to the date up to which the Director in whose place he is appointed
would have held office if it had not been vacated by him.
The Company shall appoint such number of Independent Directors as it may deem fit, for a term specified in the
resolution appointing him. An Independent Director may be appointed to hold office for a term of up to five
consecutive years on the Board of the Company and shall be eligible for re-appointment on passing of Special
Resolution and such other compliances as may be required in this regard. No Independent Director shall hold office
for more than two consecutive terms. The provisions relating to retirement of directors by rotation shall not be
applicable to appointment of Independent Directors.
The office of a Director shall be deemed to be vacated in accordance with Section 167 of the Act
The Company may by an ordinary resolution remove any Director (not being a Director appointed by the Tribunal in
pursuance of Section 242 of the Act) in accordance with the provisions of Section 169 of the Act. A Director so
removed shall not be re-appointed a Director by the Board of Directors.
Subject to the provisions of Section 168 of the Act a Director may at any time resign from his office upon giving
notice in writing to the Company of his intention so to do, and thereupon his office shall be vacated.
59. (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed to accrue
from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid all travelling,
hotel and other expenses properly incurred by them—
282(a) in attending and returning from meetings of the Board of Directors or any committee thereof or general
meetings of the company; or
(b) in connection with the business of the company.
60. The Board may pay all expenses incurred in getting up and registering the company.
61. The company may exercise the powers conferred on it by section 88 with regard to the keeping of a foreign register;
and the Board may (subject to the provisions of that section) make and vary such regulations as it may think fit
respecting the keeping of any such register.
62. All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all receipts for
monies paid to the company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be,
by such person and in such manner as the Board shall from time to time by resolution determine.
63. Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book to be kept
for that purpose.
64. (i) Subject to the provisions of section 149, the Board shall have power at any time, and from time to time, to
appoint a person as an additional director, provided the number of the directors and additional directors
together shall not at any time exceed the maximum strength fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the company but shall
be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.
Proceedings of the Board
65. (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its meetings, as
it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time, summon a
meeting of the Board.
(iii) At least 4 (four) Board Meetings shall be held in any calendar year and there should not be a gap of more than
120 (one hundred twenty) days between two consecutive Board Meetings.
(iv) The participation of Directors in a meeting of the Board may be either in person or through video conferencing
or other audio-visual means, as may be prescribed under the Act, which are capable of recording and
recognizing the participation of the Directors and of recording and storing the proceedings of such meetings
along with date and time. However, such matters as provided under the Companies (Meetings of Board and its
Powers) Rules, 2014 shall not be dealt with in a meeting through video conferencing or other audio-visual
means. Any meeting of the Board held through video conferencing or other audio-visual means shall only be
held in accordance with the Companies (Meetings of Board and its Powers) Rules, 2014.
66. (i) The quorum for a meeting of the Board shall, unless otherwise provided under the Act or other applicable laws,
be one-third of its total strength (any fraction contained in that one third being rounded off as one), or two
directors whichever is higher and the directors participating by video conferencing or by other permitted means
shall also counted for the purposes of this Article. Provided that where at any time the number of interested
Directors exceeds or is equal to two-thirds of the total strength, the number of the remaining Directors, that is
to say, the number of the Directors who are not interested, being not less than two, shall be the quorum during
such time.
Explanation: The expressions “interested Director” shall have the meanings given in Section 184(2) of the said
Act and the expression “total strength” shall have the meaning as given in Section 174 of the Act.
Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided
by a majority of votes.
(ii) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall be decided
by a majority of votes.
(iii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.
67. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is
reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act
for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting
of the company, but for no other purpose.
68. (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold office.
283(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after
the time appointed for holding the meeting, the directors present may choose one of their number to be
Chairperson of the meeting.
69. (i) The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting of
such member or members of its body as it thinks fit.
(ii) The Meetings and proceedings of any such Committee of the Board consisting of two or more members shall
be governed by the provisions herein contained for regulating the meetings and proceedings of the Directors
so far as the same are applicable thereto. Any committee so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may be imposed on it by the Board.
70. (i) A committee may elect a Chairperson of its meetings.
(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five minutes after
the time appointed for holding the meeting, the members present may choose one of their members to be
Chairperson of the meeting.
71. (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the members
present, and in case of an equality of votes, the Chairperson shall have a second or casting vote.
72. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a director, shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one or
more of such directors or of any person acting as aforesaid, or that they or any of them were disqualified, be as valid
as if every such director or such person had been duly appointed and was qualified to be a director.
73. Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board or of
a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee, shall be
valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and held.
Resolution by Circulation
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the
resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or members of the
committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by
courier, or through such electronic means as may be prescribed and has been approved by a majority of the Directors
or members, who are entitled to vote on the resolution:
Provided that, where not less than one-third of the total number of Directors of the company for the time being require that
any resolution under circulation must be decided at a meeting, the chairperson shall put the resolution to be decided at a
meeting of the Board.
A resolution approved by way of circulation shall be noted at a subsequent meeting of the Board or the committee thereof,
as the case may be, and made part of the minutes of such meeting.
Powers of the Board
The business of the Company shall be managed by the Board who may exercise all such powers of the Company and do all
such acts and things as may be necessary, unless otherwise restricted by the Act, or by any other law or by the Memorandum
or by these Articles required to be exercised by the Company in General Meeting. However, no regulation made by the
Company in General Meeting shall invalidate any prior act of the Board which would have been valid if that regulation had
not been made.
Managing and Whole-Time Directors
(a) Subject to the provisions of the Act and of these Articles, the Directors may from time to time appoint one or more of their
body to be a Managing Director, Joint Managing Director or Managing Directors or Whole-time Director or Whole-time
Directors or Manager either for a fixed term or for such term not exceeding five years at a time as they may think fit to manage
the affairs and business of the Company and may from time to time (subject to the provisions of any contract between him or
them and the Company if any) remove or dismiss him or them from office and appoint another or others in his or their place or
places.
(b) Subject to the provisions of the Act and these Articles, the Managing Director, or the Whole Time Director shall not, while he
continues to hold that office, be subject to retirement by rotation but he shall, subject to the provisions of any contract between
him and the Company, be subject to the same provisions as the resignation and removal of any other Directors of the Company
and he shall ipso facto and immediately cease to be a Managing Director or Whole Time Director if he ceases to hold the office
of Director from any cause provided that if at any time the number of Directors (including Managing Director or Whole Time
284Directors) as are not subject to retirement by rotation shall exceed one-third of the total number of the Directors for the time
being, then such of the Managing Director or Whole Time Director or two or more of them as the Directors may from time to
time determine shall be liable to retirement by rotation to the intent that the Directors not so liable to retirement by rotation
shall not exceed one-third of the total number of Directors for the time being.
(c) A Managing Director or Whole-time Director who is appointed as Director immediately on the retirement by rotation shall
continue to hold his office as Managing Director or Whole-time Director and such re-appointment as such Director shall not be
deemed to constitute a break in his appointment as Managing Director or Whole-time Director.
(d) (a) Subject to control, direction and supervision of the Board of Directors, the day-to-day management of the company will be
in the hands of the Managing Director or Whole-time Director appointed in accordance with regulations of these Articles with
powers to the Directors to distribute such day-to-day management functions among such Directors and in any manner as may
be directed by the Board. (b) The Directors may from time to time entrust to and confer upon the Managing Director or Whole-
time Director for the time being save as prohibited in the Act, such of the powers exercisable under these presents by the
Directors as they may think fit, and may confer such objects and purposes, and upon such terms and conditions, and with such
restrictions as they think expedient; and they may subject to the provisions of the Act and these Articles confer such powers,
either collaterally with or to the exclusion of, and in substitution for, all or any of the powers of the Directors in that behalf, and
may from time to time revoke, withdraw, alter or vary all or any such powers. (c) The Company’s General Meeting may also
from time to time appoint any Managing Director or Managing Directors or Whole-time Director or Whole-time Directors of
the Company and may exercise all the powers referred to in these Articles. (d) The Managing Director or Whole-time Director
shall be entitled to sub-delegate (with the sanction of the Directors where necessary) all or any of the powers, authorities and
discretions for the time being vested in them to any officers of the Company or any persons/firm/company/ other entity for the
management and transaction of the affairs of the Company in any specified locality in such manner as they may think fit. (e)
Notwithstanding anything contained in these Articles, the Managing Director or Whole-time Director is expressly allowed
generally to work for and contract on behalf of the Company and specially to do the work of Managing Director or Whole-time
Director and also to do any work for the Company upon such terms and conditions and for such remuneration (subject to the
provisions of the Act) as may from time to time be agreed between them and the Directors of the Company.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
74. Subject to the provisions of the Act, —
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed by the Board
for such term, at such remuneration and upon such conditions as it may thinks fit; and any chief executive
officer, manager, company secretary or chief financial officer so appointed may be removed by means of a
resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief financial officer.
75. A provision of the Act or these regulations requiring or authorising a thing to be done by or to a director and chief executive
officer, manager, company secretary or chief financial officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief executive officer, manager, company secretary or chief financial
officer.
76. The Seal
Common seal is not mandatory under the Companies Act 2013, therefore not required.
Dividends and Reserve
77. The company in general meeting may declare dividends, but no dividend shall exceed the amount recommended by the
Board.
78. Subject to the provisions of section 123, the Board may from time to time pay to the members such interim dividends
as appear to it to be justified by the profits of the company.
79. (i) The Board may, before recommending any dividend, set aside out of the profits of the company such sums as
it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any purpose
to which the profits of the company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like discretion, either be employed in
the business of the company or be invested in such investments (other than shares of the company) as the Board
may, from time to time, thinks fit.
285(ii) The Board may also carry forward any profits which it may consider necessary not to divide, without setting
them aside as a reserve.
80. (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall
be declared and paid according to the amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares in the company, dividends may
be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of this
regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the
shares during any portion or portions of the period in respect of which the dividend is paid; but if any share is
issued on terms providing that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
81. The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable by
him to the company on account of calls or otherwise in relation to the shares of the company.
82. (i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque or warrant
sent through the post directed to the registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the register of members, or to such
person and to such address as the holder or joint holders may in writing direct. The Company shall not be
bound to register more than three persons as the joint holders of any share. The Company shall not be liable or
responsible for any cheque or warrant lost in transmission or for any dividend lost to the member or person
entitled thereto by forged endorsements on any cheque or warrant, or the fraudulent or improper recovery
thereof by any other means.
(ii) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
83. Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or other monies
payable in respect of such share.
Except as ordered by a Court of competent jurisdiction or as by law required, the Company shall not be bound to
recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any
interest in any fractional part of a share, or (except only as is by these Articles otherwise expressly provided or by law
otherwise provided) any right in respect of a share other than an absolute right thereto, in accordance with these
Articles, in the person from time to time registered as the holder thereof but the Board shall be at liberty at its sole
discretion to register any share in the joint names of any two or more persons or the survivor or survivors of them.
84. Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in the
manner mentioned in the Act. A transfer of shares does not pass the right to any dividend declared thereon before the
registration of the transfer.
85. No unclaimed dividend shall be forfeited before the claim becomes barred by law and no unpaid dividend shall bear
interest against the company.
Documents and service of Notices
Any document or notice to be served or given by the Company be signed by a Director or such person duly authorized by the
Board for such purpose and the signature may be written or printed or lithographed or through electronic transmission.
Save as otherwise expressly provided in the Act, a document or proceeding requiring authentication by the company may be
signed by a Director, any Key Managerial Personnel or other Authorized Officer of the Company (digitally or electronically)
and need not be under the Common Seal of the Company and the signature thereto may be written, facsimile, printed,
lithographed, Photostat.
A document may be served on the Company or an officer thereof by sending it to the Company or officer at the registered
office of the Company by Registered Post or by speed post or by courier service or by leaving it at its registered office or by
means of such electronic or other mode as may be prescribed: Provided that where securities are held with a Depository, the
records of the beneficial ownership may be served by such Depository on the Company by means of electronic or other mode.
Accounts
86. (i) The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts and books of the company, or any of them, shall be open to
the inspection of members not being directors.
286(ii) No member (not being a director) shall have any right of inspecting any account or book or document of the
company except as conferred by law or authorized by the Board or by the company in general meeting.
Winding up
87. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a special resolution of the company
and any other sanction required by the Act, divide amongst the members, in specie or kind, the whole or any
part of the assets of the company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the members or different
classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts
for the benefit of the contributories if he considers necessary, but so that no member shall be compelled to
accept any shares or other securities whereon there is any liability.
Indemnity
88. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred
by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in
which he is acquitted or in which relief is granted to him by the court or the Tribunal.
Inspection and Extract of Documents
89. Subject to provisions of the Act and other applicable laws and of these Articles, the Company may allow the
inspection of documents, register and returns maintained under the Act to members, creditors and such other
persons as are permitted subject to such restrictions as the Board may prescribe and also furnish extract of
documents, registers and returns to such persons as are permitted to obtain the same on payment of such fees as
may be decided by Board which shall, in no case, exceed the limits prescribed under the Act.
Shares at The Disposal of The Directors
90. (a) Subject to the provisions of Section 62 and other applicable provisions of the Act, and these Articles, the shares
in the Capital of the Company for the time being (including any shares forming part of any increased Capital of
the Company) shall be under the control of the Board who may issue, allot or otherwise dispose of the same or
any of them to Persons in such proportion and on such terms and conditions and either at a premium or at par at
such time as they may, from time to time, think fit.
(b) Subject to applicable Law, the Directors are hereby authorized to issue Equity Shares or Debentures (whether or
not convertible into Equity Shares) for Issue and allotment to such of the officers, employees and workers of the
Company as the Directors may decide or the trustees of such trust as may be set up for the benefit of the officers,
employees and workers in accordance with the terms and conditions of such scheme, plan or proposal as the
Directors may formulate. Subject to the consent of the Stock Exchanges and SEBI under SEBI Listing Regulations
or any other Law, if applicable to the Company, the Directors may impose the condition that the shares in or
debentures of the Company so allotted shall not be transferable for a specified period.
(c) If, by the conditions of allotment of any share, the whole or part of the amount thereof shall be payable by
instalments, every such instalment shall, when due, be paid to the Company by the person who, for the time being,
shall be the registered holder of the shares or by his executor or administrator.
(d) Every Shareholder, or his heirs, Executors, or Administrators shall pay to the Company, the portion of the Capital
represented by his share or shares which may for the time being remain unpaid thereon in such amounts at such
time or times and in such manner as the Board shall from time to time in accordance with the Articles require or
fix for the payment thereof.
(e) In accordance with Section 56 and other applicable provisions of the Act and the Rules:
- Every Shareholder or allottee of shares shall be entitled without payment, to receive one or more certificates
specifying the name of the Person in whose favour it is issued, the shares to which it relates and the amount paid
up thereon. Such certificates shall be issued only in pursuance of a resolution passed by the Board and on surrender
to the Company of its letter of allotment or its fractional coupon of requisite value, save in cases of issue of share
certificates against letters of acceptance or of renunciation, or in cases of issue of bonus shares. Such share
certificates shall also be issued in the event of consolidation or sub-division of shares of the Company. Every such
certificate shall be issued in the manner prescribed under section 46 of the Act and the Rules framed thereunder.
Particulars of every share certificate issued shall be entered in the Register of Members against the name of the
Person, to whom it has been issued, indicating the date of issue. A certificate issued under the Seal of the Company,
if any, or signed by two Directors or by a Director and the Secretary, specifying the Shares held by any Person
shall be prima facie evidence of the title of the Person to such Shares. Where the Shares are held in depository
form, the record of Depository shall be the prima facie evidence of the interest of the beneficial owner.
287- Every Shareholder shall be entitled, without payment, to one or more certificates, in marketable lots, for all the
shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such fee
as the Directors may from time to time determine) to several certificates, each for one or more of such shares and
the Company shall complete and have ready for delivery such certificates within 2 (two) months from the date of
allotment in case of Shares and 6 (six) months from the date of allotment in case of Debentures, or within 1 (one)
month of the receipt of instrument of transfer, transmission, sub-division, consolidation or renewal of its shares
as the case may be. Every certificate of shares shall be in the form and manner as specified in Article 17 above
and in respect of a share or shares held jointly by several Persons, the Company shall not be bound to issue more
than one certificate and delivery of a certificate of shares to the first named joint holders shall be sufficient delivery
to all such holders. For any further certificate, the Board shall be entitled but shall not be bound, to prescribe a
charge not exceeding Rs. 20 (Rupees 20).
- The Board may, at their absolute discretion, refuse any applications for the sub-division of share certificates or
Debenture certificates, into denominations less than marketable lots except where sub-division is required to be
made to comply with any statutory provision or an order of a competent court of law or at a request from a
Shareholder or to convert holding of odd lot into transferable/marketable lot. Where share certificates are issued
in either more or less than marketable lots, sub-division or consolidation of share certificates into marketable lots
shall be done free of charge.
- A Director may sign a share certificate by affixing his signature thereon by means of any machine, equipment
or other mechanical means, such as engraving in metal or lithography, but not by means of a rubber stamp,
provided that the Director shall be responsible for the safe custody of such machine, equipment or other material
used for the purpose.
Further issue of Shares
91. Where at any time the Board or the Company, as the case may be, proposes to increase the subscribed capital by
the issue of further shares then such shares shall be offered, subject to the provisions of section 62 of the Act, and
the rules made thereunder:
(i) To the persons who at the date of the Issue are holders of the Equity Shares, in proportion, as nearly
as circumstances admit, to the paid-up share capital on those shares at that date, by sending a letter of offer subject
to the conditions mentioned in (ii) to (iv) below;
(ii)The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a
time not being less than fifteen days, or such lesser number of days as may be prescribed and not exceeding thirty
days from the date of the offer, within which the offer, if not accepted, shall be deemed to have been declined.
Provided that the notice shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing shareholders at least three
days before the opening of the issue;
(iii) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice referred to in sub-
clause (ii) shall contain a statement of this right;
(iv) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from
the person to whom such notice is given that the person declines to accept the shares offered, the Board of
Directors may dispose of them in such manner which is not disadvantageous to the Members and the Company;
(v) to employees under any scheme of employees’ stock option subject to Special Resolution passed
by the shareholders of the Company and subject to the Rules and such other conditions, as may be prescribed
under applicable law; or
(vi) to any person(s), if it is authorized by a Special Resolution, whether or not those persons include
the persons referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash, if
the price of such shares is determined by the valuation report of a registered valuer subject to such conditions as
may be prescribed under the Act and the rules made thereunder;
(2) Nothing in sub-clause (iii) of Clause (1)(A) shall be deemed:
(i) To extend the time within which the offer should be accepted; or
(ii) To authorize any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the shares compromised in
the renunciation.
(3) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert such
debentures or loans into shares in the Company or to subscribe for shares of the Company:
Provided that the terms of issue of such debentures or loans containing such an option have been
approved before the issue of such debentures or the raising of such loans by a Special Resolution passed by the
shareholders in a General Meeting.
(4) Notwithstanding anything contained in Articles hereof, where any debentures have been issued, or loan has
been obtained from any government by the Company, and if that government considers it necessary in the public
interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be converted into
shares in the Company on such terms and conditions as appear to the government to be reasonable in the
288circumstances of the case even if terms of the issue of such debentures or the raising of such loans do not include
a term for providing for an option for such conversion:
Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may, within
sixty days from the date of communication of such order, appeal to National Company Law Tribunal which shall
after hearing the Company and the government pass such order as it deems fit.
The Board may issue and allot shares in the capital of the Company on payment or part payment for any property
or assets of any kind whatsoever sold or transferred, goods or machinery supplied or for services rendered to the
Company in the conduct of its business and any shares which may be so allotted may be issued as fully paid-up
or partly paid-up otherwise than for cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up
shares, as the case may be.
The Company may issue securities in any manner whatsoever as the Board may determine including by way of a
preferential offer or private placement, to any persons whether or not those persons include the persons referred
to in clause (a) or clause (b) of sub-section (1) of section 62 subject to compliance with section 42 and / or 62 of
the Act and rules framed thereunder as amended from time to time.
No fee on transfer or transmission
92. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and Letters of
administration, Certificate of Death or Marriage, Power of Attorney or similar other document.
Payment in anticipation of call may carry interest
93. The Directors may, if they think fit, subject to the provisions of Section 92 of the Act, agree to and receive from
any member willing to advance the same whole or any part of the moneys due upon the shares held by him beyond
the sums actually called for, and upon the amount so paid or satisfied in advance, or so much thereof as from time
to time exceeds the amount or the calls then made upon the shares in respect of which such advance has been
made, the company may pay interest at such rate, as the member paying such sum in advance and the Directors
agree upon provided that money paid In advance of calls shall not confer a right to participate in profits or
dividend. The Directors may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the same
would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the company.
Nomination For Deposits
94. A security holder may, at any time, make a nomination and the provisions of Section 72 of the Act shall, as far as
may be, apply to the nominations made in relation to the deposits made subject to the provisions of the Rules as
may be prescribed in this regard.
Nomination in Certain Other Cases
95. Subject to the applicable provisions of the Act and these Articles, any person becoming entitled to Securities in
consequence of the death, lunacy, bankruptcy or insolvency of any holder of Securities, or by any lawful means
other than by a transfer in accordance with these Articles, may, with the consent of the Board (which it shall not
be under any obligation to give), upon producing such evidence that he sustains the character in respect of which
he proposes to act under this Article or of such title as the Board thinks sufficient, either be registered himself as
the holder of the Securities or elect to have some Person nominated by him and approved by the Board registered
as such holder; provided nevertheless that, if such Person shall elect to have his nominee registered, he shall testify
the election by executing in favour of his nominee an instrument of transfer in accordance with the provisions
herein contained and until he does so, he shall not be freed from any liability in respect of the Securities.
Borrowing Powers
96. (a) Subject to the provisions of Sections 73, 179 and 180, and other applicable provisions of the Act and these Articles,
the Board may, from time to time, at its discretion by resolution passed at the meeting of a Board:
(I) accept or renew deposits from Shareholders;
(II) borrow money by way of issuance of Debentures;
(III) borrow money otherwise than on Debentures;
(IV) accept deposits from Shareholders either in advance of calls or otherwise; and
(V) generally, raise or borrow or secure the payment of any sum or sums of money for the purposes of the
Company.
Provided, however, that where the money to be borrowed together with the money already borrowed (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of business) exceed the aggregate
of the Paid-up capital of the Company and its free reserves (not being reserves set apart for any specific purpose),
the Board shall not borrow such money without the consent of the Company by way of a Special Resolution in a
General Meeting.
(b) Subject to the provisions of these Articles, the payment or repayment of money borrowed as aforesaid may be
secured in such manner and upon such terms and conditions in all respects as the resolution of the Board (not by
circular resolution) shall prescribe including by the issue of bonds, perpetual or redeemable Debentures or
debenture–stock, or any mortgage, charge, hypothecation, pledge, lien or other security on the undertaking of the
289whole or any part of the property of the Company (including its uncalled Capital), both present and future and
Debentures and other Securities may be assignable free from any equities between the Company and the Person
to whom the same may be issued.
(c) Subject to the applicable provisions of the Act and these Articles, any bonds, Debentures, debenture-stock or other
Securities may if permissible in Law be issued at a discount, premium or otherwise by the Company and shall
with the consent of the Board be issued upon such terms and conditions and in such manner and for such
consideration as the Board shall consider to be for the benefit of the Company, and on the condition that they or
any part of them may be convertible into Equity Shares of any denomination, and with any privileges and
conditions as to the redemption, surrender, allotment of shares, appointment of Directors or otherwise. Provided
that Debentures with rights to allotment of or conversion into Equity Shares shall not be issued except with, the
sanction of the Company in General Meeting accorded by a Special Resolution.
(d) The Board shall cause a proper Register to be kept in accordance with the provisions of Section 85 of the Act of
all mortgages and charges specifically affecting the property of the Company; and shall cause the requirements of
the relevant provisions of the Act in that behalf to be duly complied with within the time prescribed under the Act
or such extensions thereof as may be permitted under the Act, as the case may be, so far as they are required to be
complied with by the Board. Company shall have the power to keep in any state or country outside India a branch
register of debenture holder’s resident in that state or country.
(e) Any capital required by the Company for its working capital and other capital funding requirements may be
obtained in such form as decided by the Board from time to time.
(f) The Company shall also comply with the provisions of the Companies (Registration of Charges) Rules, 2014 in
relation to the creation and registration of aforesaid charges by the Company.
Share Warrants
97. (a) Share warrants may be issued as per the provisions of applicable Law.
(b) Power to issue share warrants
The Company may issue share warrants subject to, and in accordance with the provisions of the Act, and
accordingly the Board may in its discretion, with respect to any share which is fully paid-up on application in
writing signed by the persons registered as holder of the share, and authenticated, by such evidence (if any) as the
Board may, from time to time, require as to the identity of the person signing the application, and on receiving the
certificate (if any) of the share, and the amount of the stamp duty on the warrant and such fee as the Board may
from time to time require, issue a share warrant.
(c) Deposit of share warrant
(I) The bearer of a share warrant may at any time deposit the warrant at the office of the Company, and so long as
the warrant remains so deposited, the depositor shall have the same right of signing a requisition for calling a
meeting of the Company, and of attending, and voting and exercising the other privileges of a Member at any
meeting held after the expiry of two clear days from the time of deposit as if his name were inserted in the Register
of Members as the holder of the share included in the deposited warrant.
(II) Not more than one person shall be recognized as depositor of the share warrant.
(III) The Company shall, on two days’ written notice, return the deposited share warrant to the depositor.
(d) Privileges and disabilities of the holders of share warrant
(I) Subject as herein otherwise expressly provided, no person shall, as bearer of a share warrant sign a requisition
for calling a meeting of the Company, or attend or vote or exercise any other privileges of a Member at a meeting
of the Company, or be entitled to receive any notices from the Company.
(II) The bearer of a share warrant shall be entitled in all other respects to the same privileges and advantages as if
he was named in the Register of Members as the holder of the share included in the warrant, and shall be a Member
of the Company.
e) Issue of new Share Warrant or Coupon
The Board may, from time to time, make rules as to the terms on which (if it shall think fit) a new share warrant
or coupon may be issued by way of renewal in case of defacement, loss or destruct.
Passing of Resolutions by Postal Ballot
98. (a) Notwithstanding any of the provisions of these Articles, the Company may, and in the case of resolutions relating
to such business as notified under the Companies (Management and Administration) Rules, 2014, as amended, or
other Law required to be passed by postal ballot, shall get any resolution passed by means of a postal ballot,
instead of transacting the business in the General Meeting of the Company. Also, the Company may, in respect
of any item of business other than ordinary business and any business in respect of which Directors or Auditors
have a right to be heard at any meeting, transact the same by way of postal ballot.
(b) Where the Company decides to pass any resolution by resorting to postal ballot, it shall follow the procedures as
prescribed under Section 110 of the Act and the Companies (Management and Administration) Rules, 2014, as
amended from time.
Special Remuneration for Extra Services Rendered by A Director
99. If any Director be called upon to perform extra services or special exertions or efforts (which expression shall
include work done by a Director as a member of any Committee formed by the Directors), the Board may arrange
with such Director for such special remuneration for such extra services or special exertions or efforts either by a
290fixed sum or otherwise as may be determined by the Board. Such remuneration may either be in addition, to or in
substitution for his remuneration otherwise provided, subject to the applicable provisions of the Act.
Disqualification And Vacation Of Office By A Director
100. (a) A person shall not be eligible for appointment as a Director of the Company if he incurs any of the disqualifications
as set out in section 164 and other relevant provisions of the Act. Further, on and after being appointed as a
Director, the office of a Director shall ipso facto be vacated on the occurrence of any of the circumstances under
section 167 and other relevant provisions of the Act.
(b) Subject to the applicable provisions of the Act, the resignation of a director shall take effect from the date on
which the notice is received by the company or the date, if any, specified by the director in the notice, whichever
is later.
Committees And Delegation By The Board
101. (a) The Company shall constitute such Committees as may be required under the Act, applicable provisions of Law
and the SEBI Listing Regulations or any other Law, if applicable to the Company. Without prejudice to the powers
conferred by the other Articles and so as not to in any way to limit or restrict those powers, the Board may, subject
to the provisions of Section 179 of the Act, delegate any of its powers to the Managing Director(s), the executive
director(s) or manager or the chief executive officer of the Company. The Managing Director(s), the executive
director(s) or the manager or the chief executive officer(s) as aforesaid shall, in the exercise of the powers so
delegated, conform to any regulations that may from time to time be imposed on them by the Board and all acts
done by them in exercise of the powers so delegated and in conformity with such regulations shall have the like
force and effect as if done by the Board.
(b) Subject to the applicable provisions of the Act, the requirements of Law and these Articles, the Board may delegate
any of its powers to Committees of the Board consisting of such member or members of the Board as it thinks fit,
and it may from time to time revoke and discharge any such committee of the Board either wholly or in part and
either as to persons or purposes. Every Committee of the Board so formed shall, in the exercise of the powers so
delegated, conform to any regulations that may from time to time be imposed on it by the Board. All acts done by
any such Committee of the Board in conformity with such regulations and in fulfilment of the purposes of their
appointment but not otherwise, shall have the like force and effect as if done by the Board.
(c) The meetings and proceedings of any such Committee of the Board consisting of more members shall be governed
by the provisions herein contained for regulating the meetings and proceedings of the Directors, so far as the same
are applicable thereto and are not superseded by any regulation made by the Directors under the last preceding
Article.
Acts of Board or Committee Valid Notwithstanding Informal Appointment
102. (a) All acts undertaken at any meeting of the Board or of a Committee of the Board, or by any person acting as a
Director shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment
of such Director or persons acting as aforesaid, or that they or any of them were disqualified or had vacated office
or that the appointment of any of them had been terminated by virtue of any provisions contained in the Act or in
these Articles, be as valid as if every such person had been duly appointed, and was qualified to be a Director.
Provided that nothing in this Article shall be deemed to give validity to the acts undertaken by a Director after his
appointment has been shown to the Company to be invalid or to have been terminated.
(b) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of the Board
or of a committee thereof, for the time being entitled to receive notice of a meeting of the Board or committee,
shall be valid and effective as if it had been passed at a meeting of the Board or committee, duly convened and
held.
Notice by Advertisement
103. Subject to the applicable provisions of the Act, any document required to be served or sent by the Company on or
to the Shareholders, or any of them and not expressly provided for by these Articles, shall be deemed to be duly
served or sent if advertised in a newspaper circulating in the District in which the Office is situated.
Director’s etc. Not liable for certain acts
104. Subject to the provision of the Act, no Director, Manager or Officer of the Company shall be liable for the acts,
defaults, receipts and neglects of any other Director, Manager or Officer or for joining in any receipts or other
acts for the sake of conformity or for any loss or expenses happening to the company through the insufficiency or
deficiency of title to any property acquired by order of the directors or for any loss or expenses happening to the
Company through the insufficiency or deficiency of any security in or upon which any of the monies of the
Company shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of
any person with whom any monies, securities or effects shall be deposited or for any loss occasioned by an error
of judgement or oversight on his part, or for any other loss, damage or misfortune whatsoever which shall happen
in the execution thereof, unless the same shall happen through the negligence, default, misfeasance, breach of
duty or breach of trust of the relevant Director, Manager or Officer.
General Powers
291105. Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the
Company could carry out any transaction only if the Company is so authorized by its Articles, then and in that
case this Article authorizes and empowers the Company to have such rights, privileges or authorities and to carry
out such transactions as have been permitted by the Act, without there being any specific Article in that behalf
herein provided.
Copies of Memorandum and Articles to be sent to Members
106. A copy of the Memorandum and Articles of Association of the Company and of any other document referred to
in Section 17 of the Act shall be sent by the Company to a Member at his request on payment of Rs. 100 or such
reasonable sum for each copy as the Directors may, from time to time, decide. The fees can be waived off by the
Company.
292SERIAL NAME, ADDRESS, DESCRIPTION NO. OF EQUITY NAME, ADDRESS,
NO. AND OCCUPATION OF THE SHARES TAKEN BY DESCRIPTION, AND
SUBSCRIBERS SUBSCRUBERS OCCUPATION OF
WITNESS
1 -sd/- 100 (ONE HUNDRED -sd/-
D.VENKATESAN, ONLY) B. SARAVANA
S/o G.DHAKINAMOORTHY PRASATH, ACA
No. 12, THIRUVALLUVAR STREET, CHARTERED
KEELKATTALAI, CHENNAI – 600 ACCOUNTANT
117 S/o SHRI N.
AGE:33years BALABSUBRAMANIAN
OCCUPATION: BUSINESS “SHRI GURU
PADHUKA”
18-A, AKBARABAD 2ND
STREET,
KODAMBAKKAM,
CHENNAI – 600 024
OCCUPATION:
CHARTERED
2 -sd/- 100 (ONE HUNDRED ACCOUNTANT
V. REVATHI, ONLY)
W/o D. VENKATESAN
No. 12, THIRUVALLUVAR STREET,
KEELKATTALAI, CHENNAI - 600
117
AGE:25years
OCCUPATION: BUSINESS
293SECTION X: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following contracts which have been entered or are to be entered into by our Company (not being contracts entered
into in the ordinary course of business carried on by our Company) or contracts entered into more than two years before the date of
this Prospectus which are or may be deemed material will be attached to the copy of the Red Herring Prospectus/ Prospectus which
will be delivered to the RoC for filing. Copies of the contracts and also the documents for inspection referred to hereunder, may be
inspected at the Registered and Corporate Office between 10 a.m. and 5 p.m. on all Working Days from date of the Red Herring
Prospectus until the Issue Closing Date.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required in the
interest of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance of the
provisions contained in the Companies Act and other applicable law.
A. Material Contracts for the Issue
(a) Issue Agreement dated June 03, 2025 entered between our Company and the Book Running Lead Manager.
(b) Registrar Agreement dated June 03, 2025 entered into amongst our Company and the Registrar to the Issue.
(c) Escrow and Sponsor Bank Agreement dated August 20, 2025 among our Company, Book Running Lead Manager, Banker
to the Issue and the Registrar to the Issue.
(d) Tripartite Agreement dated July 18, 2024 between our Company, NSDL and the Registrar to the Issue. Tripartite
Agreement dated June 05, 2024 between our Company, CDSL and the Registrar to the Issue.
(e) Market Making Agreement dated August 04, 2025 between our Company, Book Running Lead Manager and Market
Maker.
(f) Underwriting Agreement dated August 04, 2025 between our Company and the Underwriters.
(g) Syndicate Agreement dated August 04, 2025 between our Company and the Syndicate Member.
(h) Sub-Syndicate Agreement dated August 04, 2025 between our Company and the Sub-Syndicate Member
(i) Monitoring agency agreement dated August 06, 2025 between our Company and the Monitoring Agency.
B. Material Documents
(a) Certified copies of the updated Memorandum of Association and Articles of Association of our Company, as amended
from time to time;
(b) Certificate of incorporation dated December 14,1998, issued by the RoC;
(c) Certificate of Incorporation dated August 27, 2024, issued by the ROC pursuant to change of name of the company;
(d) Fresh certificate of incorporation dated November 15, 2024, issued by RoC at the time of conversion from a private
company into a public company;
(e) Resolutions of our Board of Directors dated December 12, 2024, in relation to the Issue and other related matters;
(f) Shareholders’ resolution dated December 13, 2024, in relation to this Issue and other related matters;
(g) Resolution of the Board of Directors of the Company dated June 30, 2025 taking on record and approving the Draft Red
Herring Prospectus.
(h) Resolution of the Board of Directors of the Company dated August 29, 2025 taking on record and approving the Red
Herring Prospectus.
(i) Resolution of the Board of Directors of the Company dated September 16, 2025 taking on record and approving the
294Prospectus.
(j) The examination report dated August 21, 2025, of Peer Reviewed Auditors on our Restated Financial Statements
(Consolidated) and Restated Financial Statements (Standalone), included in this Red Herring Prospectus;
(k) Copies of the annual reports of the Company for the Fiscals 2024, 2023, 2022;
(l) Statement of Tax Benefits dated August 21, 2025 from the Peer Reviewed Auditors included in this Red Herring
Prospectus;
(m) Consent of the Promoters, Directors, the Book Running Lead Manager, the Syndicate Members, the Legal Counsel to our
Issue, the Registrar to the Issue, the Company Secretary and Compliance Officer and the Chief Financial Officer, to act in
their respective capacities;
(n) Consent of the Statutory Auditors, M/s Varadarajan & Co., Chartered Accountants and Peer Reviewed Auditors, to include
their name in this Red Herring Prospectus and as an “Expert” defined under Section 2(38) of the Companies Act, 2013,
read with Section 26 of the Companies Act, 2013, in respect of the reports of the Peer Reviewed Auditors on the Restated
Financial Statements dated August 21, 2025 and the statement of special tax benefits dated August 21, 2025 included in
this Red Herring Prospectus;
(o) Due diligence certificate dated September 16, 2025 issued by Book Running Lead Manager BRLM;
(p) In principle listing approval dated August 11, 2025 issued by BSE;
(q) Site visit report conducted by BRLM dated July 18, 2024.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so required
in the interest of our Company or if required by the other parties, without reference to the Shareholders subject to compliance with
the provisions contained in the Companies Act and other relevant statutes.
295DECLARATION
We, the undersigned, hereby certify and declare that all the relevant provisions of the Companies Act, 2013 and the guidelines
issued by the Government of India or the regulations issued by Securities and Exchange Board of India, established under Section
3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with and no statement made in
this Red Herring Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India
Act, 1992 or rules made there under or regulations issued there under, as the case may be. We further certify that all statements in
this Red Herring Prospectus are true and correct.
SIGNED BY THE CHAIRMAN AND MANAGING SIGNED BY THE JOINT MANAGING DIRECTOR OF
DIRECTOR OF OUR COMPANY OUR COMPANY
Sd/- Sd/-
__________________________ ____________________
Manikandan Dakshna moorthy
Venkatesan Dakshinamoorthy Joint Managing Director
Chairman and Managing Director (DIN: 00232275)
(DIN: 00232210)
Date: September 16, 2025
Date: September 16, 2025 Place: Chennai
Place: Chennai
SIGNED BY THE DIRECTOR OF OUR COMPANY SIGNED BY THE NON- EXECUTIVE DIRECTOR OF
OUR COMPANY
Sd/-
Sd/-
__________________________
Sathishkumar Venkatesan __________________________
Whole-time Director Nandhini Manikandan
(DIN: 08561438) Non-Executive Director
(DIN: 08561378)
Date: September 16, 2025
Place: Chennai Date: September 16, 2025
Place: Chennai
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR SIGNED BY THE INDEPENDENT DIRECTOR OF OUR
COMPANY COMPANY
Sd/- Sd/-
__________________________ __________________________
Sudhanshu Mani Tilak Raj Seth
Independent Director Independent Director
(DIN: 10124439)
Date: September 16, 2025
Date: September 16, 2025 Place: Chennai
Place: Chennai
SIGNED BY THE CHIEF FINANCIAL OFFICER OF SIGNED BY THE COMPANY SECRETARY &
OUR COMPANY COMPLIANCE OFFICER OF OUR COMPANY
Sd/- Sd/-
_________________ _________________
P S Karunakaran Thygarajan Sivakumar
Chief Financial Officer Company Secretary & Compliance Officer
Date: September 16, 2025 Date: September 16, 2025
Place: Chennai Place: Chennai
296