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DRAFT RED HERRING PROSPECTUS
Dated: September 25, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
(Please scan this QR code to view the DRHP)
DEON ENERGY LIMITED
CORPORATE IDENTITY NUMBER: U42201GJ2024PLC150542
REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON TELEPHONE AND E-MAIL WEBSITE
Block D-604-605-606 6th Floor, Not applicable Jeeveka Narendra E-mail: investors@deonenergy.in www.deonenergy.in
Westgate, S. G. Highway, Near YMCA Tharwani Tel: +91 9558915483
Club, Makarba, Jivraj Park, Ahmedabad- Company Secretary and
380051, Gujarat, India. Compliance Officer
OUR PROMOTERS ARE DHARMESH ASHOKBHAI MAKADIYA, CHIRAGBHAI DINESHBHAI KALARIYA, ARCHANABEN KALARIYA
AND BHARGAV CHATURBHAI KAVAR
DETAILS OF THE ISSUE
TYPE FRESH ISSUE OFFER FOR SALE TOTAL ISSUE SIZE ELIGIBILITY AND RESERVATION
SIZE SIZE
Fresh Issue Up to [●] Equity Not applicable Up to [●] Equity The Issue is being made pursuant to Regulation 6(2) of the
Shares of face value of Shares of face value of Securities and Exchange Board of India (Issue of Capital and
₹10 each aggregating ₹10 each aggregating Disclosure Requirements) Regulations, 2018, as amended (“SEBI
up to ₹ 1,500.00 up to ₹1,500.00 ICDR Regulations”) as our Company does not fulfil requirements
million million under Regulations 6(1) of the SEBI ICDR Regulations. For details
in relation to share reservation amongst QIBs, NIIs, RIIs (defined
hereinafter), see “Issue Structure” on page 424.
DETAILS OF THE OFFER FOR SALE
Not Applicable
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares 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, 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 under “Basis for Issue Price” on page 121 should
not be considered 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
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 Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 38.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring 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 Draft Red Herring 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 Draft Red Herring 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 the Red Herring Prospectus are proposed to be listed on the stock exchanges being BSE Limited (“BSE”) and National
Stock Exchange of India Limited (“NSE”, and together with the BSE, the “Stock Exchanges”). For the purposes of the Issue, the Designated Stock Exchange
shall be [●].
BOOK RUNNING LEAD MANAGER
NAME AND LOGO OF THE BOOK RUNNING LEAD MANAGER CONTACT PERSON TELEPHONE AND EMAIL
Smart Horizon Capital Advisors Private
Limited Tel: 022 28706822
Parth Shah
(Formerly known as Shreni Capital Advisors E-mail: deonenergy@shcapl.com
Private Limited)
REGISTRAR TO THE ISSUE
NAME AND LOGO OF THE REGISTRAR CONTACT PERSON TELEPHONE AND EMAIL
Tel: +91 22 62638200
Bigshare Services Private Limited Babu Rapheal C.
E-mail: ipo@bigshareonline.com
BID/ ISSUE PERIOD
ANCHOR INVESTOR BIDDING [●](1) BID/ ISSUE OPENS [●] BID/ ISSUE CLOSES [●](2)(3)
DATE ON ON
(1) 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 Bidding Date shall be one Working Day prior to the Bid/ Issue Opening Date.
(2) Our Company in consultation with the Book Running Lead Manager, 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.
(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/ Issue Closing Date.DRAFT RED HERRING PROSPECTUS
Dated: September 25, 2025
(Please read Section 32 of the Companies Act, 2013)
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
DEON ENERGY LIMITED
Our Company was originally formed as a partnership firm under the name of “M/s. Deon Energy” at Ahmedabad, Gujarat, India under the Indian Partnership Act, 1932 pursuant to a partnership deed
dated June 23, 2020, which was subsequently amended on July 18, 2023 and February 01, 2024 (collectively, the “Partnership Deed”). Subsequently, the partnership firm was converted into private limited
company under the Companies Act, 2013 with the name “Deon Energy Private Limited” and a certificate of incorporation dated April 11, 2024, was issued by the Registrar of Companies, Central
Registration Centre. Subsequently the name of our Company was changed to “Deon Energy Limited” upon the conversion of our Company into a public limited company, pursuant to a Board resolution
dated April 22, 2025 and a special resolution passed by the members of the Company in the Extraordinary general meeting dated April 23, 2025, and a fresh certificate of incorporation dated May 13,
2025 was issued by the Registrar of Companies, Central Processing Centre.For details of change in name and Registered Office of our Company and details on the Business Transfer Agreement, see
“History and Certain Corporate Matters” on page 272.
Corporate Identity Number: U42201GJ2024PLC150542
Registered Office: Block D-604-605-606 6th Floor, Westgate, S. G. Highway, Near YMCA Club, Makarba, Jivraj Park, Ahmedabad-380051, Gujarat, India.
Contact Person: Jeeveka Narendra Tharwani, Company Secretary and Compliance Officer
Tel: +91 9558915483| E-mail: investors@deonenergy.in | Website: www.deonenergy.in
OUR PROMOTERS ARE DHARMESH ASHOKBHAI MAKADIYA, CHIRAGBHAI DINESHBHAI KALARIYA, ARCHANABEN KALARIYA
AND BHARGAV CHATURBHAI KAVAR
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF DEON ENERGY LIMITED (OUR “COMPANY” OR THE “ISSUER”)
FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE INCLUDING A PREMIUM OF ₹[●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING UP TO ₹ 1,500.00 MILLION (THE
“ISSUE”). THE ISSUE SHALL CONSTITUTE [●]% OF THE POST- ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE PRICE BAND AND MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGER, AND WILL BE ADVERTISED
IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY
NEWSPAPER), AND ALL EDITIONS OF [●] (A WIDELY CIRCULATED GUJARATI DAILY NEWSPAPER, GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, 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 STOCK EXCHANGES
FOR UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS, AS AMENDED (“SEBI ICDR REGULATIONS”).
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 in the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working
Days. In cases of force majeure, banking strike or similar unforeseen circumstances, our Company in consultation with the BRLM, may, for reasons to be recorded in writing, extend the Bid/ Issue Period for a minimum
of one Working Day, 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 public notice and also by indicating the change on the websites of the BRLM and at the terminals of the Members of the Syndicate and by intimation to the Designated Intermediaries and
Sponsor Banks, as applicable.
The Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Issue is being made through the Book Building Process, in compliance with Regulation 6(2)
of the SEBI ICDR Regulations, wherein at least 75% of the Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in
consultation with the Book Running Lead Manager, may allocate up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the “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 price at which Equity Shares are allocated to Anchor Investors. In the event of under-subscription or non-
allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (excluding the Anchor Investor Portion) (“Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available
for allocation on a proportionate basis to Mutual Funds only 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 QIB. If at least 75% of the Issue cannot be Allotted to QIBs, then the entire application money will be refunded forthwith. Further, not
more than 15% of the Issue shall be available for allocation to non-institutional investors (“Non-Institutional Investors” or “NIIs”) (the “Non-Institutional Portion”) of which one-third of the Non-Institutional Portion
shall be available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an
application size of more than ₹1,000,000 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 in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. The allocation to each Non-Institutional Investor shall not be less than the minimum application size, 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 in accordance with the conditions specified in this regard in
Schedule XIII of the SEBI ICDR Regulations. Further, not more than 10% of the Issue shall be available for allocation to retail individual investors (“Retail Individual Investors” or “RIIs”) (the “Retail Portion”) in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. All Bidders (other than Anchor Investors) shall mandatorily participate in this Issue through the Application
Supported by Block Amount (“ASBA”) process and shall provide details of their respective bank account (including UPI ID for UPI Bidders (defined hereinafter)) in which the Bid Amount will be blocked by the
SCSBs or the Sponsor Bank(s), as the case may be, to the extent of their respective Bid Amounts. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details, specific attention
is invited to “Issue Procedure” on page 428.
RISKS IN RELATION TO ISSUE
This being the first public issue of Equity Shares 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, 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 under “Basis
for Issue Price” on page 121. should not be considered 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 have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the
investors is invited to “Risk Factors” beginning on page 38.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring 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 Draft Red Herring 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 Draft Red Herring 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 the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares
pursuant to their letters dated [●] and [●], respectively. For the purposes of the Issue, [●] shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus and the Prospectus shall be filed with the
RoC in accordance with Section 26(4) and Section 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus until the Bid/
Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 484.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE
Smart Horizon Capital Advisors Private Limited Bigshare Services Private Limited
(formerly known as Shreni Capital Advisors Private Limited) S6-2, 6th Floor, Pinnacle Business Park,
B/908, Western Edge II, Kanakia Space Behind metro mall, Mahakali Caves Road, Next to Ahura Centre,
Off Western Express Highway Magathane, Borivali (East), Andheri East, Mumbai –400093,
Mumbai – 400066, Maharashtra, India Maharashtra, India
Tel:+ 022 28706822 Tel: +91 22 62638200
E-mail: deonenergy@shcapl.com E-mail: ipo@bigshareonline.com
Investor grievance e-mail: investor@shcapl.com Investor grievance e-mail: investor@bigshareonline.com
Contact Person: Parth Shah Contact Person: Babu Rapheal C.
Website: www.shcapl.com Website: www.bigshareonline.com
SEBI registration number: INM000013183 SEBI registration number: INR000001385
BID/ISSUE PERIOD
ANCHOR INVESTOR BIDDING DATE [●](1) BID/ ISSUE OPENS ON [●] BID/ ISSUE CLOSES ON [●](2)(3)
(1) 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 Bidding Date shall be
one Working Day prior to the Bid/Issue Opening Date.
(2) Our Company in consultation with the Book Running Lead Manager, 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.
(3) UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL ....................................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS .................................................................................................................................................................. 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF PRESENTATION 19
FORWARD LOOKING STATEMENTS ................................................................................................................................................................ 23
SUMMARY OF OFFER DOCUMENT ................................................................................................................................................................... 25
SECTION II – RISK FACTORS .......................................................................................................................................................... 38
SECTION III – INTRODUCTION ...................................................................................................................................................... 82
THE ISSUE ................................................................................................................................................................................................................ 82
SUMMARY OF FINANCIAL INFORMATION .................................................................................................................................................... 84
GENERAL INFORMATION ................................................................................................................................................................................... 88
CAPITAL STRUCTURE .......................................................................................................................................................................................... 95
SECTION IV – PARTICULARS OF THE ISSUE ........................................................................................................................... 108
OBJECTS OF THE ISSUE ..................................................................................................................................................................................... 108
BASIS FOR ISSUE PRICE ..................................................................................................................................................................................... 121
STATEMENT OF POSSIBLE TAX BENEFITS .................................................................................................................................................. 131
SECTION V – ABOUT THE COMPANY ......................................................................................................................................... 135
INDUSTRY OVERVIEW ....................................................................................................................................................................................... 135
OUR BUSINESS ...................................................................................................................................................................................................... 221
KEY REGULATIONS AND POLICIES ............................................................................................................................................................... 261
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................................................................... 272
OUR SUBSIDIARIES AND ASSOCIATES .......................................................................................................................................................... 276
OUR MANAGEMENT ............................................................................................................................................................................................ 284
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................................................... 309
DIVIDEND POLICY ............................................................................................................................................................................................... 316
SECTION VI – FINANCIAL INFORMATION ............................................................................................................................... 317
RESTATED FINANCIAL INFORMATION ......................................................................................................................................................... 317
OTHER FINANCIAL INFORMATION................................................................................................................................................................ 356
CAPITALISATION STATEMENT ....................................................................................................................................................................... 357
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ....................... 358
FINANCIAL INDEBTEDNESS.............................................................................................................................................................................. 392
SECTION VII – LEGAL AND OTHER INFORMATION ............................................................................................................. 393
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ........................................................................................................... 393
GOVERNMENT AND OTHER STATUTORY APPROVALS ........................................................................................................................... 399
OUR GROUP COMPANIES .................................................................................................................................................................................. 404
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................................................................ 406
SECTION VIII – ISSUE RELATED INFORMATION ................................................................................................................... 418
TERMS OF THE ISSUE ......................................................................................................................................................................................... 418
ISSUE STRUCTURE............................................................................................................................................................................................... 424
ISSUE PROCEDURE .............................................................................................................................................................................................. 428
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................................................... 445
SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ....................................................................... 446
SECTION X – OTHER INFORMATION ......................................................................................................................................... 484
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................................................. 484
DECLARATION ...................................................................................................................................................................................................... 486
0SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
Unless the context otherwise indicates or implies or unless otherwise specified, the following terms and abbreviations have
the following meanings in this Draft Red Herring Prospectus, and references to any statute or rules or guidelines or
regulations or circulars or notifications or policies will include any amendments, clarifications, modifications, replacements
or re-enactments notified thereto, from time to time and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision. Further, the Issue related terms used but not defined in this Draft
Red Herring Prospectus shall have the meanings ascribed to such terms under the General Information Document. In case
of any inconsistency between the definitions given below and the definitions contained in the General Information Document
(as defined below), the definitions given below shall prevail.
Unless the context otherwise indicates, all references to “the Company”, or “our Company” or “the Issue” and “Deon”,
are references to Deon Energy Limited (formerly known as Deon Energy Private Limited), a company incorporated in India
under the Companies Act 2013 with its registered office at Block D-604-605-606 6th Floor, Westgate, S. G. Highway, Near
YMCA Club, Makarba, Jivraj Park, Ahmedabad-380051, Gujarat, India. Furthermore, unless the context otherwise
indicates, all references to the terms “we”, “us” and “our” are to our Company and our Subsidiaries (as defined below).
The words and expressions used but not defined in this Draft Red Herring Prospectus will (to the extent applicable) have the
same meaning as assigned to such terms under the SEBI ICDR Regulations, Companies Act 2013, the Securities and
Exchange Board of India Act, 1992, as amended (the “SEBI Act”), the Securities Contracts (Regulation) Act, 1956, as
amended (the “SCRA”), the Depositories Act, 1996, as amended (the “Depositories Act”) and the rules and regulations
made thereunder.
Notwithstanding the foregoing, terms in “Capital Structure, “Objects of the Issue”, “Basis for Issue Price”, “Statement of
Special Tax Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”,
“Restated Financial Information”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”,
“Government and Other Statutory Approvals”, “Issue Procedure” and “Main Provisions of the Articles of Association” on
pages 95, 108, 121, 131, 135, 261, 272, 317, 392, 393, 399, 428 and 446, respectively, will have the meaning ascribed to
such terms in these respective sections.
General terms
Term Description
Our Company/the Deon Energy Limited (formerly known as Deon Energy Private Limited), a company
Company incorporated under the Companies Act, 2013 and having its Registered Office at Block D-
604-605-606 6th Floor, Westgate, S. G. Highway, Near YMCA Club, Makarba, Jivraj Park,
Ahmedabad-380051, Gujarat, India.
We/us/our Unless the context otherwise indicates or implies, refers to our Company and our
subsidiaries.
Company Related Terms
Term Description
AoA/ Articles of The articles of association of our Company, as amended, from time to time
Association / Articles
Associate Entity The Associate Entity of our Company namely Brightsource Renewables Energy LLP. For
further details see, “Our Subsidiaries and Associates” on page 276.
Audit Committee The audit committee of our Board, constituted in accordance with Regulation 18 of the SEBI
Listing Regulations and Section 177 of the Companies Act, 2013, the details of which are
described in “Our Management – Committees of the Board – Audit Committee” on page
293.
Auditor/ Statutory Auditor The statutory auditor of our Company, being Shivam Soni & Co., Chartered Accountants.
Board / Board of Directors The board of directors of our Company, as constituted from time to time. For further
information, see “Our Management- Board of Directors” on page 284.
Chairman and Managing The Chairman and the Managing director of our Company, namely Dharmesh Ashokbhai
Director Makadiya. For further details, see “Our Management – Board of Directors” on page 284 .
Chief Financial Officer / The Chief Financial Officer of our Company, namely Bhargav Chaturbhai Kavar. For
CFO further details, see “Our Management – Key Managerial Personnel” on page 306.
1Term Description
Company Secretary and The Company Secretary and Compliance Officer of our Company, namely Jeeveka
Compliance Officer Narendra Tharwani. For further details, see “Our Management – Key Managerial
Personnel” on page 306.
Corporate Social The corporate social responsibility committee of our Board, constituted in accordance with
Responsibility Committee/ Section 135 of the Companies Act, 2013 and the Companies (Policy) Rules, 2014, as
CSR Committee described in “Our Management – Committees of the Board – Corporate Social
Responsibility Committee” on page 300.
Director(s) The director(s) on the Board of our Company, as appointed from time to time. For further
details see “Our Management – Board of Directors” on page 284.
Equity Shares Equity Shares of our Company of Face Value of ₹10/- each fully paid-up
Executive Director(s) The executive director(s) on our Board of Directors namely i) Dharmesh Ashokbhai
Makadiya, Chairman and Managing Director, ii) Chiragbhai Dineshbhai Kalariya, Whole
Time Director, iii) Archanaben Kalariya, Executive Director and iv) Bhargav Chaturbhai
Kavar, Executive Director and Chief Financial Officer as described in “Our Management –
Board of Directors” on page 284.
Exemption Application Application letter dated July 17, 2025 filed with SEBI under Regulation 300(1)(c) of the
SEBI ICDR Regulations for relaxation of the strict enforcement of Regulation 2(1)(pp) of
the SEBI ICDR Regulations with regard to identification of and disclosures relating to Hetal
Kalariya and their related entities as members of the Promoter Group of our Company.
Group Companies The group company of our Company, identified in accordance with the SEBI ICDR
Regulations and the Materiality Policy. For further information see “Our Group Company”
on page 404.
Independent Director(s) Independent director(s) on our Board who are eligible to be appointed as independent
directors under the provisions of the Companies Act 2013 and the SEBI Listing Regulations
and as described in “Our Management – Board of Directors” on page 284.
IPO Committee The IPO committee of our Company, described in “Our Management - Committees of our
Board” on page 301.
Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel/ KMP ICDR Regulations and Section 2(51) of the Companies Act, 2013, and as disclosed in “Our
Management - Key Managerial Personnel and Senior Management” on page 306.
Materiality Policy The policy adopted by our Board on September 02, 2025, for identification of: (a)
outstanding material litigation involving our Company, our Promoters, Subsidiary, Key
Managerial Personnel, Senior Management and our Directors; (b) group companies; and (c)
outstanding dues to material creditors of our Company, pursuant to the requirements of the
SEBI ICDR Regulations and for the purposes of disclosure in this Draft Red Herring
Prospectus, Red Herring Prospectus and the Prospectus
MoA / Memorandum of The memorandum of association of our Company, as amended from time to time
Association
Nomination and The nomination and remuneration committee of our Board, constituted in accordance with
Remuneration Committee Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies Act, 2013,
the details of which are described in “Our Management – Committees of our Board” on
page 293.
Non-Executive Director The non-executive director on our Board, including the Independent Directors. For details,
see “Our Management—Board of Directors” on page 284.
Promoter(s) The promoters of our Company, namely, the Individual Promoters, i.e., Dharmesh
Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben Kalariya, and Bhargav
Chaturbhai Kavar.
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations as disclosed in “Our Promoters and
Promoter Group” on page 309.
Registered Office The Registered Office of our Company situated at Block D-604-605-606 6th Floor,
Westgate, S. G. Highway, Near YMCA Club, Makarba, Jivraj Park, Ahmedabad-380051,
Gujarat, India.
Registrar of Companies / Registrar of Companies, Ahmedabad, situated at ROC Bhavan, Opp Rupal Park Society,
RoC Behind Ankur Bus Stop, Naranpura, Ahmedabad-380013, Gujarat.
2Term Description
Restated Financial The Restated Financial Information of our Company comprises the Standalone restated
Information statements of Assets and liabilities at and for years ended March 31, 2025, March 31, 2024
and March 31, 2023, the standalone restated statement of profit and loss (including other
comprehensive income), the standalone restated statement of changes in equity and the
standalone restated statement of cash flows for the Financial Years ended March 31, 2025,
March 31, 2024 and March 31, 2023, the summary statement of significant accounting
policies, and other explanatory information based on audited financial statements as at and
for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, prepared
in accordance with Ind AS and each restated in terms of the requirements of Section 26 of
Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note
on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as amended from
time to time.
On April 11, 2024, M/s. Deon Energy (“Erstwhile Partnership Firm”) got converted into
private limited company under the Companies Act, 2013 with the name “Deon Energy
Private Limited” and a certificate of incorporation dated April 11, 2024, was issued by the
Registrar of Companies, Central Registration Centre. Since, our Company was previously a
partnership firm, accordingly, the restated financial statements have been prepared on the
basis of Audited Financial Statements of the Company for the financial year ended 2025 and
Special Purpose Ind AS Financial Statements for the financial year ended 2024 and 2023
prepared after making suitable adjustments to the accounting heads from their Indian GAAP
values following accounting policies (both mandatory exceptions and optional exemptions)
availed as per Ind AS 101 for the transition date of April 1, 2021 and as per the requirements
of Schedule III of the Companies Act, 2013 and SEBI (ICDR) Regulations.
Further, our Company has a Wholly-owned subsidiary Company, namely, Deon
Renewables Private Limited incorporated on August 06, 2025, including step-down
subsidiaries, namely Deon Energy One Private Limited incorporated on September 12,
2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy
Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private
Limited incorporated on September 01, 2025 and Deon Energy Five Private Limited
incorporated on August 29, 2025. Accordingly, our restated financial information are
prepared on the basis of Standalone Audited Financial Statements for the financial years
ended 2025, 2024 and 2023.
Shareholder(s) Equity shareholder(s) of our Company from time to time.
SMP / Senior Management Members of the senior management of our Company in terms of Regulation 2(1)(bbbb) of
Personnel the SEBI ICDR Regulations, as described in “Our Management-Key Managerial Personnel
and Senior Management” on page 306.
Special Purpose Audited On April 11, 2024, M/s. Deon Energy (“Partnership Firm”) got converted into private
Financial Statements limited company under the Companies Act, 2013 with the name “Deon Energy Private
Limited” and a certificate of incorporation dated April 11, 2024, was issued by the Registrar
of Companies, Central Registration Centre. Since, our Company was previously a
partnership firm, accordingly, Special Purpose Ind AS Financial Statements for the financial
year 2024 and 2023 prepared after making suitable adjustments to the accounting heads from
their Indian GAAP values following accounting policies (both mandatory exceptions and
optional exemptions) availed as per Ind AS 101 for the transition date of April 1, 2021 and
as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR)
Regulations
Stakeholders Relationship The stakeholders’ relationship committee of our Board, constituted in accordance with
Committee Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations,
as described in “Our Management – Committees of our Board” on page 293.
Subsidiaries Our Company has a Wholly-owned subsidiary Company, namely, Deon Renewables Private
Limited incorporated on August 06, 2025, including step-down subsidiaries, namely Deon
Energy One Private Limited incorporated on September 12, 2025, Deon Energy Two Private
Limited incorporated on September 01, 2025, Deon Energy Three Private Limited
incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on
September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29,
2025, as on date of this Draft Red Herring Prospectus. For further details see, “Our
Subsidiaries and Associates” on page 276.
3Term Description
Whole-time Director The whole-time director on our Board, namely Chiragbhai Dineshbhai Kalariya as described
in “Our Management” on page 284.
Issue Related Terms
Term Description
Abridged Prospectus Abridged prospectus means a memorandum containing such salient features of a prospectus
as may be specified by the SEBI in this behalf
Acknowledgement Slip The slip or document to be issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
Allotment Advice A note or advice or intimation of Allotment sent to each of the successful Bidders who have
been or are to be Allotted the Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange.
Allot or Allotment or Unless the context otherwise requires, allotment of the Equity Shares by the Company
Allotted pursuant to the Issue in each case to successful Bidders.
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A QIB, who applies under the Anchor Investor Portion in accordance with the requirements
specified in the SEBI ICDR Regulations and the Red Herring Prospectus and who has Bid
for an amount of at least ₹100.00 million
Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors during the Anchor
Allocation Price Investor Bid Period in terms of the Red Herring Prospectus and the Prospectus, which will
be determined by our Company, in consultation with the Book Running Lead Manager
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Application Form Portion in accordance with the requirements specified under the SEBI ICDR Regulations
and the Red Herring Prospectus and the Prospectus
Anchor Investor Bidding The day, being one Working Day prior to the Bid/Issue Opening Date on which Bids by
Date Anchor Investors shall be submitted, prior to and after which BRLM will not accept any Bid
from Anchor Investors and allocation to Anchor Investors shall be completed.
Anchor Investor Issue The final price at which the Equity Shares will be Allotted to the Anchor Investors in terms
Price 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. The Anchor Investor Issue Price will
be determined by our Company, in consultation with the BRLM
Anchor Investor Pay-in With respect to Anchor Investor(s), the Anchor Investor Bid/Issue Period, and in the event
Date the Anchor Investor Allocation Price is lower than the Anchor Investor Issue Price, not later
than two Working Days after the Bid/Issue Closing Date
Anchor Investor Portion Up to 60% of the QIB Category, which may be allocated by our Company in consultation
with the BRLM, to 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 only,
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.
Application Supported by An application (whether physical or electronic) by an ASBA Bidder to make a Bid
Blocked Amount or ASBA authorizing the relevant SCSB to block the Bid Amount in the relevant ASBA Account and
will include application made by UPI Bidders, where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by UPI Bidders
ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA
Form submitted by ASBA Bidders for blocking the Bid Amount mentioned in the relevant
ASBA Form which may be blocked by such SCSB or the account maintained by a UPI
Bidder linked to a UPI ID, which is blocked upon acceptance of a UPI Mandate Request
made by the UPI Bidders, to the extent of the Bid Amount of the ASBA Bidders
ASBA Bidders All Bidders except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids,
which will be considered as the application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Banker(s) to the Issue Collectively, the Escrow Collection Bank, Refund Bank, Public Issue Account Bank and
Sponsor Bank(s), as the case may be
4Term Description
Basis of Allotment The basis on which Equity Shares will be Allotted to successful Bidders under the Issue. For
details, see “Issue Procedure” beginning on page 428.
Bid An indication to make an offer during the Bid/Issue Period by an ASBA Bidder pursuant to
the submission of an ASBA form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to submission of a Bid cum Application Form, to subscribe to or purchase
our Equity Shares at a price within the Price Band, including all revisions and modifications
thereto, to the extent permissible under the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the Bid cum Application Form. The term Bidding shall be construed
accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the
case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity
Shares Bid for by such RIBs and mentioned in the Bid cum Application Form and payable
by the Bidder or blocked in the ASBA Account of the ASBA Bidder, as the case may
be, upon submission of the Bid.
Bid cum Application Form The form in terms of which the Bidder shall make a Bid, including an ASBA Form and an
Anchor Investor Application Form, and which shall be considered as the application for the
Allotment pursuant to the terms of the Red Herring Prospectus and the Prospectus
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries will not accept any Bids, being [●], which shall be published in
all editions of [●] (a widely circulated English national daily newspaper), all editions of [●]
(a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a widely
circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat where
our Registered office is located). In case of any revisions, the extended Bid / Issue Closing
Date shall also be notified on the website of the BRLM and terminals of the Syndicate
Members, as required under the SEBI ICDR Regulations and communicated to the
Designated Intermediaries and the Sponsor Bank(s) and shall also be notified in an
advertisement in the same newspapers in which the Bid / Issue Opening Date was published,
as required under the SEBI ICDR Regulations.
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 cases of force majeure, banking strike or similar circumstances, our Company may, for
reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of one Working
Day, subject to the Bid/Issue Period not exceeding ten Working Days.
Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be notified in all editions
of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely
circulated Hindi national daily newspaper) and [●] editions of the [●], a Gujarati daily
newspaper (Gujarati being the regional language of Gujarat, where our Registered Office is
located).
In case of any revisions, the extended Bid/ Issue Opening Date will be widely disseminated
by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the websites of the Book Running Lead Manager and at the terminals of the other
members of the Syndicate and by intimation to the Designated Intermediaries and the
Sponsor Banks, which shall also be notified in an advertisement in the same newspapers in
which the Bid/ Issue Opening Date was published, as required under the SEBI ICDR
Regulations.
Bid/Issue Period Except in relation to any Bids received from the Anchor Investors, the period between the
Bid/ Issue Opening Date and the Bid/ Issue Closing Date, inclusive of both days during
which prospective Bidders (excluding Anchor Investors) can submit their Bids including any
revisions thereof in accordance with the SEBI ICDR Regulations and the terms of the Red
Herring Prospectus.
Our Company in consultation with the BRLM, may consider closing the Bid/ Issue Period
for the QIB Category one Working Day prior to the Bid/ Issue Closing Date in accordance
with the SEBI ICDR Regulations.
5Term Description
In cases of force majeure, banking strike or similar circumstances, our Company may, for
reasons to be recorded in writing, extend the Bid/Issue Period for a minimum of one Working
Day, subject to the Bid/Issue Period not exceeding ten Working Days.
Bidder/ Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied, which
includes an ASBA Bidder and an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries shall accept the Bid cum Application
Forms, being the Designated Branches for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
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 namely, Smart Horizon Capital Advisors
Manager/ BRLM Private Limited (formerly known as Shreni Capital Advisors Private Limited)
Broker Centres Broker centres of the Registered Brokers where ASBA Bidders can submit the ASBA Forms
(in case of UPI Bidders only ASBA Forms under UPI) to a Registered Broker. The details
of such broker centres, along with the names and contact details of the Registered Brokers,
are available on the respective websites of the Stock Exchanges at www.bseindia.com and
www.nseindia.com, and updated from time to time.
Cap Price The higher end of the Price Band above which the Issue Price and Anchor Investor Issue
Price will not be finalised and above which no Bids will be accepted, including any revisions
thereof. The Cap Price will be (i) less than or equal to 120% of the Floor Price, and (ii) at
least 105% of the Floor Price
CareEdge Research CARE Analytics and Advisory Private Limited
CARE Report The industry report titled “Solar Power EPC Sector” dated September 23, 2025, prepared
and issued by CARE Analytics and Advisory Private Limited.
Cash Escrow and Sponsor The agreement to be entered into between our Company, the Registrar to the Issue, the
Bank Agreement BRLM, Syndicate Members, the Escrow Collection Bank(s), the Public Issue Account
Bank(s), the Sponsor Banks, and the Refund Bank(s) for, among other things, collection of
the Bid Amounts from the Anchor Investors and where applicable, transfer of funds to
the Public Issue Account(s) and where applicable remitting refunds, if any, to Bidders
on the terms and conditions thereof
Client ID Client identification number maintained with one of the Depositories in relation to the demat
account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI
Participant/ CDP and who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations
in terms of SEBI circular number CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015, as per the list available on the respective websites of the Stock Exchanges, as updated
from time to time.
Collecting Registrar and Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Share Transfer Designated RTA Locations in terms of circular no. (CIR/CFD/POLICYCELL/11/2015)
Agents/RTAs dated November 10, 2015 issued by SEBI as per the list available on the respective websites
of the Stock Exchanges (www.bseindia.com and www.nseindia.com), as updated from time
to time, as updated from time to time and the UPI Circulars.
Confirmation of A notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note/ CAN have been allocated Equity Shares, on or after the Anchor Investor Bid/ Issue Date.
Cut-off Price The Issue Price finalised by our Company, in consultation with the BRLM which shall be
any price within the Price Band. Only Retail Individual Bidders Bidding in the Retail Portion
are entitled to Bid at the Cut-off Price. QIBs (including the Anchor Investors) and Non-
Institutional Bidders are not entitled to Bid at the Cut-off Price.
Demographic Details The details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a
list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
or at such other website as may be prescribed by SEBI from time to time
6Term Description
Designated CDP Such centres of the Collecting Depository Participants where ASBA Bidders can submit the
Locations ASBA Forms (in case of UPI Bidders only ASBA Forms under UPI). The details of such
Designated CDP Locations, along with the names and contact details of the CDPs eligible
to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account
to the Public Issue Account or the Refund Account, as the case may be, and the instructions
are issued to the SCSBs (in case of UPI Bidders using UPI Mechanism), instruction issued
through the Sponsor Bank(s) for the transfer of amounts blocked by the SCSBs in the ASBA
Accounts to the Public Issue Account or the Refund Account, as the case may be, in terms
of the Red Herring Prospectus and the Prospectus after finalization of the Basis of Allotment
in consultation with the Designated Stock Exchange, following which the Equity Shares will
be Allotted in the Issue
Designated Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in
Intermediary(ies) relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are
authorised to collect Bid cum Application Forms from the relevant Bidders, in relation to
the Issue.
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion by authorising
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 Such centres of the RTAs where ASBA Bidders can submit the ASBA Forms (in case of
Locations UPI Bidders, only ASBA Forms under UPI). The details of such Designated RTA Locations,
along with the 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) and updated from time to time
Designated SCSB Such branches of the SCSBs which shall collect the ASBA Forms used by the Bidders, a list
Branches of which is available on the website of SEBI at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
updated from time to time, or at such other website as may be prescribed by SEBI from time
to time
Designated Stock [●]
Exchange
Draft Red Herring This Draft Red Herring Prospectus dated September 25, 2025, filed with SEBI and Stock
Prospectus” or “DRHP Exchanges and issued in accordance with the SEBI ICDR Regulations, which does not
contain complete particulars of the price at which our Equity Shares will be Allotted and the
size of the Issue, and includes any addenda or corrigenda thereto
Eligible FPI(s) FPIs that are eligible to participate in this Issue in terms of applicable laws, other than
individuals, corporate bodies and family offices, and from such jurisdictions outside India
where it is not unlawful to make an offer/invitation under the Issue and in relation to whom
the Bid cum Application Form and the Red Herring Prospectus constitutes an invitation to
subscribe to the Equity Shares issued thereby
Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from
jurisdictions outside India where it is not unlawful to make an offer or invitation under the
Issue and in relation to whom the Bid cum Application Form and the Red Herring Prospectus
will constitute an invitation to purchase the Equity Shares
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank
and in whose favour the Bidders (excluding the ASBA Bidders) will transfer money through
direct credit/NEFT/RTGS/NACH in respect of the Bid Amount when submitting a Bid
Escrow Collection The Bank(s) which are clearing members and registered with SEBI as bankers to an issue
Bank(s) and with whom the Escrow Account(s) will be opened, in this case being [●].
7Term Description
First Bidder The Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name also appears as the first holder of the beneficiary
account held in joint names
Floor Price The lower end of the Price Band i.e. ₹ [●] per Equity Share, subject to any revision(s) thereto,
not being less than the face value of the Equity Shares at or above which the Issue Price and
the Anchor Investor Issue Price will be finalised and below which no Bids will be accepted.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fresh Issue The fresh issue component of the Issue comprising of an issuance by our Company of up to
[●] Equity Shares at ₹ [●] per Equity Share (including a premium of ₹ [●] per Equity Share)
aggregating up to ₹ 1,500 million.
Fugitive Economic An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Offender Economic Offenders Act, 2018
General Information The General Information Document for investing in public issues, prepared and issued in
Document/ GID accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020, suitably modified and updated pursuant to, among others, the SEBI circular
(SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020. The General Information
Document shall be available on the websites of the Stock Exchanges, and the BRLM.
Gross Proceeds The gross proceeds of the Issue which will be available to our Company.
Issue Initial public offering of up to [●] Equity Shares of face value of ₹10 each for cash at a price
of ₹[●] per Equity Share aggregating up to ₹1,500 million
Issue Agreement The agreement dated September 25, 2025 executed between our Company and the BRLM,
pursuant to which certain arrangements are agreed to in relation to the Issue
Issue Price The final price at which Equity Shares will be Allotted to successful Bidders other than
Anchor Investors in terms of the Red Herring Prospectus. The Issue Price will be decided
by our Company, in consultation with the BRLM on the Pricing Date, in accordance with
the Book-Building Process and in terms of the Red Herring Prospectus
Issue Proceeds The Proceeds of the Issue which shall be available to our Company. For further information
about use of the Issue Proceeds, see “Objects of the Issue” on page 108.
Minimum Promoters’ Aggregate of 20% of the fully diluted post-Issue equity share capital of our Company that
Contribution are eligible to form part of the minimum promoters’ contribution, as required under the
Regulations 14 and 16(1) of the SEBI ICDR Regulation
Monitoring Agency [●]
Monitoring Agency The agreement to be entered into between our Company and the Monitoring Agency prior
Agreement to filing of the Red Herring Prospectus.
Mobile Applications 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 UPI
Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’ for the
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion Upto 5% of the Net QIB Portion or [●] 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 QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors
Non-Institutional Bidders/ All Bidders that are not QIBs, RIBs and who have Bid for Equity Shares, for an amount of
NIBs more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Issue, being not more than 15% of the Issue or [●] Equity Shares of face
value of ₹10 each, which will be made available for allocation to Non-Institutional Investors
of which one-third of the Non-Institutional Category shall be available for allocation to
Bidders with a Bid size of more than ₹200,000 and up to ₹10,00,000 and two-thirds of
the Non-Institutional Category shall be available for allocation to Bidders with a Bid size
of more than ₹10,00,000, provided that under-subscription in either of these two sub-
categories of Non-Institutional Category may be allocated to Bidders in the other sub-
category of Non-Institutional Category in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Issue Price
8Term Description
Non-Resident Indians / A person resident outside India, as defined under FEMA and includes NRIs, FPIs and FVCIs
NRI/NR
Price Band Price band ranging from a minimum price of ₹ [●] per Equity Share (Floor Price) to the
maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The
Price Band and the minimum Bid Lot for the Issue will be decided by our Company, in
compliance with the SEBI ICDR Regulations, and will be advertised in all editions of [●] (a
widely circulated English national daily newspaper), all editions of [●] (a widely circulated
Hindi national daily newspaper) and [●] editions of [●] (a widely circulated Gujarati daily
newspaper, Gujarati being the regional language of Gujarat, where our Registered office is
located) 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 shall be made available
to the Stock Exchanges for the purpose of uploading on their respective websites.
Pricing Date The date on which our Company in consultation with BRLM will finalise the Issue Price, in
compliance with the SEBI ICDR Regulations.
Prospectus The prospectus to be filed with the RoC for this Issue on or after the Pricing Date in
accordance with the provisions of Sections 26 and 32 of the Companies Act 2013 and the
SEBI ICDR Regulations, containing the Issue Price, the size of the Issue and certain other
information, including any addenda or corrigenda thereto
Public Issue Account(s) The ‘no-lien’ and ‘non-interest bearing’ bank account to be opened, in accordance with
Section 40(3) of the Companies Act, with the Public Issue Account Bank to receive monies
from the Escrow Account and the ASBA Accounts on the Designated Date.
Public Issue Account The bank, which is a clearing member and registered with SEBI as a banker to an issue under
Bank(s) the SEBI BTI Regulations, with whom the Public Issue Account will be opened for
collection of Bid Amounts from the Escrow Account(s) and ASBA Accounts on the
Designated Date, in this case being [●]
Qualified Institutional Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers / QIBs Regulations.
QIB Bidders QIBs who Bid in the Issue.
QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not less than 75% of
the Issue consisting of [●] Equity Shares of face value of ₹10 each which shall be available
for allocation to QIBs (including Anchor Investors), subject to valid Bids being received at
or above the Issue Price or Anchor Investor Issue Price (for Anchor Investors.
Red Herring Prospectus or The red herring prospectus to be issued in accordance with Section 32 of the Companies Act,
RHP 2013 and the provisions of the SEBI ICDR Regulations, which will 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. The Red Herring Prospectus will be filed with
the RoC at least three Working Days before the Bid /Issue Opening Date and will become
the Prospectus upon filing with the RoC after the Pricing Date
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Refund Bank(s), from
which refunds, if any, of the whole or part of the Bid Amount to the Anchor Investors shall
be made.
Refund Bank(s) The Banker(s) to the Issue with whom the Refund Account(s) will be opened, in this case
being [●]
Registered Brokers Stock brokers 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 eligible to procure Bids in terms of
Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI.
Registrar Agreement The agreement dated September 03, 2025 amongst 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 or Bigshare Services Private Limited
Registrar
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Bidder(s) Individual Bidders submitting Bids, who have Bid for the Equity Shares for an amount not
/RIB(s) more than ₹200,000 in any of the bidding options in the Issue (including HUFs applying
through their Karta) and Eligible NRIs
9Term Description
Retail Portion Portion of the Issue being not more than 10% of the Issue consisting of [●] Equity Shares of
face value of ₹10 each which shall be available for allocation to Retail Individual Investors
(subject to valid Bids being received at or above the Issue Price)
Revision Form The form used by Bidders to modify the quantity of the Equity Shares or the Bid Amount in
any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.
QIBs Bidding in the QIB category and Non-Institutional Investors Bidding in the Non-
Institutional category are not permitted to withdraw their Bid(s) or lower the size of their
Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors can revise their Bids during Bid/Issue period and withdraw their Bids
until Bid/Issue Closing Date.
SCORES SEBI complaints redress system, a centralized web-based complaints redressal system
launched by SEBI
Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using
Bank(s)/ SCSB(s) the UPI Mechanism), 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
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35,
as applicable or such other website as may be prescribed by SEBI from time to time; and (b)
in relation to ASBA (using the UPI Mechanism), a list of which is available on the website
of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40,
or such other website as may be prescribed by SEBI from time to time. In relation to Bids
(other than Bids by Anchor Investor) 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 Bid cum Application Forms from the members of the Syndicate is available on
the website of the SEBI at
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 Bid cum
Application Forms from the Syndicate at Specified Locations, see the website of the SEBI
at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
as updated from time to time. In accordance with SEBI RTA Master Circular, UPI Bidders
Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI at
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
SHCAPL Smart Horizon Capital Advisors Private Limited
Specified Locations The Bidding centres where the Syndicate shall accept Bid cum Application Forms from
relevant Bidders, a list of which is available on the website of SEBI (www.sebi.gov.in), and
updated from time to time
Sponsor Bank(s) The Banker(s) to the Issue registered with SEBI, which has been 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 UPI Bidders, using the UPI Mechanism
and carry out any other responsibilities in terms of the UPI Circulars, in this case being [●].
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLM and the Syndicate Members, to
collect ASBA Forms and Revision Forms.
Syndicate / Members of Together, the BRLM and the Syndicate Members
the Syndicate
Syndicate Agreement The agreement to be entered into among the Members of the Syndicate, our Company and
the Registrar to the Issue in relation to the collection of Bid cum Application Forms by the
Syndicate
Syndicate Members Intermediaries (other than the BRLM) registered with SEBI who are permitted to accept
bids, applications and place order with respect to the Issue and carry out activities as an
underwriter, namely [●]
10Term Description
Systemically Important Systemically important non-banking financial company as defined under Regulation
Non - Banking Financial 2(1)(iii) of the SEBI ICDR Regulations.
Company / NBFC-SI
Underwriter [●]
Underwriting Agreement The agreement to be entered into among the Underwriter and our Company on or after the
Pricing Date, but prior to filing of the Prospectus with the RoC.
UPI Unified payments interface which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail
Portion; and (iii) 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 bid-cum 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 website 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 Circulars” SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI RTA
Master Circular (to the extent it pertains to UPI), along with the circulars issued by the
National Stock Exchange of India Limited having reference no. 25/2022 dated August 3,
2022 and the circular issued by BSE Limited having reference no. 20220803-40 dated
August 3, 2022, SEBI ICDR Master Circular no. SEBI/HO/CFD/PoD-1/P/CIR/2024/0154
dated November 11, 2024 and any subsequent circulars or notifications issued by SEBI in
this regard
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI-linked mobile
application and by way of an SMS on directing the UPI Bidders to such UPI mobile
application) to the UPI Bidders initiated by the Sponsor Bank(s) to authorise blocking of
funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in
case of Allotment.
UPI Mechanism The mechanism that may be used by a UPI Bidder to make a Bid in the Issue in accordance
with the UPI Circulars
UPI PIN A password to authenticate a UPI transaction
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Working Day All days on which commercial banks in Mumbai are open for business; provided, however,
with reference to (a) announcement of Price Band; and (b) Bid /Issue Period, the expression
“Working Day” shall mean all days, excluding all Saturdays, Sundays and public holidays,
on which commercial banks in Mumbai are open for business; (c) the time period between
the Bid /Issue Closing Date and the listing of the Equity Shares on the Stock Exchanges, the
expression “Working Day” shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays in Mumbai, India, as per the circulars\ issued by SEBI
Technical or Industry Related Terms
Terms Description
AC Alternating Current
AMC Annual Maintenance Contracts
BIS Bureau of Indian Standards
BOM Bill of Material
BOS Balance of system
CAPEX Capital Expenditure
CPSUs Central Public Sector Undertakings
11CTE Consent to Establish
CTO Consent to Operate
DC Direct Current
EPC Engineering, procurement and construction
ERP Enterprise Resource Planning
FAT Factory Acceptance Tests
GPCB Gujarat Pollution Control Board
IEC International Electrotechnical Commission
IPP Independent power producer
ISO International Organization for Standardization
JIT Just-In-Time
kWh/m²/day Kilowatt-hours per square meter per day
LOI Letter of Intent
MW Megawatt
O&M Operations and maintenance
OPEX Operational Expenditure
PDI Pre-Dispatch Inspections
POs Purchase Orders
PPAs Power purchase agreements
PV Photovoltaic
QMS Quality Management System
SCADA Supervisory Control and Data Acquisition
SPDs Surge protection devices
TWh Terawatt-hour
Key Performance Indicators and Non-GAAP Measures
Financial KPI Explanations
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile of the
(₹ million) business and in turn helps assess the overall financial performance of our Company and size
of our business.
EBITDA (₹ million) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance
of our business.
Profit After Tax (₹ million) Profit after tax provides information regarding the overall profitability of the business.
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of our
business.
RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
Return on Capital ROCE provides how efficiently our Company generates earnings from the capital
Employed (%) employed in the business.
Property, Plant & Property, Plant & Equipment includes tangible and intangible, long-term assets used in
Equipment (₹ million) operations, like land, buildings, machinery, and vehicles
Net fixed asset turnover The net fixed asset turnover ratio is an indicator of the efficiency with which our company
ratio (times) can leverage its assets to generate revenue from operations
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.
Debt Service Coverage The Debt Service Coverage Ratio indicates a company's or individual's ability to cover its
Ratio (in Times) debt obligations (principal and interest) using its operating cash flow,
Current Ratio It tells management how a business can maximize the current assets on its balance sheet to
satisfy its current debt and other payables.
Operational KPI Explanation
Total Number of The number of constructed solar power plants refers to the total number of plants that
constructed solar power were completed in the respective fiscal year.
projects
Constructed capacity in the Constructed capacity in the year (MWDC) refers to the total capacity of solar power
year (MWDC) projects that were completed in the respective fiscal year.
12Revenue earned from solar Revenue earned from solar power projects refers to the total revenue recognized in the
power projects in the year books from completed EPC projects in the respective years.
Order Book of EPC Project The order book for EPC projects (No of Projects) refers to the number of projects the
(No of Projects) company has secured but not yet completed.
Order Book of EPC Project The order book for EPC projects (MWDC) refers to the total capacity of projects the
(MWDC) company has secured but not yet completed.
Order Book of EPC Project The order book for EPC projects (Value) refers to the total value of projects the company
(Value) has secured but not yet completed.
Order Book of O&M The order book for O&M projects (No. of Projects) refers to the total capacity of projects
Projects (No. of Projects) the company has secured but not yet completed.
Order Book of O&M The order book for O&M projects (MWDC) refers to the total capacity of projects the
Projects (MWDC) company has secured but not yet completed.
Order Book of O&M The order book for O&M projects (Value) refers to the total capacity of projects the
Projects (Value) company has secured but not yet completed.
Conventional and General Terms or Abbreviations
Term Description
₹/ Rs. / Rupees/ INR Indian Rupees
A/c Account
Adv. Est. Advance Estimates
AIFs Alternative Investments Funds
Air Act Air (Prevention and Control of Pollution) Act, 1981
AGM Annual general meeting
AS/Accounting Standards Accounting Standards issued by the ICAI
B2B Business to business
B2C Business to customer
BSE BSE Limited
CAGR Compounded Annual Growth Rate
Capital Employed Capital employed is calculated as total assets less current liabilities
CARO Companies Auditor's Report Order, 2020
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
CBDT Central Board of Direct Taxes
CBIC Central Board of Indirect Taxes and Customs
CDSL Central Depository Services (India) Limited
CIN Corporate Identification Number
Civil Code Code of Civil Procedure, 1908
CIT Commissioner of Income Tax
Companies Act Companies Act, 2013 and Companies Act, 1956, as applicable along with the relevant rules,
regulations, clarifications and modifications made thereunder
Competition Act Competition Act, 2002
COVID-19 Coronavirus disease 2019, a respiratory illness caused by the Novel Coronavirus and 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
Contribution Margine Contribution margin is defined as Total Income excluding other gains/ losses (net) from
continuing operations, minus the direct costs associated with delivering service activities
13Term Description
Contribution Margin (%) Contribution margin % is the percentage of Contribution Margin over Total Income
excluding other gains/ losses (net) from continuing operations
CPI Consumer Price Index
CSR Corporate Social Responsibility
CrPC Code of Criminal Procedure, 1973, as amended
Consolidated FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT under DPIIT File
Number 5(2)/2020-FDI Policy dated October 15, 2020, effective from October 15, 2020
Debt to Equity Debt to equity is calculated as borrowings under non-current liabilities plus current
maturities of long- term debts plus borrowings under current liabilities, divided by total
equity
Demat Dematerialized
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DGFT Directorate General of Foreign Trade
DIN Director Identification Number
Dist. District
DP or Depository A depository participant as defined under the Depositories Act
Participant
DP ID Depository Participant’s Identification Number
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as the Department of Industrial Policy and
Promotion)
DRT Debt Recovery Tribunal
Earnings per share (basic) Earnings Per Share (Basic) represents the earnings per Equity Share of ₹10 each. Basic,
(EPS) which is computed in accordance with Indian Accounting Standard 33 notified under the
Companies (Indian Accounting Standards) Rules of 2015 (as amended). Earnings per share
(basic) is calculated by dividing the profit for the period/year attributable to equity holders
by the weighted average number of equity shares outstanding during the period/year. Partly
paid-up shares are included as fully paid equivalents according to the fraction paid up
Earnings per share (diluted) Earnings Per Share (Diluted) represents the earnings per Equity Share of ₹10 each–Diluted,
which is computed in accordance with Indian Accounting Standard 33 notified under the
Companies (Indian Accounting Standards) Rules of 2015 (as amended).Earnings per share
(diluted) is calculated by dividing the profit attributable to equity holders by the weighted
average number of equity shares outstanding during the period/year plus the weighted
average number of equity shares that would be issued on conversion of all the dilutive
potential equity shares into equity shares
EBIT EBIT is calculated as restated loss before tax from continuing operations plus finance cost
EBITDA EBITDA is calculated as restated profit for the year/ period, plus total tax expenses,
exceptional items, finance costs and depreciation and amortization expenses, less other
income
EBITDA Margin EBITDA Margin is the percentage of EBITDA divided by revenue from operations
EGOs Empowered Group of Secretaries
EMBI Emerging Market Bond Index
EMDEs Emerging Market and Developing Economies
EGM Extraordinary General Meeting
EPS Earnings Per Equity Share
ERP Enterprise Resource Planning
Est. Estimated
EU European Union
Euro or Є Euro, the official currency of the Eurozone
FCNR Foreign Currency Non-Resident
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the
provisions of FEMA
FDI Foreign Direct Investment
14Term Description
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT by way of circular
bearing number DPIIT file number 5(2)/2020-FDI Policy dated October 15, 2020, effective
from October 15, 2020
FEMA The Foreign Exchange Management Act, 1999, read with rules and regulations there under
FEMA Non-debt Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Instruments Rules/ FEMA
Rules
FEMA Regulations The Foreign Exchange Management (Non-Debt Instruments) Rules, 2019, the Foreign
Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments)
Regulations, 2019 and the Foreign Exchange Management (Debt Instruments) Regulations,
2019, as applicable
Financial Year/ Unless stated otherwise, the period of 12 months ending March 31 of that particular year
Fiscal/Fiscal Year/ FY
FIR First information report
FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations
FVCI(s) Foreign venture capital investors as defined and registered under the SEBI FVCI
Regulations
FZE Free Zone Establishment
GAAR General Anti-Avoidance Rules
Gazette Gazette of India
GDP Gross domestic product
GFCF Gross fixed capital formation
GoI or Government or Government of India
Central Government
Gross Margin Gross Margin is calculated as revenue from operations less Material Cost
GST Goods and Services Tax
GVA Gross Value Added
HNI High Net worth Individual
H.R./HR Human Resources
HUF Hindu Undivided Family
IBC The Insolvency and Bankruptcy Code, 2016
ICAI The Institute of Chartered Accountants of India
ICAI Guidance Note Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
IIP Index of Industrial Production
IMF International Monetary Fund
Ind AS/ Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act read with
Standards the Companies (Indian Accounting Standards) Rules, 2015, as amended
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
India Republic of India
Indian GAAP/ IGAAP Generally Accepted Accounting Principles in India notified under Section 133 of the
Companies Act and read together with paragraph 7 of the Companies (Accounts) Rules,
2014 and Companies (Accounting Standards) Amendment Rules, 2016
IPC The Indian Penal Code, 1860
IRDAI Insurance Regulatory and Development Authority of India
IST Indian Standard Time
IT Information Technology
IT Act or Income Tax Act The Income Tax Act, 1961
MCA Ministry of Corporate Affairs
MICR Magnetic Ink Character Recognition
Mn/ mn Million
MSME Micro, Small or a Medium Enterprise.
15Term Description
m-o-m Month on Month
Mutual Funds Mutual funds registered under the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996
MWDC Megawatt Direct Current
MWAC Megawatt Alternating Current
N/A/ N.A./ NA Not Applicable
Net asset value per share Net asset value per share is calculated by dividing net worth as at the end of the period/year,
as restated, by weighted average number of equity shares post adjustment of bonus shares
used in calculating EPS for the period/year
Net (debt)/ cash Net (debt)/ cash is calculated as Total Borrowings i.e., current and non current borrowings
plus lease liabilities minus (cash and cash equivalents plus liquid investments) as at the end
of the period/year, as restated
Net Worth Aggregate of equity share capital and other equity as at the end of the period/year as per the
Restated Financial Information
NACH National Automated Clearing House
NAV Net Asset Value
NBFC Non-banking financial companies
NEFT National Electronic Funds Transfer
NI Act Negotiable Instruments Act, 1881, as amended
No(s). Number(s)
Non- GAAP Measure(s) Non-GAAP measures comprise EBIT, EBITDA, EBITDA Margin, Gross Margin, Other
Operating Expenses, Capital Employed, Return on Capital Employed, Return on Equity,
Debt to Equity, PAT Margin, CAGR and others
NPCI National Payments Corporation of India
NRE Account Non-resident external rupee account
NRI Person resident outside India, who is a citizen of India or a person of Indian origin, and
shall have the meaning ascribed to such term in the Foreign Exchange Management
(Deposit) Regulations, 2016 or an overseas citizen of India cardholder within the meaning
of Section 7(A) of the Citizenship Act, 1955
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB or Overseas A company, partnership, society or other corporate body owned directly or indirectly to the
Corporate Body extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of
beneficial interest is irrevocably held by NRIs directly or indirectly and which was in
existence on October 3, 2003, and immediately before such date had taken benefits under
the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in
the Issue
Order Book The amount payable to us under our orders minus the revenue already recognized from
those orders
Other Operating Expenses Other operating expenses is calculated as other expenses less freight and forwarding
charges and advertisement and sales promotion expenses.
Operating Leverage Operating leverage is defined as change in Adjusted EBITDA divided by change in
Contribution Margin
p.a. per annum
PAN Permanent Account Number
PAT Profit after Tax
PAT Margin PAT Margin is calculated as restated profit for the year/ period divided by total income,
represented as a percentage.
PBT Profit Before Tax
PhD Doctor of Philosophy
P/E Ratio Price to Earnings ratio
PFCE Private Final Consumption Expenditure
RBI The Reserve Bank of India
RBI Act The Reserve Bank of India Act, 1934
16Term Description
Regulation S Regulation S under the U.S. Securities Act
RoCE Return on Capital Employed
RONW Return on Net Worth
ROE Return on Equity is calculated as restated profit for the year/ period divided by average total
equity
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act
SAP Systems, Applications & Products in Data Processing
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,
2000
SEBI FUTP Regulations Securities and Exchange Board of India (Fraudulent and Unfair Trade Practices relating to
Securities Market) Regulations, 2003, as amended
SEBI ICDR Master SEBI master circular bearing number SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated
Circular June 21, 2023
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992 as amended
Regulations
SEBI RTA Master Circular SEBI master circular bearing number SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May
17, 2023
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 as amended
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as
repealed pursuant to the SEBI AIF Regulations as amended
State Government The government of a state in India
Stock Exchanges BSE and NSE
Stamp Act The Indian Stamp Act, 1899
STT Securities Transaction Tax
“Systemically Important Systemically important non-banking financial company as defined under Regulation
NBFC” or “NBFC-SI” 2(1)(iii) of the SEBI ICDR Regulations
Total Borrowings Total borrowings is calculated as borrowings under non-current liabilities, plus current
maturities of long-term debts, plus borrowings under current liabilities
Total Income Total Income represents the total income for the relevant period/ year as per restated
financial information
TAN Tax Deduction Account number
UDIN Unique Document Identification Number
“U.K.” or “UK” United Kingdom
U.S. Securities Act/ U.S. U.S. Securities Act of 1933
SEC
US QIB “Qualified institutional buyers”, as defined in Rule 144A. For the avoidance of doubt, the
term “U.S. QIBs” does not refer to a category of institutional investor defined under
applicable Indian regulations and referred to in this Draft Red Herring Prospectus as “QIBs”
USD or US$ United States Dollars
17Term Description
U.S./USA/United States United States of America
VaR Value at Risk
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF
Regulations
Water Act Water (Prevention and Control of Pollution) Act 1974
WPI Wholesale Price Index
y-o-y Year on Year
“Year” or “calendar year” Unless the context otherwise requires, shall mean the 12 months period ending December
31
18CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY
OF PRESENTATION
Certain Conventions
All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State
Government” are to the Government of India, central or state, as applicable.
All references herein to the “US”, “U.S.”, “USA” or the “United States” are to the United States of America and its territories
and possessions.
Unless indicated otherwise, all references to time in this Draft Red Herring Prospectus are to Indian Standard Time (“IST”).
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to calendar year and references
to a Fiscal or a Fiscal Year are to the year ended on March 31, of that calendar year
Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page numbers of this
Draft Red Herring Prospectus.
Financial Data
Our Company’s financial year commences on April 1st of the immediately preceding calendar year and ends on March 31st
of that particular calendar year. Accordingly, all references to a particular fiscal or financial year are to the 12-month period
commencing on April 1st of the immediately preceding calendar year and ending on March 31st of that particular calendar
year.
The Restated Financial Information of our Company comprises the restated statements of Assets and liabilities at and for
years ended March 31, 2025, March 31, 2024 and March 31, 2023, the restated statement of profit and loss (including other
comprehensive income), the restated statement of changes in equity and the restated statement of cash flows for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting policies,
and other explanatory information based on audited financial statements as at and for the financial years ended March 31,
2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS and each restated in terms of the requirements
of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by ICAI, as amended from time to time.
On April 11, 2024, M/s. Deon Energy (“Erstwhile Partnership Firm”) got converted into private limited company under the
Companies Act, 2013 with the name “Deon Energy Private Limited” and a certificate of incorporation dated April 11, 2024,
was issued by the Registrar of Companies, Central Registration Centre. Since, our Company was previously a partnership
firm, accordingly, the restated financial statements have been prepared on the basis of Audited Financial Statements of the
Company for the financial year ended 2025 and Special Purpose Ind AS Financial Statements for the financial year 2024 and
2023 prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following
accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date
of April 1, 2021 and as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR) Regulations.
Further, our Company has a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited incorporated
on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated on September
12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three Private Limited
incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01, 2025 and Deon
Energy Five Private Limited incorporated on August 29, 2025. Accordingly, our restated financial information are prepared
on the basis of Standalone Audited Financial Statements for the financial years ended 2025, 2024 and 2023.
Unless the context otherwise requires, any percentage, amounts, as set forth in “Risk Factors”, “Summary of the Offer
Document”, “Our Business” and “Management’s Discussion and Analysis of Financial Conditions and Results of
Operations” on pages 38, 25, 221 and 358, respectively and elsewhere in this Draft Red Herring Prospectus have been
calculated on the basis of our Restated Financial Information.
Our Company’s Financial Year commences on April 1st and ends on March 31st of the next year. Accordingly, all references
in this Draft Red Herring Prospectus to a particular Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the
12 months period commencing on April 1st of the immediately preceding calendar year and ending on March 31st of that
particular year.
There are significant differences between the Ind AS, the International Financial Reporting Standards issued by the
19International Accounting Standard Board (the “IFRS”) and the Generally Accepted Accounting Principles in the United
States of America (the “U.S. GAAP”). Accordingly, the degree to which the financial information included in this Draft Red
Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices. Any reliance by persons not familiar with accounting standards in India, the Ind AS, the Companies
Act 2013 and the SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring Prospectus should
accordingly be limited. We have not attempted to quantify or identify the impact of the differences between the financial
data (prepared under Ind AS and IFRS/U.S. GAAP), nor have we provided a reconciliation thereof. We urge you to consult
your own advisors regarding such differences and their impact on our financial data included in this Draft Red Herring
Prospectus. For details see, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations”
and “Risk Factors – 63 Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP
and IFRS, which may be material to the financial statements prepared and presented in accordance with Ind-AS contained
in this Draft Red Herring Prospectus on page 358 and 76, respectively.
Prospective investors should consult their own professional advisers for an understanding of the differences between these
accounting principles and those with which they may be more familiar, and the impact on our financial data. The degree to
which the financial information included in this Draft Red Herring Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act 2013
and the SEBI ICDR Regulations. Any reliance by persons not familiar with these accounting principles and regulations on
our financial disclosures presented in this Draft Red Herring Prospectus should accordingly be limited.
Certain figures contained in this Draft Red Herring Prospectus, including financial information, have been subject to
rounding adjustments. All decimals have been rounded off to two decimal points. In certain instances, (i) the sum or
percentage change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row. However, where
any figures that may have been sourced from third-party industry sources are rounded off to other than two decimal points
in their respective sources, such figures appear in this Draft Red Herring Prospectus as rounded-off to such number of decimal
points as provided in such respective sources.
Certain non-GAAP and certain other statistical information relating to our operations and financial measures relating to our
financial performance such as, EBITDA, net worth and net asset value per share have been included in this Draft Red Herring
Prospectus. We compute and disclose such non-GAAP financial measures and certain other statistical information relating
to our financial performance as we consider such information to be useful measures of our business and financial
performance. Further, these Non-GAAP Measures and other statistical and other information relating to operations and
financial performance are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS
or US GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the
years/ period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian
GAAP, IFRS or US GAAP. In addition, these non-GAAP measures are not standardised terms, hence a direct comparison
of these Non-GAAP Measures between companies may not be possible. Further, these non-GAAP financial measures and
other statistical and other information relating to 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
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. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a
comparative measure. Although such non-GAAP financial measures are not a measure of performance calculated in
accordance with applicable accounting standards, our Company’s management believes that they are useful to an investor in
evaluating us as they are widely used measures to evaluate a company’s operating performance.
Non-Generally Accepted Accounting Principles Financial Measures
Certain non-generally accepted accounting principle (“Non-GAAP”) measures, such as Net Asset Value Per Equity Share,
EBITDA, Adjusted EBITDA, Total Cash and cash equivalents and Bank Balance (including fixed deposits and current
investments), Capital Employed, Adjusted Capital Employed, Return on Adjusted Capital Employed, Net Debt, Rental
Payments, Net Membership Fees, Digital Products Revenue, Net Worth and Total Revenue (“Non-GAAP Measures”)
presented in this Draft Red Herring Prospectus are a supplemental measure of our performance and liquidity that are not
required by, or presented in accordance with Ind AS or any other generally accepted accounting. Further, these Non-GAAP
Measures are not a measurement of our financial performance or liquidity under Ind AS or any other accepted accounting
principles and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss) for the
year/period or any other measure of financial performance or as an indicator of our operating performance, liquidity,
profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS. In
addition, the Non-GAAP Measures, as used by our Company and their definition as set out herein, are not a standardised
term, hence a direct comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other
20companies may calculate the Non-GAAP Measures differently from us, limiting their usefulness as a comparative measure.
Although the Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us because they are widely
used measures by securities analysts, investors and others to evaluate a company’s operating performance. For further details,
see “Risk Factor — In this Draft Red Herring Prospectus, we have included certain non-GAAP (“Generally Accepted
Accounting Principles”) financial measures and certain other industry measures related to our operations and financial
performance. These non-GAAP measures and industry measures may vary from any standard methodology applicable across
the Indian renewable Solar energy industry and therefore may not be comparable with financial or industry related statistical
information of similar nomenclature computed and presented by other companies.” on page 68.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or derived
from the report titled “Solar Power EPC Sector” dated September 23, 2025 prepared by CARE Analytics and Advisory
Private Limited (“CareEdge Research”) and publicly available information as well as other industry publications and
sources. The CARE Report as used for this Draft Red Herring Prospectus, has been exclusively commissioned and paid for
by our Company and has been exclusively prepared for the purpose of the Issue and is available at www.deonenergy.in. The
CARE Report is subject to the following disclaimer:
“This report is prepared by CARE Analytics and Advisory Private Limited (CareEdge Research). CareEdge Research has
taken utmost care to ensure accuracy and objectivity while developing this report based on information available in
CareEdge Research’s proprietary database, and other sources considered by CareEdge Research as accurate and reliable
including the information in public domain. The views and opinions expressed herein do not constitute the opinion of
CareEdge Research to buy or invest in this industry, sector or companies operating in this sector or industry and is also not
a recommendation to enter into any transaction in this industry or sector in any manner whatsoever.
This report has to be seen in its entirety; the selective review of portions of the report may lead to inaccurate assessments.
All forecasts in this report are based on assumptions considered to be reasonable by CareEdge Research; however, the
actual outcome may be materially affected by changes in the industry and economic circumstances, which could be different
from the projections.
Nothing contained in this report is capable or intended to create any legally binding obligations on the sender or CareEdge
Research which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. CareEdge
Research is also not responsible for any errors in transmission and specifically states that it, or its Directors, employees,
parent company – CARE Ratings Ltd., or its Directors, employees do not have any financial liabilities whatsoever to the
subscribers/users of this report. The subscriber/user assumes the entire risk of any use made of this report or data herein.
This report is for the information of the authorized recipient in India only and any reproduction of the report or part of it
would require explicit written prior approval of CareEdge Research.
CareEdge Research shall reveal the report to the extent necessary and called for by appropriate regulatory agencies, viz.,
SEBI, RBI, Government authorities, etc., if it is required to do so. By accepting a copy of this Report, the recipient accepts
the terms of this Disclaimer, which forms an integral part of this Report.”
The data used in these sources may have been reclassified by us for the purposes of presentation and may also not be
comparable. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or
changed in any manner. Further, reference to “segments” in the industry section and other sections, which are based on
CARE Report refers to end-use sectors and does not constitute segment classification under Ind AS. The extent to which the
industry and market data presented in this Draft Red Herring Prospectus is meaningful and depends upon the reader’s
familiarity with, and understanding of, the methodologies used in compiling such information. There are no standard data
gathering methodology in the industry in which our Company conducts business and methodologies and assumptions may
vary widely among different market and industry sources. Such information involves risks, uncertainties and numerous
assumptions and is subject to change based on various factors, including those discussed in “Risk Factors 54- Extracts of
industry information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by
CARE Analytics and Advisory Private Limited(“CareEdge Research”), exclusively commissioned and paid for by us
exclusively in connection with the Issue. Any reliance on such information for making an investment decision in the Issue is
subject to inherent risks.” on page 74. Further, neither the Company, nor its Subsidiaries, Promoters or Directors nor the
BRLM appointed in relation to the Issue are “related parties” as defined under Section 2(76) of the Companies Act, 2013,
of CARE Analytics and Advisory Private Limited.
In accordance with the SEBI ICDR Regulations, the section “Basis for Issue Price” on page 121, includes information
relating to our peer group companies and industry averages. The data included herein includes excerpts from the CARE
Report and may have been re-ordered by us for the purposes of presentation. There are no parts, data or information (which
21may be relevant for the proposed Issue), that have been left out or changed in any manner. Data from these sources may also
not be comparable. Such industry and third-party related information has been derived from publicly available sources. Such
industry sources and publications are also prepared based on information as at specific dates and may no longer be current
or reflect current trends.
Currency and Units of Presentation
All references to “Rupees” or “₹” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India. All
references to “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollar, the official currency of the United
States of America.
In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have been
expressed in millions or in whole numbers where the numbers have been too small to represent in millions, except where
specifically indicated. One million represents 10 lakhs or 1,000,000 and 10 million represents one crore or 10,000,000.
However, where any figures that may have been sourced from third party industry sources are expressed in denominations
other than millions in their respective sources, such figures appear in this Draft Red Herring Prospectus expressed in such
denominations as provided in such respective sources.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees that
have been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not
be construed as a representation that such currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate, or at all.
The following table sets forth as of the dates indicated, information with respect to the exchange rate between the Indian
Rupee, the U.S. Dollar:
Exchange rate as on Exchange rate as on Exchange rate as on
Currency
March 31, 2025 March 31, 2024 March 31, 2023
1 US$ 85.58 83.37 82.22
Source: www.rbi.org.in and www.fbil.org.in
Note: The exchange rates are rounded off to two decimal places and in case March 31 of any of the respective years is a
public holiday, the previous Working Day not being a public holiday has been considered.
Notice to Prospective Investors:
Notice to Prospective Investors in the United States
The Equity Shares have not been recommended by any U.S. federal or state securities commission or regulatory authority.
Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Draft Red Herring
Prospectus or approved or disapproved the Equity Shares. Any representation to the contrary is a criminal offence in the
United States. In making an investment decision, investors must rely on their own examination of our Company and the
terms of the Issue , including the merits and risks involved. The Equity Shares offered in the Issue have not been and will
not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state
securities law 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, the Equity Shares are being offered and sold (a) within the United States only
to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act
and referred to in this Draft Red Herring Prospectus as “U.S. QIBs”; for the avoidance of doubt, the term U.S. QIBs does
not refer to a category of institutional investor defined under applicable Indian regulations and referred to in this Draft Red
Herring Prospectus as “QIBs”) in transactions exempt from, or not subject to, the registration requirements of the U.S.
Securities Act; and (b) outside of the United States in offshore transactions as defined in and in compliance with Regulation
S under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales are made. See “Other
Regulatory and Statutory Disclosures – Eligibility and Transfer Restrictions” on page 409.
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.
22FORWARD LOOKING STATEMENTS
This Draft Red Herring Prospectus contains certain statements which are not statements of historical fact and may be
described as “forward-looking statements”. These forward-looking statements include statements which can generally be
identified by words or phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”,
“estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will
likely”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe the strategies,
objectives, plans or goals of our Company and statements regarding our expected financial conditions, results of operations,
business plans and prospects are also forward-looking statements. These forward-looking statements include statements as
to our business strategy, plans, revenue and profitability (including, without limitation, any financial or operating projections
or forecasts) and other matters discussed in this Draft Red Herring Prospectus that are not historical facts. However, these
are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the
relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with respect
to, but not limited to, regulatory changes pertaining to the industries we cater to and our ability to respond to them, our ability
to successfully implement our strategies, our growth and expansion, technological changes, our exposure to market risks,
general economic and political conditions in India and globally, which have an impact on our 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, changes in competition in our industry and incidence of any natural calamities and/or
acts of violence.
Certain significant factors that could cause our actual results to differ materially include, but are not limited to the following:
1. Decrease in demand for solar power projects in India;
2. Our inability to continuously be awarded contracts for EPC of renewable energy projects;
3. Our exposure to risks if our projects are delayed or cancelled due to our inability to estimate costs of construction;
4. Restrictions in availability of electricity grid, transmission lines;
5. Our failure to maintain performance guarantees or damages arising from breach of EPC contracts;
6. Any modifications to the scope of our work or cancellations of contracts in our order book;
7. Adverse outcome in outstanding legal and regulatory proceedings involving us
8. Our diversification into group captive and third party power plant models may subject us various risks;
For a further discussion of factors that could cause our actual results to differ from expectations, see “Risk Factors”, “Our
Business”, “Industry Overview”, and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 38, 221, 135 and 358, respectively. 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 future gains or losses could
materially differ from those that have been estimated. Forward-looking statements reflect our current views as of the date of
this Draft Red Herring Prospectus and are not a guarantee of future performance. Although we believe that the assumptions
on which such statements are based are reasonable, there can be no assurance to Applicants that the expectations reflected in
these forward-looking statements will prove to be correct. Given these uncertainties, Applicants are cautioned not to place
undue reliance on such forward-looking statements and not to regard such statements to be a guarantee of our future
performance, any such assumptions as well as the statements based on them could prove to be inaccurate. These statements
are based on our management’s belief and assumptions, which in turn are based on currently available information.
We cannot assure Bidders that the expectations reflected in these forward-looking statements will prove to be correct. Given
these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements as a guarantee of our future performance.
Forward-looking statements reflect our views as of the date of this Draft Red Herring 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 Promoters, our Directors, the Syndicate, the Book Running
Lead Manager, 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. There can be no assurance to Bidders that the expectations reflected in these forward-
looking statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on
such forward-looking statements and not to regard such statements to be a guarantee of our future performance.
23In accordance with regulatory requirements of SEBI and as prescribed under applicable law, our Company will ensure that
investors in India are informed of material developments from the date of filing of the Red Herring Prospectus until the date
of listing and trading approvals by the Stock Exchanges.
24SUMMARY OF OFFER DOCUMENT
The following is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is neither
exhaustive, nor purports to contain a summary of all the disclosures in this Draft Red Herring Prospectus or the Red Herring
Prospectus or the Prospectus, when filed, or all details relevant to prospective investors. This summary should be read in
conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this Draft Red
Herring Prospectus, including “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry
Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Restated Financial Information”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”, “Outstanding Litigation and Material
Developments”, “Issue Procedure” and “Main Provisions of The Articles Of Association” on pages 38, 82, 95, 108, 135,
221, 309, 317, 358, 393, 428 and 446, respectively.
Summary of Our Business
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. Under our model, we facilitate seamless project
deployment from conceptualization and assisting in land acquisition to commissioning, and assist with obtaining the
necessary approvals, including for evacuation lines from the solar power plant to the electricity grid on behalf of the clients.
For more details, please refer chapter titled “Our Business” beginning on page 221 of this Draft Red Herring Prospectus.
Summary of Our Industry
As of FY25, solar energy contributed 22% of the installed power generation capacity in India, which includes ground-
mounted solar plants, grid-connected solar rooftops, hybrid projects and off-grid solar systems. Solar energy accounted for
approximately 49.7% of India's total renewable energy capacity. Rajasthan leads in grid-connected solar capacity with 29
GW, accounting for approximately 27% of the national total. It is followed by Gujarat with 19 GW and Tamil Nadu with 10
GW. Over the previous years, the solar power industry has experienced strong growth. Over the FY20 to FY25, the segment
registered CAGR of 29.67%, albeit from a low base, solar power additions in FY25 were higher, at 23.83 GW (vs. 15.03
GW in FY24) (Source: CARE Report).
For further details, please refer chapter titled “Industry Overview” beginning on page 135 of this Draft Red Herring
Prospectus.
Our Promoters
The Promoters of Our Company are Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben Kalariya
and Bhargav Chaturbhai Kavar. For further details, see “Our Promoters and Promoter Group” on page 284.
Size of the Issue
The following table summarizes the details of the Issue.
Issue of Equity Shares(1) Up to [●] Equity Shares of face value of ₹10/- for cash at price of ₹[●] per Equity Share
(including a premium of [●] per Equity Share), aggregating up to ₹1,500.00 million
(1) Our Board has authorized the Issue, pursuant to its resolution dated September 01, 2025, and our Shareholders have
authorized the Issue pursuant to their resolution dated September 01, 2025 at a shorter notice.
The Issue shall constitute [●]% of the post-Issue paid up Equity Share capital of our Company. For further details, see “The
Issue” and “Issue Structure” beginning on pages 82 and 424, respectively.
Objects of the Issue
Our Company intends to utilize the Net Proceeds for the following objects:
(₹ in million)
Sr. No Particulars Amount
1. Funding the long-term working capital requirements of our Company 1,000.00
2. General corporate purposes1 [●]
Total2 [●]
1. The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
252. To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
For further details, please refer to chapter titled “Objects of the Issue” beginning on page 108 of this Draft Red Herring
Prospectus.
Shareholding of Promoter / members of our Promoter Group and Additional Top 10 Shareholders of the Company
as at the date of Advertisement and as at the date of allotment:
The aggregate pre-Issue and post-Issue Equity shareholding and percentage of the pre- Issue and post-Issue paid-up Equity
Share capital, of each of the Promoter / members of our Promoter Group and Additional Top 10 Shareholders of the Company
as at the date of Advertisement and as at the date of allotment is set forth below:
S. Name of the Pre- Issue shareholding as at Post- Issue shareholding as at the date of Allotment
No shareholder the date of Advertisement (1)
No. of Percentage of At the lower end of the At the upper end of the
Equity the Equity price band (₹[●]) price band (₹[●])
Shares held Share capital Number Shareholdi Number of Shareholdi
on a fully of Equity ng (in %) Equity ng (in %)
diluted basis Shares Shares
(%)
Promoters
1. Dharmesh Ashokbhai
[●] [●] [●] [●] [●] [●]
Makadiya
2. Chiragbhai
[●] [●] [●] [●] [●] [●]
Dineshbhai Kalariya
3.
Archanaben Kalariya [●] [●] [●] [●] [●] [●]
4. Bhargav Chaturbhai
[●] [●] [●] [●] [●] [●]
Kavar
Total (A) [●] [●] [●] [●] [●] [●]
Promoter Group
1. Chaturbhai Harjibhai
[●] [●] [●] [●] [●] [●]
Kavar
2. Khushbu Indravadan
[●] [●] [●] [●] [●] [●]
Patel
3. Jalpa Bhargav Kavar [●] [●] [●] [●] [●] [●]
Total (B) [●] [●] [●] [●] [●] [●]
Total (A+B) [●] [●] [●] [●] [●] [●]
(1) To be updated prior to filing the Prospectus with the RoC, Subject to finalisation of the Basis of Allotment.
The aggregate pre-Issue and post-Issue shareholding of our additional top 10 shareholders as a percentage of the pre-
Issue and post-Issue paid-up share capital of our Company is set out below:
Sr. Name of the Pre- Issue Equity Share Capital Post- Issue Equity Share Capital
No. Shareholder No. of Equity Percentage of the No. of Equity Percentage of the post-
Shares held pre-Issue paid-up Share held* Issue paid-up equity
equity share capital share capital *
Dharmesh Ashokbhai [●] [●]
1. 87,63,650 36.50%
Makadiya
Chiragbhai Dineshbhai [●] [●]
2. 68,42,850 28.50%
Kalariya
3. Archanaben Kalariya 21,60,900 9.00% [●] [●]
Bhargav Chaturbhai [●] [●]
4. 55,22,300 23.00%
Kavar
Chaturbhai Harjibhai [●] [●]
5. 2,40,100 1.00%
Kavar
Khushbu Indravadan [●] [●]
6. 2,40,100 1.00%
Patel
7. Jalpa Bhargav Kavar 2,40,100 1.00% [●] [●]
26Total 2,40,10,000 100.00% [●] [●]
* To be updated prior to filing the Prospectus with the RoC, Subject to finalisation of the Basis of Allotment.
For further details of the Issue, see “Capital Structure” beginning on page 95.
Summary of Restated Financial Information
A summary of the financial information of our Company based on the Restated Financial Information which is as follows:
(₹ in million, unless otherwise specified)
Particulars For the Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
Equity Share Capital(1) 0.10 - -
Net worth(2) 255.43 32.10 10.04
Revenue from operations 2,988.02 684.26 418.36
Total income 2,988.03 684.31 418.37
Restated Profit/ (loss) for the year 261.58 29.93 2.22
Restated Earnings per equity share of ₹ 10/- each(3)
- Basic & Diluted 26,158.40 - -
- Basic & Diluted (Post Bonus) 26,158.40 - -
Net asset value per Equity Share(4) 25,542.61 - -
Total borrowings(5) 39.45 7.22 3.54
Notes:
(1) No Equity Share Capital is presented for the year ended March 31, 2024 and for the year ended March 31, 2023 as the
Company was formed by way of conversion of erstwhile partnership firm on April 11, 2024.
(2) 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, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation.
(3) Basic and diluted earnings per equity share: Basic and diluted earnings per equity share are computed in accordance
with Indian Accounting Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as
amended). No basic & diluted earnings per share is presented for the year ended March 31, 2024 and for the year ended
March 31, 2023 as the Company was formed by way of conversion of erstwhile partnership firm on April 11, 2024.
(4) Net asset value per equity share means net worth divided by weighted average number of equity shares outstanding post
bonus issue during the year/period. No Net asset value per share is presented for the year ended March 31, 2024 and
for the year ended March 31, 2023 as the Company was formed by way of conversion of erstwhile partnership firm on
April 11, 2024.
(5) Total Borrowings is calculated as sum of current and non-current borrowings of the Company on consolidated basis
for the Fiscal 2025, Fiscal 2024 and Fiscal 2023.
For details, see “Restated Financial Information”, “Other Financial Information” and “Management’s Discussion and
Analysis of Financial Conditions and Results of Operations” on pages 317, 356 and 358, respectively.
Summary of Outstanding Litigations & Material Developments
A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoters, Key Managerial
Personnel and members of Senior Management, Group Company and Subsidiary as on the date of this Draft Red Herring
Prospectus as disclosed in the section titled “Outstanding Litigation and Other Material Developments” in terms of the SEBI
ICDR Regulations and the Materiality Policy is provided below:
Disciplinary
actions by the
Statutory or SEBI or Other Aggregate amount
Criminal Tax
Name of entity regulatory Stock material involved
proceedings proceedings
proceedings Exchanges proceedings# (₹ in million)
against our
Promoters
Company
By our Company - - - - - -
27Against our - - - - - -
Company
Directors
By our Directors - - - - - -
Against our - - - - - -
Directors
Promoters
By our Promoters - - - - - -
Against our - - - - - -
Promoters
Subsidiaries
By our Subsidiaries - - - - - -
Against our - - - - - -
Subsidiaries
Group Company
By Our Group - - - - - -
Company
Against Our Group - - - - - -
Company
Key Managerial
Personnel and
Members of the
Senior
Management
By our Key - - - - - -
Managerial
Personnel and
Members of Senior
Management
Against our Key - - - - - -
Managerial
Personnel and
Members of Senior
Management
#in accordance with the Materiality Policy.
Further, there are no Criminal Case against our Company.
For further details, please refer chapter titled “Outstanding Litigations and Material Developments” beginning on page 393
of this Draft Red Herring Prospectus.
Qualifications of Auditors
There are no qualifications which have not been given effect to in the Restated Financial Information. For further details, see
“Restated Financial Information” on page 317.
Risk factors
Specific attention of Investors is invited to the section “Risk Factors” on page 38. Investors are advised to read the risk
factors carefully before taking an investment decision in the Issue. Set forth below are the top 10 risk factors:
28Sr No. Description of Risk
1. Our revenue from operations from our top client was 9.52%, 19.19% and 43.12%, of our revenue from operations,
respectively, and our revenue from our top 10 clients totalled 55.05%, 86.54% and 97.84% of our revenue from
operations, respectively in a fiscal year 2025, 2024 and 2023 The concentration of our revenue from such top 10
clients exposes us to greater risks if these projects are delayed or cancelled, such material delay or cancellation
of the project may have a material adverse effect on our financial condition, results of operations and cash flows
2. We derive a substantial portion of our revenue from the sale of our key services i.e. Ground-mounted solar power
projects and any loss of sales of such service due to change in demand for EPC of solar power projects or other
factors, could adversely affect our business, financial condition, results of operations and cash flows. In addition,
we may not be able to diversify into new service lines which may adversely affect our business, revenue from
operations, cash flows and financial condition
3. Our revenues are highly dependent on demand from the domestic market, particularly the state of Gujarat, which
contributed 100% of our revenue from operations in Fiscal 2025 and Fiscal 2024. In Fiscal 2023, our revenues
were primarily derived from Gujarat and Maharashtra. Any adverse development, reduction in demand, or loss
of business in these states could materially and adversely affect our business, revenues, and profitability.
4. We do not manufacture any components and materials and rely on third-party suppliers for components and
materials. Our purchases of stock-in-trade from top 10 suppliers is 82.28%, 74.90% and 70.38% in fiscal years
2025, 2024 and 2023 respectively, accordingly, this exposes us to a concentration of purchases from top 10
suppliers and also, we do not have continuing and exclusive supply agreement with them, also if any supplier fails
to perform its obligations, it could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
5. In the past and in the current scenario, our Company sources the 100% raw materials from domestic market and
majority of the domestic purchases are from Gujarat, Telangana and Rajasthan. Any adverse developments
affecting our procurement from this state or such geographical concentration in the domestic purchases, could
have an adverse impact on our revenue and results of operations.
6. There are certain non-compliance/delay filings 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 non-compliance with provisions of corporate or any other law could
impact the financial position of the Company to that extent.
7. Our Company in the usual course of Business does not have any long-term contracts with its Clients for Solar
EPC and we rely on letter of intent for providing EPC services. Loss of one or more of our orders or reduction
in revenue derived from that orders, may adversely affect our Business, Results of Operations and Financial
Condition.
8. We had net cash used in operating, investing and financing activities for the Fiscals 2025, 2024 and 2023. We
may experience net cash used in operating, investing and financing activities in the future and we will continue
to require working capital financing, which if unavailable could adversely affect our ability to operate our
business and implement our growth plans.
9. We have certain outstanding litigation against us, an adverse outcome of which may adversely affect our business,
reputation and results of operations
10. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients outsource
O&M services to other agencies, if we fail to carry out the O&M services in-house in future, it may adversely
affect our Business, Results of Operations and Financial Condition
Summary of contingent liabilities
As of March 31, 2025, there were no contingent liabilities of our Company as per Ind AS 37 in the Restated Financial
Information that have not been provided for.
Summary of related party transactions
1. List of related parties
In accordance with the requirements of Indian Accounting Standard (Ind AS) - 24 ‘Related Party Disclosures’ the names of
the related party where control exists/able to exercise significant influence along with the aggregate transactions and year-
end balance with them in the ordinary course of business are given below:
N ame of the related party Description of relationship
Directors and Key Management Personnel
29N ame of the related party Description of relationship
Dharmesh Ashokbhai
Makadiya Chairman and Managing Director
Chiragbhai Dineshbhai
Kalariya Whole Time Director (Appointed w.e.f 18.07.2025)
Archanaben Kalariya Executive Director
Executive Director and Chief Financial Officer (Appointed as Chief Financial Officer
Bhargav Chaturbhai Kavar
w.e.f 25.07.2025)
Jeeveka Narendra Tharwani Company Secretary and Compliance Officer (Appointed w.e.f 01.09.2025)
Associates
Brightsourse Renewables
Energy LLP Associate Entity
Enterprises over which key management personnel is able to exercise significant influence (where transactions
have taken place):
Partnership firm of Chiragbhai Dineshbhai Kalariya, Manishbhai D Chaniyara and
Ultrashine Solar Industries
others
Shree ji Biofuel Partnership Firm of Archanaben Kalariya and Bhargav Chaturbhai Kavar
Partnership firm of Dharmesh Ashokbhai Makadiya, Archanaben Kalariya and
M/s. Deon Renewables*
Bhargav Chaturbhai Kavar
Shreeji Infra Sole Proprietorship of Chiragbhai Dineshbhai Kalariya
Directorship of Bhargav Chaturbhai Kavar and Interest of Bhargav Chaturbhai Kavar,
Italica Granito Private Limited#
Dayaben C Kavar and Chaturbhai Harjibhai Kavar
Relative of Director's / Key Managerial Persons
Dayaben C Kavar Mother of Bhargav Chaturbhai Kavar
Jalpa Bhargav Kavar Wife of Bhargav Chaturbhai Kavar
* Dissolved with effect from December 25, 2024
#Cessation of Directorship of Bhargav Chaturbhai Kavar with effect from December 13, 2024. and cessation of shareholding
of Bhargav Chaturbhai Kavar, Dayaben C Kavar and Chaturbhai Harjibhai Kavar as on the date of this Draft Red Herring
Prospectus.
2. Transactions with related parties
(₹ in Million)
Name of Relation Nature of Transaction For the For the For the
Related year year year
Party ended 31st ended ended
March, 31st 31st
2025 March, March,
2024 2023
Directors and Key Management Personnel:
Archanaben Executive Director Director's Remuneration - -
Kalariya 1.20
Partner's Remuneration from M/s. Deon -
Energy (Erstwhile Partnership firm which 0.80 -
got converted into our Company, Deon
Energy Private Limited on April 11, 2024)
Salary
- 0.06 0.02
Unsecured Loans Taken
13.03 - -
Chiragbhai Whole Time Partner's Remuneration from M/s. Deon
Dineshbhai Director Energy (Erstwhile Partnership firm which - - 0.54
Kalariya (Appointed w.e.f got converted into our Company, Deon
18.07.2025) Energy Private Limited on April 11, 2024)
Salary
- - 0.03
Unsecured Loans Taken
0.08 4.71 -
30Unsecured Loans Repaid
- 0.57 -
Expenses Incurred
- 0.06 -
Bhargav Executive Unsecured Loans Taken
Chaturbhai Director and 9.95 0.70 -
Kavar Chief Financial
Unsecured Loans Repaid
Officer
4.20 - -
(Appointed as
Chief Financial
Officer w.e.f
25.07.2025)
Dharmesh Chairman and Director's Remuneration - -
Ashokbhai Managing 1.20
Makadiya Director Partner's Remuneration from M/s. Deon -
Energy (Erstwhile Partnership firm which 0.80 0.54
got converted into our Company, Deon
Energy Private Limited on April 11, 2024)
Unsecured Loans Taken
15.75 - -
Expenses Incurred
4.03 1.31 2.01
Associates:
Brightsourse Associate Entity Loan Given - -
Renewables 1.00
Energy LLP
Relative of Director's / Key Managerial Persons:
Dayaben C Mother of Service Taken
Kavar Bhargav - 0.80 -
Chaturbhai Kavar
Jalpa Wife of Bhargav Loan Given
Bhargav Chaturbhai Kavar - 1.00 14.50
Kavar
Loan Received Back
10.00 - -
Enterprises over which key management personnel is able to exercise significant influence (where transactions
have taken place):
M/s. Deon Partnership firm Loan Given
Renewables of Dharmesh - 0.10 -
* Ashokbhai Loan Received Back
Makadiya, 0.10 - -
Archanaben
Kalariya and
Bhargav
Chaturbhai Kavar
Italica Granito Directorship of Sale of Goods
Private Bhargav 5.43 2.12 -
Limited# Chaturbhai Kavar
and Interest of
Bhargav
Chaturbhai Kavar,
Dayaben C Kavar
and Chaturbhai
Harjibhai Kavar
Shree ji Partnership Firm Loan Given
Biofuel of Archanaben 0.80 1.70 -
Kalariya and
31Bhargav
Chaturbhai Kavar
Shreeji Infra Sole Purchase of Goods
Proprietorship of - 10.84 6.32
Chiragbhai Service Taken - -
Dineshbhai 0.85
Kalariya Loan Given
- 0.24 -
Loan Received Back
- 0.45 -
Ultrashine Partnership firm Purchase of Goods
Solar of Chiragbhai - 0.11 34.68
Industries Dineshbhai Service Taken
Kalariya, - 0.74 6.13
Manishbhai D Loan Given
Chaniyara and 0.75 5.19 4.20
others Loan Received Back
- 8.61 -
* Dissolved with effect from December 25, 2024
#Cessation of Directorship of Bhargav Chaturbhai Kavar with effect from December 13, 2024 and cessation of shareholding
of Bhargav Chaturbhai Kavar, Dayaben C Kavar and Chaturbhai Harjibhai Kavar as on the date of this Draft Red Herring
Prospectus
3. Outstanding balances
(₹ in Million)
Name of Relation Nature of For the For the For the
Related Transacti year ended year year
Party on 31st March, ended ended
2025 31st 31st
March, March,
2024 2023
Directors and Key Management Personnel:
Archanabe Executive Director Unsecured
n Kalariya Loans 13.03 - -
Taken
Chiragbhai Whole Time Director (Appointed w.e.f Unsecured
Dineshbhai 18.07.2025) Loans 0.08 4.71 -
Kalariya Taken
Expenses
Incurred - - 0.06
Bhargav Executive Director and Chief Financial Officer Unsecured
Chaturbhai (Appointed as Chief Financial Officer w.e.f Loans 6.45 0.70 -
Kavar 25.07.2025) Taken
Dharmesh Chairman and Managing Director Unsecured
Ashokbhai Loans 15.75 - -
Makadiya Taken
Expenses
Incurred 3.83 0.57 -
Associates:
Brightsour Associate Entity Loan - -
se Given 1.00
32Renewable
s Energy
LLP
Relative of Director's / Key Managerial Persons:
Dayaben C Mother of Bhargav Chaturbhai Kavar Trade
Kavar Payable - 0.80 -
Jalpa Wife of Bhargav Chaturbhai Kavar Loan
Bhargav Given 5.50 15.50 14.50
Kavar
Enterprises over which key management personnel is able to exercise significant influence (where transactions
have taken place):
M/s. Deon Partnership firm of Dharmesh Ashokbhai Loan
Renewable Makadiya, Archanaben Kalariya and Bhargav Given - 0.10 -
s* Chaturbhai Kavar
Shree ji Partnership Firm of Archanaben Kalariya and Loan
Biofuel Bhargav Chaturbhai Kavar Given 2.50 1.70 -
Shreeji Sole Proprietorship of Chiragbhai Dineshbhai Loan
Infra Kalariya Given - - 0.21
Ultrashine Partnership firm of Chiragbhai Dineshbhai Loan
Solar Kalariya, Manishbhai D Chaniyara and others Given 1.53 0.78 4.20
Industries
Trade - - 0.74
Payable
* Dissolved with effect from December 25, 2024
As certified by M/s. Shivam Soni & Co, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated
September 23, 2025.
For details of the related party transactions in accordance with Ind AS 24, see “Restated Financial Information –Note no.
42 on page 351.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, member of the Promoter Group, our Directors, and their
relatives (as defined under the Companies Act 2013) have financed the purchase by any other person of securities of our
Company other than in the normal course of the business of the financing entity during a period of six months immediately
preceding the date of this Draft Red Herring Prospectus.
Details of price at which equity shares were acquired in the three years immediately preceding the date of this Draft
Red Herring Prospectus by our Promoters, members of the Promoter Group
Except as stated below, neither the Promoters, nor any members of the Promoter Group, have acquired any Equity Shares in
the three years immediately preceding the date of this Draft Red Herring Prospectus:
Name of Nature of Nature of Face Date of Number of Acquisition
acquirer/shareholder the transaction Considera value acquisition specified price per
tion (in ₹) securities specified
shares (in ₹)*
Promoters
33Name of Nature of Nature of Face Date of Number of Acquisition
acquirer/shareholder the transaction Considera value acquisition specified price per
tion (in ₹) securities specified
shares (in ₹)*
Initial Subscription to Cash 10 April 11, 3,750 10
the Memorandum of 2024
Association#
Transfer to Khushbu NA April 22, (100) -
Dharmesh Ashokbhai Indravan Patel through 2025
Makadiya Gift
Bonus Issue (in the NA September 87,60,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
Transfer from. NA April 22, 100 NA
Archanaben Kalariya 2025
through Gift
Transfer from NA August 01, 2,750 NA
Chiragbhai Dineshbhai Archanaben Kalariya 2025
Kalariya through Gift
Bonus Issue(in the NA September 68,40,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
Initial Subscription to Cash April 11, 3,750 10
the Memorandum of 2024
Association#
Transfer to Chiragbhai NA April 22, (100) -
Dineshbhai Kalariya 2025
through Gift
Archanaben Kalariya Transfer to Chiragbhai NA August 01, (2,750) -
Dineshbhai Kalariya 2025
through Gift
Bonus Issue(in the NA September 21,60,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
Initial Subscription to Cash April 11, 2,500 10
the Memorandum of 2024
Association#
Transfer to Jalpa NA April 22, (100) -
Bhargav Kavar 2025
through Gift
Bhargav Chaturbhai
Transfer to Chaturbhai (100)
Kavar
Harjibhai Kavar
through Gift
Bonus Issue (in the NA September 55,20,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
Promoter Group
Chaturbhai Harjibhai Transfer from Bhargav NA 10 April 22, 100 NA
Kavar Chaturbhai Kavar 2025
through Gift
Bonus Issue(in the NA September 2,40,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
34Name of Nature of Nature of Face Date of Number of Acquisition
acquirer/shareholder the transaction Considera value acquisition specified price per
tion (in ₹) securities specified
shares (in ₹)*
Khushbu Indravadan Transfer from NA April 22, 100 NA
Patel Dharmesh Ashokbhai 2025
Makadiya through Gift
Bonus Issue(in the NA September 2,40,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
Jalpa Bhargav Kavar Transfer from Bhargav NA April 22, 100 NA
Chaturbhai Kavar 2025
through Gift
Bonus Issue(in the NA September 2,40,000 NA
ratio of 2,400 equity 02, 2025
shares for every 1
equity share held)
*As certified by M/s. Shivam Soni & Co, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated
September 23, 2025.
#The subscribers to MOA were partners in the erstwhile partnership firm and their capital is converted into equity shares
pursuant to conversion of partnership firm into Private Limited Company.
As on the date of this Draft Red Herring Prospectus, there are no Shareholders holding any special rights in our Company,
including the right to nominate Directors on our Board.
Weighted average price at which Equity Shares were acquired by our Promoters in the last one year preceding the
date of this Draft Red Herring Prospectus.
The weighted average price at which our Promoters have acquired equity shares of our Company in the one year preceding
the date of this Draft Red Herring Prospectus is as follows:
Sr. No. Name of Promoters Number of Equity Number of Equity Weighted average
Shares acquired in Shares Held price of Equity Shares
last one year acquired in the last
one year (in ₹)
1. Dharmesh Ashokbhai Makadiya 87,60,000 87,63,650 Nil
2. Chiragbhai Dineshbhai Kalariya 68,42,850 68,42,850 Nil
3. Archanaben Kalariya 21,60,000 21,60,900 Nil
4. Bhargav Chaturbhai Kavar 55,20,000 55,22,300 Nil
* As certified by M/s. Shivam Soni & Co, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated
September 23, 2025.
The weighted average cost of acquisition of Equity Shares by our Promoters have been calculated by taking into account the
amount paid by them to acquire and Shares allotted to them divided by number of shares acquired in last one (1) year
Average cost of acquisition of equity shares by our Promoters
The average cost of acquisition per equity shares of our Company by our Promoters, as on the date of this Draft Red Herring
Prospectus is:
Sr. No. Name of Promoters Number of Equity Shares held as on date Average cost of
of this Draft Red Herring Prospectus acquisition per Equity
Share (in ₹)*
1. Dharmesh Ashokbhai Makadiya 87,63,650 0.004
2. Chiragbhai Dineshbhai Kalariya 68,42,850 Nil
3. Archanaben Kalariya 21,60,900 0.01
4. Bhargav Chaturbhai Kavar 55,22,300 0.004
* As certified by M/s. Shivam Soni & Co, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated
September 23, 2025.
35The average cost of acquisition of Equity Shares by our Promoters have been calculated by taking into account the amount
paid by them to acquire and Shares allotted to them as reduced by amount received on sell of shares i.e., net of sale
consideration is divided by net quantity of shares acquired
Weighted average cost of acquisition of all shares transacted in the last three years, 18 months and one year preceding
the date of this Draft Red Herring Prospectus
The weighted average price for all Equity Shares acquired in last three years, 18 months and one year preceding the date of
this Draft Red Herring Prospectus is mentioned below:
Period Weighted average cost of Cap Price is ‘X’ times the Range of acquisition
acquisition (in ₹)* weighted average cost of price: lowest price -
acquisition^ highest price (in ₹)^
Last one year Nil [●] Nil
Last 18 months 10 [●] Nil-10
Last three years 10 [●] Nil-10
As certified by M/s. Shivam Soni & Co, Chartered Accountants, Statutory Auditors, pursuant to their certificate dated
September 23, 2025.
*Acquisition price of Equity Shares issued pursuant to bonus issue of Equity Shares is considered as nil.
^To be updated upon finalization of the Price Band.
Details of pre-IPO placement
Our Company does not contemplate a pre-IPO placement as on the date of this Draft Red Herring Prospectus till the listing
of the Equity Shares.
Issue of equity shares or preference shares for consideration other than cash in the last one year (excluding bonus
issue)
Our Company has not issued equity shares or preference shares for consideration other than cash in the last one year preceding
the date of this Draft Red Herring Prospectus. For further details, see “Capital Structure” - page 98.
Split/ consolidation of Equity Shares in the last one year
Our Company has not undertaken any split or consolidation of Equity Shares in one year preceding the date of this Draft Red
Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by the Securities and Exchange
Board of India.
In connection with the Issue, the Company is required to identify persons and entities, in accordance with the requirements
of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company. Also, in terms
of the said regulation, (i) any body corporate in which 20% or more of the equity share capital is held by any Related
Individual or a firm or a Hindu Undivided Family in which any of the Related Individual is a member; (ii) any body corporate
in which a body corporate mentioned in (a) above, holds 20% or more of its equity share capital; and (iii) any Hindu
Undivided Family or firm in which the aggregate share of the Promoter and that of the Related Individual is equal to or more
than 20% of the total capital, also forms part of our Promoter Group (collectively, the ‘Connected Persons’). Accordingly,
Hetal Kalariya (Related Individual), being the sister of Chiragbhai Dineshbhai Kalariya and Sister-in -law of Archanaben
Kalariya, qualifies to be one of the Promoter Group members. However, due to longstanding Internal Family differences,
there are no relation between Hetal Kalariya (Related Individual), with Chiragbhai Dineshbhai Kalariya and Archanaben
Kalariya, we will not be able to obtain any details regarding the Related Individual and their related entities for disclosures
which are required to be included in relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring
Prospectus. For further details, see “Our Promoters and Promoter Group - Promoter Group’ and ‘Outstanding Litigation and
Material Developments – Litigation involving our Promoters’ on page 313 and 395 respectively.
Further, as per Regulation 300(1)(c) of the SEBI ICDR Regulations, an Exemption Application letter dated July 17, 2025
was filed with SEBI for relaxation of the strict enforcement of Regulation 2(1)(pp) of the SEBI ICDR Regulations with
regard to identification of and disclosures relating to Hetal Kalariya and their related entities as members of the Promoter
Group of our Company.
36In furtherance of the Exemption Application, we had received a query from SEBI dated August 07, 2025 seeking certain
clarifications, to which a reply has been filed dated August 14, 2025 as a response to the clarifications sought
The Exemption Application is pending as on date of filing of this Draft Red Herring Prospectus with SEBI. Since our
Company has not been able to procure relevant information, from, and in relation to, the Related Individual and Connected
Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related
Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and to the extent
the information was available and accessible in the public domain including but not limited to the information published on
the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) TransUnion CIBIL Limited
(CIBIL) (accessible at https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible at
https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
For further details, see “Risk Factors – One of the members of our Promoter Group has no relationship with two of our
Promoters, Chiragbhai Kalariya and Archanaben Kalariya, therefore we will not be able to obtain any details regarding
this member of Promoter Group which are required to be disclosed in relation to Promoter Group under the SEBI ICDR
Regulations in this Draft Red Herring Prospectus. The disclosures relating to this member of the Promoter Group has been
included in this Draft Red Herring Prospectus based on information available in public domain. Accordingly, we cannot
assure you that the disclosures relating to such members of our Promoter Group are accurate, complete, or updated. Further,
details in relation to Connected Persons which may qualify as a member of our Promoter Group have not been disclosed in
this Draft Red Herring Prospectus.” on pages 58 and 313, respectively.
37SECTION II – RISK FACTORS
An investment in Equity Shares involves a high degree of risk. Potential investors should carefully consider all the
information in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an
investment in our Equity Shares. We have described the risks and uncertainties that we believe are material, but these risks
and uncertainties may not be the only risks relevant to us, our Equity Shares, or the industry in which we currently operate
or propose to operate. Additional risks and uncertainties not presently known to us or that we currently believe to be
immaterial may also have an adverse impact on our business, results of operations, cash flows and financial condition. If
any of the following risks or a combination of risks, or other risks that are not currently known or are currently deemed
immaterial, actually occur, our business, results of operations, cash flows and financial condition may be adversely affected,
the trading price of our Equity Shares could decline, and investors may lose all or part of their investment. To obtain a
complete understanding of our business, you should read this section in conjunction with the sections titled “Industry
Overview”, “Our Business”, “Restated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on pages 135, 221, 317 and 358, respectively, of this Draft Red
Herring Prospectus, as well as the other financial information contained in this Draft Red Herring Prospectus.
In making an investment decision, prospective investors must rely on their own examination of us and our business and the
terms of the Issue including the merits and risks involved. Potential investors should consult their tax, financial and legal
advisors about the particular consequences of investing in the Issue. Unless specified or quantified in the relevant risk factors
below, we are unable to quantify the financial or other impact of any of the risks described in this section. Prospective
investors should pay particular attention to the fact that our Company is incorporated under the laws of India and is subject
to a legal and regulatory environment, which may differ in certain respects from that of other countries. This Draft Red
Herring Prospectus contains certain 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 various
factors, including the considerations described in this section and elsewhere in this Draft Red Herring Prospectus. See
“Forward-Looking Statements” on page 23 of this Draft Red Herring Prospectus.
Unless otherwise indicated or the context otherwise requires, the financial information included herein is based on or derived
from our Restated Financial Information included in this Draft Red Herring Prospectus. For further information, see
“Restated Financial Information” on page 317. Our financial year ends on March 31 of each year, so all references to a
particular financial year or Fiscal are to the 12-month period ended March 31 of that year.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Solar
Power EPC Sector” dated September 23, 2025 (the “CARE Report”), prepared and issued by CARE Analytics and Advisory
Private Limited (“CareEdge Research”), which was exclusively commissioned and paid for by our Company for the Issue,
and was prepared and released by CareEdge Research, who were appointed by us pursuant to the engagement letter dated
June 25, 2025. CareEdge Research is not, and has not in the past, been engaged or interested in the formation, or promotion,
or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors,
Promoters, KMPs, SMPs, nor the BRLM are a related party to CareEdge Research as per the definition of “related party”
under the Companies Act, 2013. The data included herein includes excerpts from the Industry Report which may have been
re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of
specific dates and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may
be as of such dates. CareEdge Research has prepared this study in an independent and objective manner, and it has taken
all reasonable care to ensure its accuracy and completeness. A copy of the Industry Report will be available on the website
of our Company www.deonenergy.in Further, the CARE Report is not a recommendation to invest or disinvest in any
company covered in the CARE Report. Prospective investors are advised not to unduly rely on the CARE Report. For more
information and risks in relation to commissioned reports, please see “Risk Factors - 54. Extracts of industry information
included in this Draft Red Herring Prospectus has been derived from an industry report prepared by CARE Analytics and
Advisory Private Limited(“CareEdge Research”), exclusively commissioned and paid for by us exclusively in connection
with the Issue. Any reliance on such information for making an investment decision in the Issue is subject to inherent risks.
” on page 74. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market
Data” on page 21.
INTERNAL RISKS
1. Our revenue from operations from our top client was 9.52%, 19.19% and 43.12%, of our revenue from operations,
respectively, and our revenue from our top 10 clients totalled 55.05%, 86.54% and 97.84% of our revenue from operations,
respectively in a fiscal year 2025, 2024 and 2023 The concentration of our revenue from such top 10 clients exposes us
to greater risks if these projects are delayed or cancelled, such material delay or cancellation of the project may have a
material adverse effect on our financial condition, results of operations and cash flows
38We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects, Our EPC clients include prominent organizations such as Omax Cotspin Private Limited, Fiotex
Cotspin Private Limited, Megacity Vitrified LLP, Velloza Granito LLP, Itacon Granito Private Limited etc. For further
details with respect to names of top 10 clients, please refer to Chapter titled “Our Business –Clients” on Page 245 of this
Draft Red Herring Prospectus.
Our revenue from operations in a fiscal year is concentrated from top 10 clients. In the Fiscals 2025, 2024 and 2023, our
revenue from our top client was 9.52%, 19.19% and 43.12%, of our revenue from operations, respectively, and our revenue
from our top 10 clients totalled 55.05%, 86.54% and 97.84% of our revenue from operations, respectively. In the Fiscals
2025, 2024 and 2023, we have completed more than one solar power project for certain clients. Since our inception 5 years
ago to March 31, 2025, we have successfully executed 78 solar EPC power projects with a total installed capacity of 140.29
MWDC and 118.80 MWAC.
The following table sets forth details of revenue generated and contribution to total revenue from operations from our top
client, top five and top ten clients for the fiscal 2025, 2024 and 2023:
Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Revenue Revenue Revenue
revenue revenue revenue
(₹ in (₹ in (₹ in
from from from
million) million) million)
operations operations operations
Top client 284.50 9.52% 131.29 19.19% 180.40 43.12%
Top 5 client 1,009.13 33.77% 411.82 60.18% 351.19 83.94%
Top 10 client 1,644.68 55.05% 592.33 86.54% 409.32 97.84%
Revenue from
2,988.02 100.00% 684.26 100.00% 418.36 100.00%
operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*Our top client, top 5 clients and top 10 clients pertains to Solar EPC Projects only, since the majority of the revenue from
operations is generated from Solar EPC projects in fiscals 2025, 2024 and 2023.
The following table sets forth list of top client, top five and top ten clients for the fiscal 2025, 2024 and 2023:
March 31, 2025
Clients* Revenue (₹ in million) % of revenue from operations
Omax Cotspin Private Limited 284.50 9.52%
Fiotex Cotspin Private Limited 246.01 8.23%
Leaspin Textile LLP 186.99 6.26%
Sparten Granito Private Limited 149.38 5.00%
Agritex Enterprise LLP 142.25 4.76%
Client Number 6 139.74 4.68%
Megacity Vitrified LLP 132.00 4.42%
Client Number 8 127.50 4.27%
Client Number 9 119.00 3.98%
Velloza Granito LLP 117.31 3.93%
Total 1,644.68 55.05%
March 31, 2024
Clients* Revenue (₹ in million) % of revenue from operations
Natural Texyarn Private Limited 131.29 19.19%
Bhavani Cotspin LLP 101.41 14.82%
39Leaspin Textile LLP 63.03 9.21%
Agritex Enterprise LLP 60.99 8.91%
Nilkanth Spinning Mill 55.10 8.05%
Fiotex Cotspin Private Limited 54.90 8.02%
Client Number 7 48.00 7.01%
True Colors Private Limited 30.62 4.47%
Fishfa Rubbers Limited 24.58 3.59%
Fishfa Biogenics 22.41 3.27%
Total 592.33 86.54%
March 31, 2023
Clients* Revenue (₹ in million) % of revenue from operations
Client Number 1 180.40 43.12%
GRV Spintex Private Limited 57.97 13.86%
Lemzon Granito LLP 45.14 10.79%
Client Number 4 42.48 10.15%
Client Number 5 25.19 6.02%
Client Number 6 20.36 4.87%
Client Number 7 15.39 3.68%
Client Number 8 10.46 2.50%
Shubh Darshan Polypack 8.44 2.02%
Client Number 10 3.49 0.83%
Total 409.32 97.84%
*We have only disclosed the names of those clients who have consented to be named in this Draft Red Herring Prospectus.
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The concentration of our revenue from top 10 clients during the fiscal years exposes us to greater risks, including
cancellations, significant changes in scope or failure to meet quality standards under EPC contracts. For more details, see
Risk factor No: 13 “Any modifications to the scope of work or cancellations of projects in our Order Book, which we define
as the amount payable to us under orders minus the revenue already recognized from those orders (the “Order Book”), could
have a material adverse effect on our business, financial condition, results of operations and cash flows.” on page 52;
If any of these risks materialize, they could have a material adverse effect on our business, financial condition, results of
operations and cash flows.
As such, the loss of one or more of these significant or top clients or a reduction in the amount of business we obtain from
them could have a material adverse effect on our business, results of operations, financial condition and cash flows. While
such instances have not occurred in the last three Fiscals, we cannot assure you that we will be able to maintain historic levels
of business and/or negotiate orders on a commercially viable terms with our significant or key clients or that we will be able
to significantly reduce client concentration in the future. Larger orders from few clients may represent a larger part of our
portfolio, increasing the potential volatility of our results and exposure to individual order risks, such concentration of our
business on a few projects or clients may have an adverse effect on our results of operations and result in a significant
reduction in receipt of orders which could also adversely affect our business, if we do not achieve our expected margins or
suffer losses on one or more of these large orders from such clients.
In addition, we are also subject to greater risks for delays in projects. While no such instances have occurred in the last three
Fiscals for any delays, we cannot assure you that, we will be able to complete our projects for EPC Services in timely manner
in the future. If any material delay is caused to any project, it may have a material adverse effect on our financial condition,
results of operations and cash flows
2. We derive a substantial portion of our revenue from the sale of our key services i.e. Ground-mounted solar power projects
and any loss of sales of such service due to change in demand for EPC of solar power projects or other factors, could
adversely affect our business, financial condition, results of operations and cash flows. In addition, we may not be able
to diversify into new service lines which may adversely affect our business, revenue from operations, cash flows and
financial condition.
We execute independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted
and roof-top solar EPC Projects which are as follows:
40Ground-mounted solar power projects Ground mounted solar projects have photovoltaic modules installed on open land
using mounting structures, these are installed in open fields, industrial areas, or barren land. This segment make up the largest
share of India’s solar installations, with approximately 81.0 GW of capacity as of Mar 2025, and are primarily used for large-
scale grid-connected power generation. (Source: CARE Report).
Rooftop solar power projects A rooftop solar power system is a photovoltaic system which is mounted on the rooftop of a
residential or commercial building or structure. The rooftop solar sector also grew 12% with 5.15 GW of new capacity
additions as compared to previous year at 4.95 GW in 2024. This helped provide electricity to rural areas and improve energy
access. (Source: CARE Report).
Further, we rely heavily on revenue generated by providing services of ground-mounted solar power projects. In case there
is a significant shift in the demand for such services, or if better substitutes are available in market, it could adversely affect
our business, results of operations, profitability and margins, cash flows and financial condition. While we have not
experienced any material decline in providing services of EPC of ground-mounted solar power projects in the last three
Fiscals, there is no assurance that we will not face any such decline in sale of such service in the future.
Our Company is also involved in sale of other Solar components which are shown in the financial statements. Our Company
in rare case sell solar components without any EPC services being provided to such clients. These sales are infrequent and
we do not actively engage in trading.
The table below sets forth a breakdown of our revenue from operations for the fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Capacit
Capacity Revenu Revenue Revenue
Particulars ₹ in ₹ in Capacity ₹ in y
(MWDC e from from from
million million (MWDC) million (MWD
) Operati Operatio Operatio
C)
ons ns ns
Revenue from
Contract with
Customers:
Revenue from EPC 2,953.3 96.28
87.73 98.84% 658.81 19.53 382.06 16.34 91.32%
Contracts 1 %
Of which:
Revenue from EPC of
2,853.6 58.28
ground-mounted solar 84.20 95.50% 398.79 12.70 127.84 12.80 30.56%
6 %
power projects
Revenue from EPC of
38.00
rooftop solar power 99.65 3.53 3.34% 260.01 6.83 254.22 3.54 60.77%
%
projects
Revenue from trading
6.53 - 0.22% 18.46 - 2.70% 33.47 - 8.00%
of solar components
Revenue from
operations and 28.18 85.50 0.94% 6.99 17.00 1.02% 2.83 13.80 0.68%
maintenance services
Revenue from
2,988.0 100.00 100.00 100.00
Contract with - 684.26 - 418.36 -
2 % % %
Customers
Other operating
- - - - - - - - -
revenue
Revenue from 2,988.0 100.00 100.00 100.00
- 684.26 - 418.36 -
Operations 2 % % %
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Our future success will also depend in part on our ability to reduce our dependence on the above services by introducing new
services based on the latest technological advancements in a timely manner. There can be no assurance that the services we
introduce will achieve market acceptance. We may be unable to anticipate changes in technology and regulatory standards
in the future. As a result, we may not be able to successfully develop and bring to market new and innovative and/or improved
services or respond to evolving business models. Further, we cannot assure you that we will succeed in effectively
implementing the new technology required in EPC of ground-mounted and roof-top solar power projects offerings or that
41we will be able to recover our investments since we will be subject to the risks generally associated with new service
introductions and applications, unreliable technology, inexperienced staff. Any failure to successfully provide EPC of
ground-mounted and roof-top solar power projects in future could adversely affect our business, results of operations,
profitability and margins, cash flow and financial condition
3. Our revenues are highly dependent on demand from the domestic market, particularly from the state of Gujarat, which
contributed 100% of our revenue from operations in Fiscal 2025 and Fiscal 2024. In Fiscal 2023, our revenues were
primarily derived from Gujarat and Maharashtra. Any adverse development, reduction in demand, or loss of business in
these states could materially and adversely affect our business, revenues, and profitability.
Our revenues are highly dependent on demand from the domestic market, particularly from the state of Gujarat, which
contributed 100% of our revenue from operations in Fiscal 2025 and Fiscal 2024. In Fiscal 2023, our revenues were primarily
derived from Gujarat and Maharashtra, making our business highly dependent on demand and regulatory stability within
these regions. This geographic concentration exposes us to risks such as regional economic downturns, changes in local
government policies, or alterations in grid infrastructure that may impact the viability and profitability of solar Power
projects. Any reduction in demand, delays in approvals, or disruptions in grid availability particularly in Gujarat could lead
to a substantial decrease in revenue and adversely affect our financial performance, as we currently lack a diversified
geographical revenue base. In our solar power industry, grid availability is critical to project feasibility and long-term
operational success. In areas with limited grid access or insufficient capacity, solar power projects may experience delays,
increased costs, or reduced efficiency. These grid dependencies not only affect our project timelines but can also limit our
ability to expand services to certain regions, impacting revenue potential and project scalability. However, According to Care
Report, Gujarat ranks second largest state in terms of solar power capacity installations. Gujarat has an estimated solar
potential of 35,770 MW, placing it among the top ten states in India for solar resources (Source: CARE Report).
The following table sets forth details of revenue generated from business operations from Domestic and Export Market for
fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Revenue Revenue Revenue
revenue revenue revenue
(₹ in (₹ in (₹ in
from from from
million) million) million)
operations operations operations
Domestic 2,988.02 100% 684.26 100% 418.36 100.00%
Export - - - - - -
Revenue from
2,988.02 100.00% 684.26 100.00% 418.36 100.00%
operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The following table sets forth details of revenue generated from business operations from our Domestic Market for fiscals
2025, 2024 and 2023:
State Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Revenue Revenue Revenue
revenue revenue revenue
(₹ in (₹ in (₹ in
from from from
million) million) million)
operations operations operations
Gujarat 2,988.02 100% 684.26 100% 393.17 93.98%
Maharashtra - - - - 25.19 6.02%
Revenue from
2,988.02 100.00% 684.26 100.00% 418.36 100.00%
operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
To mitigate this risk, we are actively working to diversify our project portfolio by expanding into other regions and markets,
reducing our dependency on one or two states. To the extent that we are unable to effectively manage the expansion of our
domestic operations and risks, as we implement our strategy to enter into new markets as we improve our domestic presence,
where we do not have local knowledge and resources, we may be unable to grow or maintain our sales and profitability, or
we may be subject to additional unanticipated costs or legal or regulatory action. While there have been no such instances
where we had to face any unanticipated costs or any legal or regulatory actions on account of our expansion during the last
three financial years, we cannot assure you that such instances will not arise in the future. Therefore, our business, financial
condition, results of operations and prospects may be adversely affected.
42Additionally, we are strengthening client relationships and staying engaged with regulatory developments in Gujarat to
anticipate and adapt to policy or infrastructure changes and we have also set up a branch office in Maharashtra, to strengthen
our operations in that region. By pursuing opportunities in new locations and maintaining strong local partnerships, we aim
to build a more balanced revenue stream across multiple regions, ensuring resilience against potential regional disruptions
and supporting our long-term growth. For further details, please refer to Chapter titled “Our Business – Our Strategies” on
Page 231 of this Draft Red Herring Prospectus.
4. We do not manufacture any components and materials and rely on third-party suppliers for components and materials.
Our purchases of stock-in-trade from top 10 suppliers are 82.28%, 74.90% and 70.38% in fiscal years 2025, 2024 and
2023 respectively, accordingly, this exposes us to a concentration of purchases from top 10 suppliers and also, we do not
have continuing and exclusive supply agreement with them, also if any supplier fails to perform its obligations, it could
have a material adverse effect on our business, financial condition, results of operations and cash flows.
We source the components we need to construct power projects, including solar modules from third-party suppliers.
Accordingly, Our Company maintains a base of suppliers who consistently provide components of appropriate quality as per
our requirements. We usually do not enter into long-term supply contracts with any of our suppliers. We have 100% domestic
purchase of various solar components considering factors such as quality, price, lead time, inventory levels, credit terms and
most importantly end user approvals. In domestic market we majorly procure components from Renewsys India Private
Limited, Sunchaser Structures Private Limited, Goldi Sun Private Limited, etc. based on the purchases made for the financial
years ended March 31, 2025, 2024 and 2023. For further details with respect to names of top 10 suppliers, please refer to
Chapter titled “Our Business – Procurement and Suppliers” on Page 247 of this Draft Red Herring Prospectus.
The table below sets forth our purchases of stock-in-trade from our top supplier, top five suppliers and top 10 suppliers for
the Fiscals 2025, 2024 and 2023, as well as such cost as percentage of our purchases of stock-in-trade.
Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023
Cost (₹ in % of Cost (₹ in % of Cost (₹ in % of
million) Purchases million) Purchases million) Purchases
of stock-in- of stock-in- of stock-in-
trade trade trade
Top Supplier 595.93 23.23% 108.41 16.29% 71.66 25.76%
Top 5 Suppliers 1,779.91 69.39% 386.09 58.01% 151.74 54.54%
Top 10 Suppliers 2,110.78 82.28% 498.52 74.90% 195.84 70.38%
Purchases of stock-in-trade 2,565.32 100.00% 665.64 100.00% 278.24 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*Our top supplier, top 5 suppliers and top 10 suppliers pertain to Solar EPC Projects only, since the majority of the
purchases are for Solar EPC projects in fiscals 2025, 2024 and 2023.
The table below sets forth list of top supplier, top five suppliers and top 10 suppliers for the Fiscals 2025, 2024 and 2023, as
well as such cost as percentage of our purchases of stock-in-trade:
March 31, 2025
Suppliers* Purchases (₹ in million) % of Purchases of Stock-in-
Trade
Renewsys India Private Limited 595.93 23.23%
Sunchaser Structures Private Limited 530.97 20.70%
Goldi Sun Private Limited 304.30 11.86%
Goldi Solar Private Limited 270.84 10.56%
Deecab Enterprise 77.87 3.04%
Supplier number 6 77.52 3.02%
SNS Corporation 76.29 2.97%
Bhavani Sales Corporation 71.56 2.79%
Synergy Transformers Private Limited 59.24 2.31%
Ascent Engineers 46.26 1.80%
Total 2,110.78 82.28%
March 31, 2024
% of Purchases of Stock-in-
Suppliers* Purchases (₹ in million)
Trade
43Sunchaser Structures Private Limited 108.41 16.29%
Goldi Sun Private Limited 92.86 13.95%
Supplier number 3 73.67 11.07%
Goldi Solar Private Limited 72.08 10.83%
SNS Corporation 39.07 5.87%
Supplier number 6 33.75 5.07%
Supplier number 7 24.50 3.68%
Supplier number 8 21.96 3.30%
Synergy Transformers Private Limited 16.67 2.50%
Deecab Enterprise 15.55 2.34%
Total 498.52 74.90%
March 31, 2023
Suppliers* Purchases (₹ in million) % of Purchases of Stock-in-
Trade
Goldi Sun Private Limited 71.66 25.76%
Ultra Shine Solar Industries 29.39 10.56%
Supplier number 3 23.14 8.32%
Supplier number 4 13.80 4.96%
Supplier number 5 13.75 4.94%
Supplier number 6 9.75 3.50%
Supplier number 7 8.96 3.22%
Mira Enterprise 8.96 3.22%
Supplier number 9 8.58 3.08%
Supplier number 10 7.85 2.82%
Total 195.84 70.38%
*We have only disclosed the names of those suppliers who have consented to be named in this Draft Red Herring Prospectus.
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
In the event any of our key suppliers is unable to provide us the required quantity or quality of components or in a timely
manner, we cannot assure you that we will be able to find a suitable replacement and at an acceptable cost within our delivery
timelines. Further, in the event of an increase in the price of these components, we cannot assure you that we will be able to
correspondingly increase the price of our services. Our reliance on a select group of suppliers may also constrain our ability
to negotiate our arrangements with them. We may experience unanticipated increases in costs in the supply and demand in
the national markets for Solar equipment. Any such interruptions in the supply of the components required for EPC services,
may have an adverse effect on our ability to provide EPC services in a timely or cost-effective manner and we may be in
breach of our obligations if any. Also, we usually do not enter into long-term supply contracts with any of our suppliers. We
procure these products typically through purchase orders which sets out the terms and conditions in relation to quantity,
pricing and delivery details and do not enter into any continuing and exclusive supply agreements with our suppliers. We are
also subject to the risk that suppliers may not perform their obligations with us. If suppliers fail to deliver components on
time or deliver components with manufacturing defects; do not comply with the specified quality standards and technical
specifications; do not comply with local regulations; otherwise fail to perform their obligations; terminate our order; or are
subject to insolvency proceedings, we may be unable to fulfil our obligations under our EPC projects with the clients, which
could result in us being liable to pay liquidated damages to our clients, While there have been no such instances where we
had to face any unanticipated failure of delivering components from Suppliers or termination of our order during the last
three financial years. Such events could have a material and adverse effect on our ability to fulfil our obligations to our clients
and meet agreed timelines and could cause an increase in our construction costs and working capital requirements or even
result in shutdown of solar projects of our clients.
We also make advance payments in connection with our procurement agreements for equipment and materials used in our
operations.
The tables below set forth the details of the advance payments made to suppliers; the write-off advance payments made to
suppliers for the fiscal years indicated and such amounts as a percentage of revenue from operations.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Advance payments made to 77.07 49.65 14.12
suppliers (₹ in million)
44Advance payments made to 3.00% 7.46% 5.07%
suppliers as a percentage of Stock
in trade (%)
Advance payments made to 2.58% 7.25% 3.38%
suppliers as a percentage of
revenue from operations (%)
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The occurrence of any such event may adversely affect our business, results of operations, financial condition and cash flows.
However, in the Fiscals 2025, 2024 and 2023, no supplier’s failure to perform their obligations under their respective orders
with us, which had a material adverse effect on our business, financial condition, results of operations and cash flows. As we
typically do not have exclusive arrangements with our suppliers, our suppliers could engage with our competitors and
prioritize supplies of their other clients, which could adversely impact our ability to procure a sufficient quantity of products
at competitive rates and within a reasonable timeframe.
5. In the past and in the current scenario, our Company sources the 100% raw materials from domestic market and majority
of the domestic purchases are from Gujarat, Telangana and Rajasthan. Any adverse developments affecting our
procurement from the states or such geographical concentration in the domestic purchases, could have an adverse impact
on our revenue and results of operations.
Our Company sources 100% raw materials from domestic market wherein majority of the domestic purchases are from
Gujarat, Telangana and Rajasthan. This strategic decision allows us to benefit from the geographical advantages, ensuring
timely delivery of all materials.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in domestic
market and import to the % of our Purchases of Stock-in-trade are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Amount Amount
Purchases of Purchases Amount Purchases of
(₹ in (₹ in
Stock-in- of Stock-in- (₹ in million) Stock-in-
million) million)
trade trade trade
Domestic 2,565.32 100% 665.64 100% 278.24 100.00%
Import - - - - - -
Total Purchases of
2,565.32 100% 665.64 100% 278.24 100.00%
Stock-in-trade
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in domestic
market to the % of our Purchases of Stock-in-trade are as follows:
March 31, 2025
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 1,877.29 73.18 %
Telangana 595.92 23.23 %
Rajasthan 80.55 3.14 %
Delhi 6.24 0.24 %
Maharashtra 4.46 0.17 %
Tamil Nadu 0.59 0.02 %
Karnataka 0.14 0.01 %
West Bengal 0.13 0.01 %
Total 2,565.32 100.00%
March 31, 2024
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 560.70 84.23 %
Rajasthan 72.81 10.94 %
Delhi 13.76 2.07 %
Maharashtra 12.79 1.92 %
Tamil Nadu 3.90 0.59 %
45Karnataka 1.68 0.25 %
Total 665.64 100.00%
March 31, 2023
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 249.03 89.50 %
Karnataka 12.91 4.64 %
Delhi 7.64 2.75 %
Haryana 5.71 2.05 %
Tamil Nadu 2.04 0.73 %
Maharashtra 0.91 0.33 %
Total 278.24 100.00 %
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Such geographical concentration of our purchases from these states heightens our exposure to adverse developments related
to competition, as well as economic and demographic changes in those region which may adversely affect our business
prospects, financial conditions and results of operations. Factors such as competition, regulatory regimes, business practices
and customs, industry needs, transportation, high prices in other markets where we may procure our raw materials may differ
from those in such regions, and our experience in these regions may not be applicable to other markets. Our inability to
procure into areas outside such markets may adversely affect our business prospects, financial conditions and results of
operations.
6. There are certain non-compliance/delay filings 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 non-compliance with provisions of corporate or any other law could impact the financial position
of the Company to that extent.
In the past, there have been some instances of discrepancy/delay filings with certain statutory authorities with certain
provision of statutory regulations applicable to us which is certified pursuant to a Report issued by M/s. Dhruv Raval &
Associates, Practicing Company Secretary dated September 16, 2025. The details of forms filed along with the period of
compliance, period of delay occurred and reasons for such delays are mentioned below:
Particulars Purpose of Date of Expected Actual Number Reasons for Steps taken by
the Form Event Date of Date of of Days the delay the company to
Filing Filing Delayed mitigate the
delay
Form PAS- Half Yearly 30.05.2025 30.05.2025 31.05.2025 1 day There was a The company
6 Reconciliation slight delay in immediately
of Share receiving the followed up with
Capital Audit confirmation the RTA upon
Report form letter from the noticing the
(01.10.2024 to Registrar & delay and
31.05.2025) Transfer ensured the
Agent (RTA) prompt
for the shares submission of
held in Form PAS-6
dematerialized along with
form. The payment of
delay was due applicable late
to unavoidable fees. Further, we
circumstances have
beyond the strengthened our
company’s internal
control. compliance
monitoring
process and
established a
proactive
communication
mechanism with
the RTA to
46avoid recurrence
of such delays in
future filings.
The company has duly filed the above mentioned form along with delayed fees towards corrective measure. Further we
cannot confirm that no action from authorities would be taken against the Company pursuant to the above explained instances
which may adversely affect our business and financial operations.
Further, there were few discrepancies noticed in some of our corporate records relating to e-forms filed with the Registrar of
Companies, which inter-alia includes, our company had filed e-form DIR-12 for Regularisation of Appointment of Himali
R Lakhani and Maulik S Bagdai and Rajnikant C Patel and Ashokkumar J Chavda as Independent & Non- Executive
Directors and Regularisation of Appointment of Chiragbhai Dineshbhai Kalariya as Whole Time Director respectively by
attaching EGM resolution as one of the attachments to the form. The EGM resolution mentions the effective appointment as
August 01, 2025 instead of July 25, 2025. The form has been filed with the correct date and this is a clerical mistake which
has been done in the EGM resolution attached in the form by our Company. Our company as a corrective measure has filed
e-form MGT-14 with the clarification letter for mentioning the wrong date of appointment on 21.08.2025.
While no legal proceedings or regulatory action has been initiated against our Company in relation to such instances of
discrepancies/delays in filing statutory forms with the RoC as of the date of this Draft Red Herring Prospectus, we cannot
assure you that such legal proceedings or regulatory actions will not be initiated against our Company in future and we cannot
assure you that we will not be subject to penalties imposed by concerned regulatory authorities in this respect. Therefore, if
the authorities impose monetary penalties on us or take certain punitive actions against our Company in relation to the same,
our business, financial condition and results of operations could be adversely affected.
7. Our Company in the usual course of Business does not have any long-term contracts with its Clients for Solar EPC and
we rely on letter of intent for providing EPC services. Loss of one or more of our orders or reduction in revenue derived
from those orders, may adversely affect our Business, Results of Operations and Financial Condition.
We usually do not enter into long-term contracts with our clients, as EPC business is based on CAPEX allocations for projects
by our clients. Clients do not have exclusive contracts and the orders are placed on an as-needed basis and project
requirements. As our business volumes are driven by CAPEX projects of companies, our success is based on our ability to
maintain and strengthen our relationships, competitive pricing, efficient and timely deliveries and consistent quality. In the
event we are unable to meet such requirements in the future, it may result in a decrease in orders or cessation of business
from the affected clients. If the CAPEX and expansion plans are shelved suddenly due to budget constraints or market
situation, this may adversely affect the overall EPC business and affect all EPC players. The volumes that our clients require
from us are also subject to fluctuations, depending on various factors, but there is no assurance that they will continue to
demand for our services on the same volumes and terms as are currently subsisting. As such, our business is dependent on
our ability to maintain and strengthen our relationships and arrangements with existing clients. Our relationship with our
clients is dependent to a large extent on our ability to regularly meet their requirements, including by price competitiveness,
efficient and timely deliveries and consistent quality. In the event we are unable to meet such requirements in the future, it
may result in a decrease in orders or cessation of business from the affected clients.
There are also a number of factors relating to our clients beyond our control that might result in the termination of our
arrangement or the loss of a client relationship. Further, the deterioration of the financial condition or business prospects of
these clients could reduce demand for our services and could result in a significant decline in the revenues we derive from
such clients. Adverse changes in our relationships with our clients or the inability to develop new services and solutions for
existing clients or to successfully establish relationships with new clients, could therefore limit our business prospects, which
could adversely affect our financial performance. Absence of any long-term contracts with respect to our Business
Arrangements with such Clients poses a challenge on our ability to continue to supply our EPC projects to these Clients in
future.
8. We had net cash used in operating, investing and financing activities for the Fiscals 2025, 2024 and 2023. We may
experience net cash used in operating, investing and financing activities in the future and we will continue to require
working capital financing, which if unavailable could adversely affect our ability to operate our business and implement
our growth plans.
We had net cash used in operating investing and financing activities for the Fiscals 2025, 2024 and 2023. The table below
sets forth summary details of our statement of cash flows for the fiscal years indicated.
(₹ in Millions)
47Particulars March 31, 2025 March 31, 2024 March 31, 2023
Net cash flow
Net cash flow from / (used in) operating activities (A) (5.62) 10.80 (1.46)
Net cash flow used in investing activities (B) (17.82) (13.93) (0.33)
Net cash flow from / (used in) financing activities (C) 64.80 10.65 (6.21)
Net increase / (decrease) in cash and cash equivalents (D
41.36 7.52 (8.00)
= A+B+C)
Cash and cash equivalents at the beginning of the year 8.81 1.29 9.29
Cash and cash equivalents at the end of the year 50.17 8.81 1.29
Our net cash used in operating activities was (₹5.62) million for the fiscal year 2025. Our operating profit before working
capital changes was ₹354.14 million for the fiscal year 2025 which was primarily adjusted against increase in inventories by
(₹158.93) million, increase in trade receivables by (₹5.89) million, increase in current financial assets - loans by (₹14.16)
million, increase in other current assets by (₹43.21) million, increase in trade payables by ₹2.78 million, decrease in other
current liabilities by (₹43.26) million, decrease in current provisions by (₹8.23) million and net income tax paid of (₹88.75)
million.
Our net cash used in operating activities was (₹1.46) million for the fiscal year 2023. Our operating profit before working
capital changes was ₹5.71 million for the fiscal year 2023 which was primarily adjusted against decrease in inventories by
₹77.39 million, decrease in trade receivables by ₹32.21 million, increase in current financial assets - loans by (₹18.62)
million, decrease in other current assets by ₹18.62 million, decrease in trade payables by (₹13.63) million, decrease in other
current liabilities by (₹99.95) million and net income tax paid of (₹1.45) million.
Our net cash flow used in investing activities was (₹17.82) million. This was mainly on account of purchase of property,
plant and equipment, intangible assets including Capital advances of (₹11.39) million, purchase of Capital Work-in-progress
of (₹6.42) million and non-current investments of (₹0.01) million.
Our net cash flow used in investing activities was (₹13.93) million. This was mainly on account of the purchase of property,
plant and equipment, intangible assets, including Capital advances of (₹9.51) million and purchase of Capital Work-in-
progress of (₹4.42) million.
Our net cash flow used in investing activities was (₹0.33) million. This was mainly on account of the purchase of property,
plant and equipment, intangible assets, including Capital advances of (₹0.33) million.
Our net cash flow used in financing activities was (₹6.21) million. This was on account of repayment of non-current
borrowings by (₹0.91) million, proceeds from current borrowings by ₹0.07 million, withdrawal of Partner’s capital of (₹5.05)
million, and interest paid of (₹0.32) million.
For further details on our cash flows for past 3 fiscals, see “Restated Financial Information – Restated Summary Statement
of Cash Flows” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations –Cash Flows”
on pages 317 and 388, respectively.
Our EPC projects are capital intensive and require us to have significant amounts of working capital. As such, we could
continue to experience net cash used in operating, investing and financing activities in the future and we will continue to
require working capital financing, which if unavailable, could have a materially adverse effect on our ability to operate our
business and implement our growth plans. As a result, our cash flows, business, financial condition results of operations
could be materially and adversely affected. For further details, see risk factor no. 11 “-We have significant working capital
requirements and if we experience insufficient cash flows or are unable to access suitable financing to meet working capital
requirements, our business, financial condition and results of operations could be adversely affected.” on page 50.
9. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients outsource O&M
services to other agencies, if we fail to carry out the O&M services in-house in future, it may adversely affect our Business,
Results of Operations and Financial Condition.
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report). During Fiscal 2025, we provided O&M
48services for 44 solar power plants with a total installed capacity of 127.79 MW DC and 107.98 MW AC. We carry out
complete O&M services for almost all our EPC Solar projects, however, few of the clients outsource O&M services to other
agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to supervise these operations. We
manage our O&M services (technical and non-technical manpower) as per our clients’ O&M requirements. Our O&M
services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels, invertors, cables and
other equipment and security of the power plant, the O&M activities may also vary on the basis of the agreements entered
by our Company with the clients as per their requirements. Our Company also takes the initiative of monitoring power plant
generation on daily basis and the noting is prepared and submitted to the clients. As on August 31, 2025, our Company has
entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax Cotspin Private Limited,
Fiotex Cotspin Private Limited and Shaldip Coating LLP.
Our monitoring and maintenance capabilities extend to remote system monitoring, facilitated by GSM data loggers and
Supervisory Control and Data Acquisition (“SCADA”) system implementation, ensuring oversight of system parameters.
SCADA systems are used for controlling, monitoring, and analyzing industrial devices and processes. The system consists
of both software and hardware components and enables remote and on-site gathering of data from industrial equipment.
Through our remote system monitoring process, we ensure fault detection and resolution, which are paramount to
maintaining uninterrupted functionality of our clients’ solar power systems.
Any delay in completing the O & M services at our end to the clients, could therefore limit our business prospects, which
could adversely affect our financial performance. While there have been no such instances where we had to face any
unanticipated failure of providing O & M Services during the last three financial years. We could also be held liable for
damages resulting from delays, defective workmanship and defective products on our O&M services and any breach of the
agreement or any disagreement on the terms and conditions of the agreement poses a challenge on our ability to continue to
supply our in-house O & M services to our clients in future.
10. As on the date of this Draft Red Herring Prospectus, neither our Company, nor our Directors, Promoters, Subsidiaries,
Group Company or Key Managerial Personnel and Members of Senior Management are subject to any legal, regulatory
or other proceedings. The absence of such proceedings is a positive factor for our business. However, we cannot assure
you that our Company or any of the foregoing persons will not be involved in legal, regulatory or other proceedings in
the future, and any adverse outcome in such proceedings may have an adverse effect on our business, financial condition,
results of operations and cash flows.
Disciplinary
Aggregate
Statutory or actions by the Other
Criminal Tax amount
Name of entity regulatory SEBI or Stock material
proceedings proceedings involved
proceedings Exchanges against proceedings#
(₹ in million)
our Promoters
Company
By our Company - - - - - -
Against our Company - - - - - -
Directors
By our Directors - - - - - -
Against our Directors - - - - - -
Promoters
By our Promoters - - - - - -
Against our Promoters - - - - - -
Subsidiaries
By our Subsidiaries - - - - - -
Against our Subsidiaries - - - - - -
Group Company
By Our Group - - - - - -
Company
Against Our Group - - - - - -
Company
Key Managerial Personnel and Members of the Senior Management
By our Key Managerial - - - - - -
Personnel and
Members of Senior
Management
Against our Key - - - - - -
Managerial Personnel
49and Members of Senior
Management
#In accordance with the Materiality Policy.
There are no outstanding legal proceedings including civil and tax matters involving our Company that are pending at
different levels of adjudication before various courts, tribunals and other authorities. The summary of such outstanding
material legal and regulatory proceedings as on the date of this Draft Red Herring Prospectus is set out below:
Although there are currently no legal, regulatory or other proceedings involving our Company, nor our Directors, Promoters,
Subsidiaries, Group Companies or Key Managerial Personnel and Members of Senior Management, potential disputes or
claims may arise in the ordinary course of business. Such proceedings, if initiated, could divert management’s time and
attention, involve significant expenditure and if determined adversely, could impact on our reputation, business, financial
condition, results of operations and cash flows. For further information, see “Outstanding Litigation and Other Material
Developments” on page 393.
11. We have significant working capital requirements and if we experience insufficient cash flows or are unable to access
suitable financing to meet working capital requirements, our business, financial condition and results of operations could
be adversely affected.
Our business requires a significant amount of working capital which is based on certain assumptions, and accordingly, any
change in such assumptions will result in changes to our working capital requirements. Working capital is required for
mobilization of resources.
The table below sets forth our Net Working Capital (as defined below) for the fiscals indicated below.
(in ₹ million)
Actual
S. No. Particulars
2022-23 2023-24 2024-25
I Current assets
Inventories 37.87 125.84 284.77
Trade Receivables 10.00 43.60 49.50
Short Term Loans & Advances 20.21 81.02 95.18
Other Current Assets 16.99 66.35 109.56
Total Current Assets (I) 85.07 316.82 539.01
II Current Liabilities
Trade Payables 11.17 26.49 29.28
Other Current Liabilities 67.81 251.71 208.44
Current Tax Liabilities 1.45 16.25 86.51
Short Term Provisions 0.30 10.59 2.38
Total Current Liabilities (II) 80.72 305.05 326.60
III Net Working Capital Requirement (III=I-II) 4.36 11.77 212.41
IV Funding Pattern
IPO Proceeds - - -
Internal Accrual 4.36 11.77 212.41
Total (IV) 4.36 11.77 212.41
In the Fiscals 2025, 2024 and 2023, we financed our working capital requirements from internal accruals.
We had net cash used in operating activities for the Fiscals 2025 and 2023, in investing activities for the Fiscals 2025, 2024
and 2023 and also net cash used in financing activities for the Fiscals 2023.
We may experience net cash used in operating, investing and financing activities in the future and we will continue to require
working capital financing, which if unavailable could adversely affect our ability to operate our business and implement our
growth plans. We are continuously expanding our business and planning to further increase the size of the Order Book.
For more details on our Order Book, see “Our Business– Our Services-EPC-Order Book” beginning on page 243. In order
to support our growing business requirements, our Company will require incremental working capital over Fiscals 2026,
2027 and 2028. We plan to use ₹ 1,000 million from the Net Proceeds of the Issue for funding our Company’s long-term
working capital requirements. For more details, see “Objects of the Issue” on page 108.
We may need additional borrowings to fund our working capital requirements in the future. However, there can be no
assurance that financing from external sources will be available at the time or in the amounts necessary to meet our working
50capital requirements in the future. While we could approach various lender institutions for financial commitments, these
commitments are subject to a number of conditions precedent, such as completion of documentation satisfactory to parties
thereto, among others. We may not be able to fulfil all or any of the conditions or agree on commercial terms or non-
commercial terms with these banks and financial institutions, in which case they would have no obligation to provide any
loans to us. In addition, we may be unable to obtain financing due to, among other causes, a reduction in our Order Book,
our financial condition, results of operations and cash flows. If we are unable to obtain working capital financing it could
have a material adverse effect on our business, financial condition, results of operations and cash flows.
12. Our company's limited operational history in Solar Power Projects, combined with the erstwhile Partnership Firm, M/s.
Deon Energy, which got converted into our Company as a Private Limited Company on April 11, 2024, lacking experience
in Independent Power Producer (“IPP”) segment, may pose challenges in accurately forecasting future performance and
effectively responding to evolving market conditions and also which might be considered as risks and challenges due to
limited experience and regulatory complexity in the Solar Energy sector.
As our company was incorporated in the year 2020 as a Partnership firm named as “M/s. Deon Energy” at Ahmedabad,
Gujarat, India under the Indian Partnership Act, 1932 pursuant to a partnership deed dated June 23, 2020, subsequently, the
partnership firm was converted into private limited company under the Companies Act, 2013 with the name “Deon Energy
Private Limited” and a certificate of incorporation dated April 11, 2024, was issued by the Registrar of Companies, Central
Registration Centre. Subsequently the name of our Company was changed to “Deon Energy Limited” upon the conversion
of our Company into a public limited company and a fresh certificate of incorporation dated May 13, 2025 was issued by the
Registrar of Companies, Central Processing Centre. It may not have established a consistent performance history, making it
difficult to predict future success. The Solar Energy sector is heavily regulated and have limited operating history which may
mean that the company has less experience in navigating complex regulatory environments, potentially leading to compliance
issues. With limited experience, the company may encounter challenges in the research, development and expanding more
solar power projects, which could impact their viability in the market.
Further, our Company also intends to expand its business operations by taking following initiatives:
Third-Party Sale:
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of
solar power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with
an installed capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number
was 137 and New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village,
Dhrangadhra taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled
“Government and other approvals” on page no. 399 of this Draft Red Herring Prospectus.
• Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power Project
for which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number 174,
Ingorala village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated
July 10, 2025, for further details see chapter titled “Government and other approvals” on page no. 243 of this Draft
Red Herring Prospectus, further our Company is yet to enter into any PPA Agreement with the clients for sale of solar
power.
• Our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon
Energy Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated
on September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose
vehicle, in which we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further
details, please see chapter titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring
Prospectus.
In spite of the introduction of IPP segment, the lack of an established performance history in IPP segment can hinder our
Company’s ability to attract investment, as potential investors often look for proven track records as a measure of risk versus
reward. Also limited background in the Solar EPC business activity may also affect the creditworthiness, making it difficult
to secure favourable financing terms or loans needed for growth and expansion. The regulatory landscape in the Solar energy
industry is indeed intricate, necessitating a robust understanding of compliance mandates from the perspective of the client
51and of our Company. Our limited experienced approach to navigating these regulations could result in costly missteps, such
as fines, product recalls, or reputational damage, further amplifying financial risks.
13. Any modifications to the scope of work or cancellations of projects in our Order Book, which we define as the amount
payable to us under orders minus the revenue already recognized from those orders (the “Order Book”), could have a
material adverse effect on our business, financial condition, results of operations and cash flows.
As on August 31, 2025, our Order Book was ₹ 5,051.55 million. For details of our Order Book, see “Our Business – Our
Services – EPC – Order Book” on page 243.
The table below sets forth details of our Order Book for solar EPC and O&M as at the end of the period and fiscal years
indicated:
(₹ in millions)
For the period For the year For the year For the year
Particulars ended August ended March ended March ended March
31, 2025 31, 2025 31, 2024 31, 2023
Opening balance of Revenue 2,049.54 2,070.03 491.86 85.98
Projects Added during the year 4,219.48 2,961.00 2,243.96 790.77
Revenue Recognized during the year 1,217.47 2,981.49 665.80 384.89
On-going Orders 5,051.55 2,049.54* 2,070.03* 491.86*
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*The figures mentioned in the respective fiscals represent the orders which were on-going during those respective fiscal
years, however, those figures are included in the on-going orders as at August 31, 2025. Accordingly, the above figures are
mentioned only to reflect the movement of the solar projects in those particular years.
Our Order Book comprises the estimated revenues from the ongoing orders. Our EPC projects generally include provisions
permitting our clients to terminate or modify the scope of the letter of intent at their convenience. For some of the projects
in our Order Book, our clients are obliged to take certain actions, such as acquiring land, securing rights of way, supplying
owner supplied material, securing required licenses, authorizations or permits, making advance payments or procure
financing, approving designs, approving supply chain vendors and shifting existing utilities. If our clients do not perform
these actions in a timely manner or at all, our projects could be modified or cancelled. We could also encounter problems
executing the orders or executing it on a timely basis i.e. whether we could be able to execute on an immediate basis or not.
Moreover, factors beyond our control or the control of our clients could postpone an order or cause cancellation of such order
fully or partially, including delays or failures to obtain necessary permits, authorizations, permissions and other types of
difficulties or obstructions for successful completion of such contracts.
These changes in the Order Book could be a result of exercises of our clients’ discretion, problems we encounter in order
execution, or reasons outside our control or the control of our clients, we cannot predict with certainty when, if or to what
extent an Order Book will be performed. Even relatively short delays or surmountable difficulties in the execution of an
order could result in our failure to receive on a timely basis or at all, all payments otherwise due to us.
In the Fiscals 2025, 2024 and 2023, none of our EPC orders has been cancelled or had the project value materially decreased
due to variations in the scope of the work in the order. Any project cancellations or scope adjustments in the future would
reduce the amount of our Order Book and the revenue that we ultimately earn from those orders, which could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
14. Our Registered Office and other properties being used as branch offices and few of the operational sites are taken on
lease by our company and any issues related to lease renewals, unfavourable lease terms, or property title disputes could
negatively impact our business operations and financial performance.
Our Registered Office and other properties being used as branch offices and few of the operational sites are taken on lease.
Following are the details of properties taken on leases basis as on the date of this Draft Red Herring Prospectus:
Leased Property:
52Date of Lessor/ Address of the Property Period of Area Rent Purpose
Lease and Licensor Lease (₹ in
License Millions)
July 04, Harshana Block D-605-606 6th Floor, 5 years 3,620 sq. ft. ₹0.148 Registered
2025 Prasant Shah Westgate, S. G. Highway, (from (1,810 sq. ft. Lakhs per Office of our
Near YMCA Club, Makarba, 15/03/2025 each of office month company and
Jivraj Park, Ahmedabad, to no. 605 and with Sublet vide Sub
Ahmadabad City, Gujarat, 14/03/2030) 606) yearly Lease
India, 380051 escalation agreement
@ 7% dated
September 22,
2025 to our
Wholly-owned
Subsidiary
Companies
including our
Step-Down
Subsidiaries
Company
July 04, Web Block D-604 6th Floor, 5 years 1,905 sq. ft. ₹0.076 per Registered
2025 Infoways Westgate, S. G. Highway, (from month Office of our
Near YMCA Club, Makarba, 15/02/2025 with company and
Jivraj Park, Ahmedabad, to yearly Sublet vide
Ahmadabad City, Gujarat, 14/02/2030) escalation Sub Lease
India, 380051 @ 7% agreement
dated
September 22,
2025 to our
Wholly-
Owned
Subsidiary
Companies
including our
Step-Down
Subsidiaries
Companies
April 24, Dharmesh Revenue Survey Number 28 Years 184095.16 Sq ₹0.033 per Solar power
2025 Ashokbhai 184, Ingorala village, lathi Ft. yearly plant (for
Makadiya Taluka, Amreli District, with Independent
and Bhargav Gujarat, India yearly Power
Chaturbhai escalation Producer
Kavar of 5% in model) will be
Every 4 constructed
Year
June 26, Hi-Mac Revenue Survey Number 28 Years 174278.474 ₹0.032 per Solar power
2025 Castings 174, Ingorala village, lathi Sq. Ft. year with plant (for
Private Taluka, Amreli District, yearly Independent
Limited Gujarat, India escalation Power
of 5% in Producer
Every 4 model) will be
Year constructed
September Ashwinbhai Revenue Survey Number 29 Years 182351.406 ₹0.21 Per Solar power
12, 2025 Ratilal Patel 102, Bhechada village, 11 Months Sq Ft. Year plant (for
& Dhrangadhra Taluka, (Rent Independent
Sangitaben Surendranagar District, Increase Power
Ashwinbhai Gujarat 4% Every Producer
Patel & 5 Year) model) will be
Omkumar constructed
Ashwinbhai
Patel
53Further, our Company has occupied following Co-working space which are being used as Branch offices for administrative
ease of the Management and our Company’s employees:
Sr. Date of Name of the Co- Address Fees of Co- Purpose
No Agreement/Coworking Working Partner working
Letter (₹in millions)
1 Leave and License Dinesh Vadilal Plot 542 Madhani Industrial ₹0.007 Virtual
Agreement dated July 07, Mehta Estate, Office no. 215, Senapati Office
2025 for a period of 11 Bapat Marg, Madhani Estate,
Months Dadar west, Mumbai -400028,
India
If we are unable to renew existing leases or negotiate new leases on commercially viable terms, we could face business
disruptions. In such cases, if we are unable to find alternative spaces with comparable size, location or cost, our operations
and financial results may be adversely affected.
In addition, any irregularities in the ownership or title of the leased property could disrupt our operations and may result in
significant legal expenses. Some lease agreements include penalties for delayed rent payments and predetermined rent
increases. These factors could affect our ability to assert legal rights over the premises and may result in higher operating
costs. If our sales do not grow in line with rising rental expenses, it could negatively impact our profitability.
Additionally, India lacks a centralised land registry system and property titles may be unclear or contested due to outdated,
incomplete, or locally maintained records, often in regional languages. Disputes may also arise over unpaid stamp duties or
missing regulatory approvals, which could render our lease documents unenforceable unless rectified through payment of
penalties and completion of formalities. Any legal complications concerning our leased premises could adversely impact our
business operations, financial condition, and overall prospects.
15. We engage in various transactions with related parties. The Percentage of total related party transaction to revenue from
operations is 2.23%, 6.12% and 19.33% for the financial year ended on March 31, 2025, 2024 and 2023 respectively Such
dealings with related parties, may give rise to conflicts of interest. There is no guarantee that the terms negotiated in these
transactions are as favourable as those we may have secured with independent, third-party entities.
We have conducted, and may continue to conduct, transactions with related parties. These arrangements carry the risk of
potential conflicts of interest between our Company and the related parties. We cannot assure you that the terms of such
related party transactions represent arm's length conditions or that more advantageous terms could not have been obtained
through negotiations with unaffiliated third parties.
The table below sets forth our related party transactions and as a percentage of our total revenue from operations in the fiscals
indicated.
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of total % of total % of total
Particulars ₹ in ₹ in ₹ in
Revenue from Revenue from Revenue from
million million million
operations operations operations
Related party transactions 66.52 2.23% 41.87 6.12% 80.87 19.33%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
For further details, see “Restated Financial Information – Related Party Disclosures – Note 42” and “Summary of the Offer
Document” on pages 351 and 25, respectively.
While we believe that all such related party transactions have been conducted on an arms-length basis and are in compliance
with the Companies Act, 2013, there can be no assurance that we could not have achieved more favourable terms had such
transactions not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related
party transactions in the future. While in terms of the Companies Act, 2013 and the SEBI Listing Regulations, certain related
party transactions require Board (audit committee) and Shareholders’ approval, there can be no assurance that these or any
future related party transactions that we may enter into, individually or in the aggregate, will not have an adverse effect on
our business, financial condition, results of operations and cash flows.
16. Our projects are exposed to various implementation and other risks and uncertainties in relation to our EPC, which may
adversely affect our business, results of operations, financial condition and cash flows.
54In relation to our EPC solutions, our operations are subject to various risks including execution risks inherent to engineering,
procurement, and construction (“EPC”) services, solar components price fluctuations, risks attributable to the construction
methodology involved, design risks, geo-political risks, and political risks.
In particular:
• We may encounter unforeseen engineering problems, disputes with workers, force majeure events and unanticipated costs
due to defective design, plans and specifications;
• We may not be able to obtain adequate capital or other financing at affordable costs or obtain any financing at all to complete
construction of any of our projects;
•We may experience shortages of, and price increases in, materials and skilled and unskilled labour, and inflation in key
supply markets;
• delays in completion and commercial operation could increase the financing costs associated with the construction and
cause our forecast budget to be exceeded;
• We may be subject to risk of accidents that may cause injury and loss of life, and severe damage to and destruction of
property and equipment;
• We may be exposed to issues in relation to the presence of defects in our raw materials, which can result in defects in the
final product, thereby compromising its quality and performance;
• We may experience operational risks in relation to the precise installation of solar power plant, as any misalignment can
lead to structural problems, thereby affecting its integrity and the functionality;
While we have not faced any instances of the abovementioned risks in the last three Fiscals which had an adverse impact on
our business, results of operations, financial condition and cash flows, we cannot assure you that such instances will not
occur in the future. Further, we undertake complex projects in new and unfamiliar locations, it exposes us to risks inherently
associated with complexity of integrating Solar Power Plant, technologies, and materials.
Furthermore, unconventional designs may lack established best practices, resulting in unforeseen challenges during the
construction phase, such as difficulties in logistics, site management, and quality control. Design-related risks also pose
significant challenges in these projects, particularly when the design deviates from standard practices. Unconventional
designs may not undergo rigorous testing or validation, which can lead to structural vulnerabilities or failures. Additionally,
changes in design during the construction phase, often driven by unforeseen site conditions or stakeholder demands, can
cause significant disruptions, impacting timelines and budgets. The complexity of coordinating with multiple disciplines
such as structural and mechanical heightens the risk of misalignment between design intent and execution, which may have
an adverse impact on our business, results of operations, financial condition and cash flows.
17. Our Company uses Solar EPC Model which includes ground-mounted and roof-top EPC projects, Catering to
Commercial and Industrial Players. If our clients are unable to efficiently acquire the land and obtain the approval of
land sites, finalize agreements with farmers or aggregators, or obtain any regulatory approvals pertaining to land, it could
significantly disrupt our development of solar EPC projects and thereby have a material adverse effect on our business,
financial condition, results of operations and cash flows.
According to Care Report, The C&I segment is increasingly looking at procuring solar power for their operations either
through rooftop solar projects or through open access. This preference is being driven by the following factors:
a) Commitment of corporates to decarbonizing their operations and supply chains, driven by environmental, social, and
governance (ESG) considerations;
b) Improvement in economic viability given the decline in project costs
Considering that the C&I segment consumes more than half of the power consumed in the country, the growing preference
of this segment towards renewable energy will drive solar capacity additions. (Source: CARE Report).
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
55model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
Our client provides with pre-developed land, where we install solar infrastructure and connect them to the grid. Here our
client identifies the land and obtains the necessary approvals, reducing project development timelines and risks associated
with land acquisition. We do not acquire the identified land and the land is acquired by our clients directly from the owners
of such land.
Since commencement of operations, we have not experienced any material issues in which client would have faced any
issues in relation to land acquisition, the approval of land sites, finalizing of agreements with farmers or aggregators, or
obtaining any regulatory approvals pertaining to the land. If were to experience any such issues in the future, it could have a
material adverse effect on our business, financial condition, results of operations, and cash flows.
18. There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of
statutory dues by us in future, could result in the imposition of penalties, which could have an adverse effect on our
financial condition, results of operation and cash flows.
We are required to pay certain statutory dues, including provident fund contributions and employee state insurance
contributions under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and the Employees’ State
Insurance Act, 1948, respectively, professional taxes, gratuity and tax deducted at source. We are also required to pay
additional statutory dues, including applicable goods and services and value added tax.
As at the date of this Draft Red Herring Prospectus, our Company incorporated have paid all statutory dues for the Fiscals
2025, 2024 and 2023. However, there have been some delays in the payment of statutory due for those fiscal years.
The table below sets out details of the delays in statutory dues payable by our Company during the Fiscals 2025, 2024 and
2023:
1. The details of delays in filing GST returns, including the period of delay, return filing date delays, are as follows:
Financial Return Total Number Establishments Status Reason for
Year Type of with Delayed Month Establish Period of Filing such a delay
Establishments Filings ments Delay date
(in days)
22-23 GSTR 1 1 March Gujarat 8 28/04/202 Delay was
3B 3 due to
reconciliatio
n of relevant
figures being
in progress.
2. The details of delays in filing EPF & ESIC returns including the period of delay, payment dates delays are as follows:
EPF
Financial Amount Month to which the Due Date Period of Payment Reason for
Year Payable amount relates Delay date such a delay
(In Millions)
NA
ESIC
56Financial Amount Month to which the Due Date Period of Payment Reason for
Year Payable* amount relates Delay date such a delay
(In Millions)
22-23 Negligible May-22 15/06/2022 1 Day 16/06/2022 The delay
occurred as
22-23 Negligible Aug-22 15/09/2022 5 Day 20/09/2022
no officer
22-23 Negligible Oct-22 15/11/2022 1 Day 16/11/2022
had been
22-23 Negligible Nov-22 15/12/2022 2 Day 17/12/2022 appointed at
the relevant
22-23 Negligible Dec-22 15/01/2023 1 Day 16/01/2023
time to
22-23 Negligible Mar-23 15/04/2023 11 Day 26/04/2023 oversee these
23-24 Negligible Apr –23 15/05/2023 2 Day 17/05/2023 compliances
23-24 Negligible Jun –23 15/06/2023 10 Day 25/06/2023
23-24 Negligible Jul –23 15/08/2023 30 Day 14/09/2023
23-24 Negligible Aug-23 15/09/2023 14 Day 29/09/2023
23-24 Negligible Sept-23 15/10/2023 2 Day 17/10/2023
23-24 Negligible Oct-23 15/11/2023 5 Day 20/11/2023
23-24 Negligible Dec-23 15/12/2023 2 Day 17/12/2023
23-24 Negligible Jan-24 15/02/2024 1 Day 16/02/2024
*Delay amount of less than ₹ 50,000, is treated as negligible
3. The details of delays in filing TDS/TCS returns, including the number of Instances, are as follows:
26Q 24Q Payment
Financial Range of Range of Amount Range of Reason for such
No. of No. of No. of a delay
Year Delay in Delay in Payable (In Delay in
Instances Instances Instances
days days Millions) days
The delays
occurred as
the
reconciliation
22-23 2 2-98 days - - 0.00 2 2-98 days
of the relevant
figures was in
progress at
that time.
The delay
occurred due
to technical
23-24 1 1 DAY - - 0.00 1 1 DAY issues
encountered
while filing
the return.
The table sets forth the mitigating steps taken by our company to correct such delays:
Sr. Nature of Financial year to which Corrective Actions Taken by the
Reason for Delay
No. Statutory Dues it relates Company
The reconciliation of
Such reconciliations are now being
the relevant figures
1 GSTR 3B 22-23 planned well in advance to avoid any
was in progress at
delays in future.
that time
ESIC No proper officer had To ensure timely adherence, A
2 22-23
PAYMENT been appointed at the dedicated professional compliance
relevant time to officer has now been appointed to
ESIC
3 23-24 oversee these monitor and oversee all relevant
PAYMENT
compliances compliances.
57The reconciliation of
Such reconciliations are now being
the relevant figures
4 TDS RETURN 22-23 planned well in advance to avoid any
was in progress at
delays in future.
that time
Returns are being filed significantly
Technical issues
ahead of the relevant due dates to
5 TDS RETURN 23-24 encountered while
minimise the risk of technical issues
filing the return
causing delays
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025
The instances of non-payment or defaults in the payment of statutory dues by the Company were in part due to technical
errors experienced when trying to make payment through the relevant online portal, reliance on frequently malfunctioning
third-party software, public holidays affecting banking and processing timelines, and missing, incomplete, or incorrect
documentation.
19. One of the members of our Promoter Group has no relationship with two of our Promoters, Chiragbhai Dineshbhai
Kalariya and Archanaben Kalariya, therefore we will not be able to obtain any details regarding this member of Promoter
Group and its related entities which are required to be disclosed in relation to Promoter Group under the SEBI ICDR
Regulations. The disclosures relating to this member of the Promoter Group has been included in this Draft Red Herring
Prospectus based on information available in public domain. Accordingly, we cannot assure you that the disclosures
relating to such member of our Promoter Group is accurate, complete, or updated. Further, details in relation to
Connected Persons or entities which may qualify as a member of our Promoter Group have not been disclosed in this
Draft Red Herring Prospectus.
In connection with the Issue, the Company is required to identify persons and entities, in accordance with the requirements
of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company. Also, in terms
of the said regulation, (i) any body corporate in which 20% or more of the equity share capital is held by any Related
Individual or a firm or a Hindu Undivided Family in which any of the Related Individual is a member; (ii) any body corporate
in which a body corporate mentioned in (a) above, holds 20% or more of its equity share capital; and (iii) any Hindu
Undivided Family or firm in which the aggregate share of the Promoter and that of the Related Individual is equal to or more
than 20% of the total capital, also forms part of our Promoter Group (collectively, the ‘Connected Persons’). Accordingly,
Hetal Kalariya (Related Individual), being the sister of Chiragbhai Dineshbhai Kalariya and Sister-in -law of Archanaben
Kalariya, qualifies to be one of the Promoter Group members. However, due to longstanding Internal Family differences,
there are no relation between Hetal Kalariya (Related Individual), with Chiragbhai Dineshbhai Kalariya and Archanaben
Kalariya, we will not be able to obtain any details regarding the Related Individual and their related entities for disclosures
which are required to be included in relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring
Prospectus. For further details, see “Our Promoters and Promoter Group – Our Promoter Group’ and ‘Outstanding Litigation
and Material Developments – Litigation involving our Promoters’ on page 313 and 395 respectively.
Further, as per Regulation 300(1)(c) of the SEBI ICDR Regulations, an Exemption Application letter dated July 17, 2025
was filed with SEBI for relaxation of the strict enforcement of Regulation 2(1)(pp) of the SEBI ICDR Regulations with
regard to identification of and disclosures relating to Hetal Kalariya and their related entities as members of the Promoter
Group of our Company.
In furtherance of the Exemption Application, we had received a query from SEBI dated August 07, 2025 seeking certain
clarifications, to which a reply has been filed dated August 14, 2025 as a response to the clarifications sought
The Exemption Application is pending as on date of filing of this Draft Red Herring Prospectus with SEBI. Since our
Company has not been able to procure relevant information, from, and in relation to, the Related Individual and Connected
Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related
Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and to the extent
the information was available and accessible in the public domain including but not limited to the information published on
the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) TransUnion CIBIL Limited
(CIBIL) (accessible at https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible at
https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
Given that the information related to the Related Individual included in this Draft Red Herring Prospectus is solely based on
the information which was available and accessible in the public domain, our Company has not ascertained the veracity or
completeness of the information or if such information is updated. Our Company will also not be in a position to ascertain
any subsequent developments in relation to the information of the Related Individual. Accordingly, details in relation to the
Connected Persons, which may qualify as a member of our Promoter Group have not been disclosed in this Draft Red Herring
Prospectus.
5820. The knowledge and experience of two of the present promoters of our Company is limited in EPC of Solar Power Projects
Industry.
The knowledge and experience of two of the present promoters of our Company, Archanaben Kalariya, Executive Director
and Bhargav Chaturbhai Kavar, Executive Director and Chief Financial Officer is limited in EPC of Solar Power Projects
Industry. Their experience in managing and being instrumental in the growth of our Company is limited to the extent of their
knowledge and experience in this industry, the overall experience in our Solar EPC Industry is 3 years and 2 years of
Archanaben Kalariya and Bhargav Chaturbhai Kavar respectively and we cannot assure that this will not affect our business
growth. Although our two of the Promoters, Directors and key managerial personnel, Dharmesh Ashokbhai Makadiya and
Chiragbhai Dineshbhai Kalariya has an experience of around 12 years and 5 years respectively in the industry in which our
Company operates. For further details of our other directors and key managerial personnel, please refer chapter titled “Our
Management” beginning on Page 284 of this Draft Red Herring Prospectus.
21. Few of our Promoter Group Entities, Subsidiary Company including Step Down Subsidiary Companies and Associate
Entity are in the same line of business and consequently the interest of these entities may be in conflict with the interest
of our Company.
Few of our Promoter Group Entities, Subsidiary Company including Step Down Subsidiary Companies and Associate Entity
are engaged in businesses similar to our business or have interests in other companies and entities that may compete with us.
As a result, conflicts of interest may arise in allocating or addressing business opportunities and strategies among us and
other few of our Promoter Group Entities, Subsidiary Company including Step Down Subsidiary Companies and Associate
Entity in circumstances where our interests differ from theirs. There can be no assurance that such Promoter Group Entities,
Subsidiary Company including Step Down Subsidiary Companies and Associate Entity will not compete without existing
business or any future business that we may undertake, or that their interests will not conflict with ours.
We have not entered into any non-solicitation or non-compete agreement with any Promoter Group Entities, Subsidiary
Company including Step Down Subsidiary Companies and Associate Entity. There is no assurance that such a conflict will
not arise in the future, or that we will be able to suitably resolve any such conflict without an adverse effect on our business
or operations. There can be no assurance that Promoter Group Entities, Subsidiary Company including Step Down Subsidiary
Companies and Associate Entity will not provide comparable services, expand their presence, solicit our employees or
acquire interests in competing ventures, in the locations or segments in which we operate. A conflict of interest may occur
between our business and the business of Promoter Group Entities, Subsidiary Company including Step Down Subsidiary
Companies and Associate Entity, which could have an adverse effect on our business, prospects, results of operations and
financial conditions. For further details, see “Our Subsidiaries and Associates” and “Our Promoter and Promoter Group” on
page 276 and 309 of this Draft Red Herring Prospectus.
22. Our business operations are significantly dependent on clients operating in specific industries, primarily the Ceramics
and Textile industries. In the event of an industry-specific recession affecting these sectors, our clients may reduce or
defer capital expenditure, including investments in solar infrastructure. Such a reduction in demand could materially
and adversely affect our revenue from operations, profitability and overall financial performance.
We have set below the industries where our Solar EPC projects are used and the revenues generated from them:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of
% of revenue
Particulars revenue revenue
₹ in million ₹ in million ₹ in million from
from from
operations
operations operations
Ceramic Industry 1,393.69 46.64 % 1.66 0.24 % 45.14 10.79 %
Textiles Industry 1,142.00 38.23 % 512.80 74.94 % 238.37 56.98 %
Polymer Industry 173.06 5.79 % 80.20 11.72 % 22.70 5.42 %
Engineering 120.50 4.03 % 64.15 9.38 % 47.31 11.31 %
Chemical Industry 5.06 0.17 % - - - -
Paper Industry 119.00 3.98 % - - - -
Oil Industry - - - - 3.49 0.83 %
Pharma Industry - - - - 25.05 5.99 %
Total Industry Wise
2,953.31 98.84 % 658.81 96.28% 382.06 91.32%
Revenue*
Total Revenue 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
59*The above table represents the revenue generated from Solar EPC projects from various industries, however, there are
revenue from operation from O&M services and trading of solar components for which our Company cannot identify the
industry specifics.
Our business operations are significantly dependent on clients operating in specific industries, primarily the Ceramics and
Textile industries. These sectors form a major part of our customer base for solar EPC projects. In the event of an economic
slowdown, industry-specific recession, or adverse regulatory changes impacting these sectors, our clients may reduce,
postpone, or cancel capital expenditure plans, including investments in solar energy infrastructure. Such developments could
lead to reduced demand for our services, which may materially and adversely affect our revenue from operations, margins,
cash flows, and overall financial performance. Our concentration in a limited number of end-use industries increases our
exposure to sector-specific risks and may impact the long-term stability and growth of our business.
23. If our costs exceed our estimated costs under fixed-price EPC orders, it could have a material adverse effect on our
business, financial condition, results of operations and cash flows.
We typically receive fixed-price orders for which letter of intent is executed with most of our clients for our EPC services.
Therefore, our profitability largely depends on our ability to manage costs relating to our EPC services. If we miscalculate
or misjudge and incorrectly factor the costs of construction, development and prices of the components, the economics of
successful bids may be affected, and the projects may become economically unviable.
Our most significant cost is the purchases of stock-in-trade, including solar modules, inverters and trackers, the prices of
which are subject to volatility.
According to CARE Report, the high upfront costs of solar power systems, including panels, batteries, and inverters, can
deter potential buyers. However, these costs can be mitigated through financing options and government incentives, such as
tax credits and rebates. Installation can be complex and costly, especially when integrating various components. Professional
installation is essential to ensure optimal performance and prevent damage (Source: CARE Report).
The table below sets forth our (i) purchases of stock-in-trade, (ii) changes in inventories of stock-in-trade (together “Stock-
in-trade Used”), including Stock-in-trade Used for trading of solar components and Stock-in-trade Used for EPC services,
including solar modules and Trading of goods; for the fiscal years indicated.
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Purchases of stock-in-trade [A] 2,565.32 665.64 278.24
Changes in inventories of stock-in-trade [(increase)/
(127.14) (70.38) 61.91
decrease)] [B]
Stock-in-trade Used [C = A + B] 2,438.18 595.26 340.15
Of which:
Stock-in-trade: Used for the trading of goods[D] 1.39 14.64 7.84
Stock-in-trade: Used for EPC services [E] 2,436.79 580.62 332.31
Stock-in-trade Used for EPC services & Trading of
2,438.18 595.26 340.15
goods [F = D+E]
Revenue from EPC Orders [G] 2,953.31 658.81 382.06
Revenue from Trading of Goods [H] 6.53 18.46 33.47
Stock-in-trade for EPC services & Trading of Goods as a
percentage of Total revenue from operations [I = 82.38% 87.89% 81.86%
F/(G+H)]
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Set forth below is a table showing our EBITDA Margin (as defined below) for the fiscal years indicated.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
EBITDA Margin* (%) 11.85% 7.02% 1.36%
Notes:
*EBITDA Margin is calculated as EBITDA (calculated as profit before tax less other income plus finance cost plus
depreciation and amortisation expense (“EBITDA”)) divided by revenue from operations.
As shown by our increasing EBITDA Margin in the table above, we have been able to manage costs within our estimates.
However, if this trend of managing costs within our estimates were to reverse, and our actual costs consistently exceed our
60estimates, it could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
For further details in relation to rationale for increase in EBITDA Margin, see “EBIT, EBITDA and EBITDA Margin’ on
page 365.
24. We could be subject to unforeseen costs, liabilities or obligations when providing operations and maintenance services.
In addition, certain of our operations and maintenance services agreements include provisions permitting the
counterparty to terminate the agreement without cause, which if right is exercised could adversely affect our results of
operations and cash flows.
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report). During Fiscal 2025, we provided O&M
services for 44 solar power plants with a total installed capacity of 127.79 MW DC and 107.98 MW AC. We carry out
complete O&M services for almost all our EPC Solar projects, however, few of the clients outsource O&M services to other
agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to supervise these operations. We
manage our O&M services (technical and non-technical manpower) as per our clients’ O&M requirements. Our O&M
services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels, invertors, cables and
other equipment and security of the power plant, the O&M activities may also vary on the basis of the agreements entered
by our Company with the clients as per their requirements. Our Company also takes the initiative of monitoring power plant
generation on daily basis and the noting is prepared and submitted to the clients. As on August 31, 2025, our Company has
entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax Cotspin Private Limited,
Fiotex Cotspin Private Limited and Shaldip Coating LLP. For more details, see “Our Business-Operation and
Maintenance” on page 223.
When entering into new O&M agreements, we generally base the prices we charge our clients on the current costs of
providing these services to our already existing clients. Our O&M agreements generally include periodic escalation clauses
to account for cost increases over the duration of the agreement. Because of the potentially long-term nature of these O&M
contracts, if the O&M costs increase at a faster rate than the price increases provided in the periodic escalation clause, it
could have an adverse effect on our results of operations and cash flows.
The table below sets forth our revenue from O&M services and such amounts as a percentage of our revenue from operations
for the fiscal years indicated below:
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from O&M services 28.18 6.99 2.83
Revenue from O&M services as a percentage of revenue 0.94 % 1.02 % 0.68 %
from operations (%)
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
In addition, certain of our O&M agreements include provisions allowing the counterparty to terminate the agreement by
notice, either without cause or for convenience. Under these provisions, we are generally able to recover the full payment
due up until the date of termination, although we may not receive the full payment that would have been owed for the
remainder of the contract term. Since commencement of providing O&M services, no client has terminated an O&M
agreement, it has with us. The exercise of such termination rights in the future, or the use of such rights as leverage to re-
negotiate terms and conditions of the O&M contract, including pricing terms, could adversely affect our results of operations
and cash flows.
25. Certain of our Promoters, who are also Directors, may be interested in us other than in terms of remuneration and
reimbursement of expenses, and this may result in conflict of interest with us.
Certain of our Promoters, who are also our directors, are interested in us, in addition to regular remuneration or benefits and
reimbursement of expenses. For instance, we pay rent to our Promoters, Dharmesh Ashokbhai Makadiya (Chairman and
Managing Director) and Bharghav Chaturbhai Kavar (Executive Director and Chief Financial officer) for lease of our Solar
Power plant (Independent Power Plant) at Revenue Survey Number 184, Ingorala village, lathi Taluka, Amreli District,
Gujarat. For further details with respect to property details and rent, please see chapter titled “Our Business - Leased
Property on page no. 258 of this Draft Red Herring Prospectus. For Fiscal 2025, our Company has not paid any rent to
Dharmesh Ashokbhai Makadiya and Bharghav Chaturbhai Kavar. Further, our Promoters (in addition to their remuneration
61and reimbursement of expenses) and Promoter Group hold Equity Shares in our Company and are therefore interested in
our Company’s performance. The shareholding of our Promoters also allows them to exercise significant influence over us.
For further information, see “Our Promoters and Promoter Group –Interests of our Promoters” and “Our Management –
Interest of Directors” on pages 310 and 292.
26. Any constraints in the availability of the electricity grid, including access to transmission lines in a timely and cost-
effective manner, could materially and adversely affect our business, financial condition, results of operations and cash
flow.
Power projects rely on transmission lines and other transmission and distribution facilities to transmit power to electricity
grids. Transmission and distribution facilities are typically owned and operated by state governments or public entities.
According to CARE Report, a transmission line is used for transmitting electrical power from a generating substation to
several distribution units. India’s power transmission system has seen robust growth driven by growing demand. Total
transformation capacity addition during the May 2025 was 3,150 MVA. Whereas the transformation line capacity is at
13,54,103 MVA as of May 2025. In India, the Electricity Act, 2003 governs the generation, transmission, distribution,
exchange, and use of electricity. It also establishes a complex system of bodies to administer the Electricity Act's functions
(Source: CARE report). If construction of power projects in an area outpaces the transmission capacity of the electricity
grid in that area, we cannot assure you that the relevant government or public entity will upgrade the grid infrastructure in
a timely manner, or at all, which in turn could have a material adverse effect on the solar power industry in that area, and
consequently on our business, financial condition, results of operations and cash flow.
Moreover, delays or inefficiencies in the upgrade and maintenance of transmission infrastructure can lead to significant
bottlenecks, resulting in the inability to deliver generated power to the grid. Such situations can cause operational disruptions
and financial losses due to unutilized capacity and contractual penalties for non-supply of power. Additionally, the costs
associated with transmission infrastructure, including grid connection charges and wheeling charges, can be substantial.
These costs can fluctuate based on regulatory changes and policies set by the state governments or public entities.
Furthermore, the lack of a robust and extensive transmission network can lead to increased reliance on alternative and
potentially more expensive solutions, such as localized storage systems or private transmission arrangements, further
escalating operational costs. The dependence on state-operated transmission networks also introduces regulatory risks, as
changes in government policies, delays in regulatory approvals, or political instability can directly affect grid access and
operational efficiency.
Since commencement of business, our business has not been materially adversely affected by the availability of the
electricity grid in an area. However, any future constraints in the availability of the electricity grid, including restrained
access to transmission lines in a timely and cost-effective manner, could materially and adversely affect our business,
financial condition, results of operations and cash flow.
27. We have been required to purchase solar modules from manufacturers included in the “Approved List of Models and
Manufacturers” issued by the Ministry of New and Renewable Energy, Government of India. If the list of approved
manufacturers of solar modules is decreased to a material extent, it could limit our ability to obtain the solar modules in
the quantities we need at commercially reasonable rates to complete our projects, which could have a material adverse
effect on our business, financial condition, results of operations and cash flows
The Ministry of New and Renewable Energy (MNRE) introduced a regulatory mechanism in 2019 to ensure that reliable,
high-quality, tested and certified solar photovoltaic (PV) modules are used in solar projects. It was introduced to address
concerns over poor-quality imports, promote domestic manufacturing under Make in India, and build a long-term reliable
domestic market of solar assets. This list includes approved models and manufacturers that meet specified technical and
quality standards like BIS certification, and the projects using modules from the ALMM are eligible for government
schemes or incentives. This initiative has improved reliability, boosted domestic manufacturing, enhanced transparency for
developers, and supports India’s energy security and self-reliance goals (Source: CARE Report).
We have been required to purchase solar modules from manufacturers included in the “Approved List of Models and
Manufacturers” issued by the Ministry of New and Renewable Energy, Government of India. This list comprises Indian
manufacturers only, whose products meet stringent quality standards and have been approved for use in solar projects. There
have been no material decrease in the number of manufacturers included in the “Approved List of Models and
Manufacturers”. However, if in the future, the list of approved manufacturers of solar modules is decreased to a material
extent, it could limit our ability to obtain the solar modules in the quantities we need at commercially reasonable rates to
complete our projects, which could have a material adverse effect on our financial condition, results of operations, and cash
flows.
28. We may not be successful in implementing our growth strategies, such as expansion of our Independent Power producer
62(IPP), could have a material adverse effect on the growth of our business.
The success of our business depends on our ability to effectively manage our business and implement our strategies. As
part of our growth strategies, we plan to utilize our expertise in setting up renewable energy projects on a turnkey basis and
our asset management capabilities to develop solar power projects through Independent Power Producer (IPP).
Current Initiatives
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply
chain, and promote diversification with following expansion into different business model:
Third-Party Sale:
Consumer signs Power Purchase Agreement (PPA) in Independent Power Producer (IPP) segment.
According to CARE Report, IPP in solar stand for an Independent Power Producer, that a private developer or operator
builds, owns, finances, and operates solar energy generating assets and sells power through long-term PPAs that it
distributes to utilities or commercial and industrial users. The different models in which an IPP functions is based on how
the power generated is sold or distributed. Solar capacity has grown more than 35 times from 2.82 GW in 2014 to 105.65
GW in 2025, and this policy-driven expansion has also supported the growth of IPPs in the sector (Source: CARE report).
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of solar
power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with an installed
capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number was 137 and
New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village, Dhrangadhra
taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning certificate from
Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled “Government and other
approvals” on page no. 399 of this Draft Red Herring Prospectus.
• Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power Project for
which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number 174, Ingorala
village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning certificate from
Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated July 10, 2025, for
further details see chapter titled “Government and other approvals” on page no. 401 of this Draft Red Herring Prospectus,
further our Company is yet to enter into any PPA Agreement with the clients for sale of solar power.
• Our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy
Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September
01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose vehicle, in which
we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further details, please see chapter
titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring Prospectus.
For further details, see “Our Business – Our Strategies” on page 231 of this Draft Red Herring Prospectus.
In pursuing our growth strategies, we will require significant capital investments, which could have a material adverse effect
on financial condition and results of operations. We will continue to incur significant expenditure in maintaining and
growing our existing infrastructure and developing and implementing new technologies as part of our strategy. To support
our strategy of expanding our solar power project through IPP, we may need to secure additional funding for both working
capital and long-term business objectives, also to incorporate a special purpose vehicle. Further, we cannot assure you that
we will have sufficient capital resources for our current operations or any future expansion plans that we could have. If our
internally generated capital resources and available credit facilities are insufficient to finance our capital expenditure and
growth plans, we could, in the future, have to avail additional financing from banks and financial institutions. Our ability
to arrange financing and the costs of capital of such financing are dependent on numerous factors, including general
economic and capital market conditions, credit availability from banks, investor confidence, and the continued success of
our operations. If we decide to meet our capital requirements through availing sanctioned debt facilities, we could be subject
to certain restrictive covenants.
63We could also be exposed to certain risks, including difficulties arising from operating a larger and more complex
organisation; the failure to efficiently and optimally allocate management, technology and other resources across our
organisation; the failure to compete effectively with competitors; the inability to control our costs; unexpected delays in
completing projects; delays in the granting of regulatory approvals; and unforeseen legal, regulatory, property, labour or
other issues. Any changes in government policies or lack of regulatory support could adversely affect these projects,
potentially leading to increased costs, delays, or even project cancellations.
There can be no assurance that our growth strategies will be successfully implemented or completed or that if completed,
they will result in the anticipated growth in our revenues or improvement in our results of operations. We also cannot assure
you that we will be able to continue to expand further, or at the same rate. Further, we expect our growth strategies to place
significant demands on our management, financial and other resources and require us to continue developing and improving
our operational, financial and other internal controls. We cannot assure you that our existing or future management,
operational and financial systems, procedures and controls will be adequate to support future operations or establish or
develop business relationships beneficial to future operations. Failure to manage growth effectively could have an adverse
effect on our business, financial condition, results of operations and cash flows.
29. We have incurred financial indebtedness, also certain of our financing arrangements involve variable interest rates and
an increase in interest rates may adversely affect our results of operations and financial condition.
Our company operates in the industry which is working capital intensive in nature and we fund a part of our operations
through financing from banks, Promoters and other institutions. As at August 31, 2025, we had total financial indebtedness
of ₹42.70 million. For further information on our total borrowings, see “Financial Indebtedness” on page 392 of this Draft
Red Herring Prospectus. We usually finance our working capital requirements mainly through our internal accruals and
arrangements with banks. Our ability to borrow and the terms of our borrowings will depend on our financial condition, the
stability of our cash flows and our capacity to service debt in a rising interest rate environment. If our future cash flows
from operations and other capital resources are insufficient to pay our debt obligations or our contractual obligations, or to
fund our other liquidity needs, we may be forced to sell assets or attempt to restructure or refinance our existing
indebtedness. Our ability to restructure or refinance our debt will depend on the condition of the capital markets, our
financial condition at such time and the terms of our other outstanding debt instruments.
Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants,
which could further restrict our business operations. We are susceptible to changes in interest rates and the risks arising
therefrom. Certain of our financing agreements provide for interest at variable rates and the lenders are entitled to charge
the applicable rate of interest, which is a combination of a base rate/MCLR rate that depends upon the policies of the RBI
and a contractually agreed spread. Any increase in interest rates may have an adverse effect on our business, results of
operations, cash flows, and financial condition.
30. We face significant competitive pressures in our business. Our inability to compete effectively would be detrimental to
our business and future prospects.
According to CARE Report, the competitive landscape in the solar EPC industry is dynamic and evolving. The market is
witnessing strong competition based on factors such as product features, pricing, brand reputation, after-sales service, and
technological advancements. While established brands hold significant market share, emerging players are challenging the
status quo with innovative solutions and competitive pricing (Source: CARE report). Our business may face significant
competition from domestic companies. Few of our competitors may win market share from us by providing lower cost
services to our clients, with or without adversely affecting their profit margins or by offering technologically advanced
services.
Even if our offerings address industry and customer needs, our competitors may be more responsive to these needs and
more successful at providing the services. If we are unable to provide our clients with superior services at competitive
prices, we could lose clients, market share or be compelled to reduce our prices, thereby adversely affecting our business,
results of operations and financial condition. Our profitability and growth can also be affected by other competitive
pressures such as competition for skilled engineering and technology professionals with a proven delivery track record. For
further details of our competitors KPIs, see “Basis for Issue Price – Comparison of accounting ratios with listed industry
peers ” on page 123. Our competitors’ actions, including expansion of their operations to newer geographies or product
segments in which we compete, or the entry of new competitors into one or more of our markets could cause us to lower
prices in an effort to maintain our sales volume. Any of the aforementioned factors could adversely affect our business,
results of operations, financial condition and cash flows.
31. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised. Any variation in the
utilisation of the Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance
requirements, including prior Shareholders’ approval.
64We intend to utilise the Net Proceeds to fund the long-term working capital requirements of our Company and general
corporate purposes. For further details, see “Objects of the Issue – Utilisation of Net Proceeds” on page 108 of this Draft
Red Herring Prospectus. Our funding requirements and the proposed deployment of the Net Proceeds have not been
appraised and it is based on management estimates.
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the SEBI ICDR Regulations, we cannot undertake
any variation in the utilisation of the Net Proceeds as disclosed in this Draft Red Herring Prospectus without obtaining the
Shareholders’ approval through a special resolution. In the event of any such circumstances that require us to undertake
variation in the disclosed utilisation of the Net Proceeds, we may not be able to obtain the Shareholders’ approval in a
timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect our business
or operations. Further, our Promoters or controlling shareholders would be required to provide an exit opportunity to the
shareholders who do not agree with our proposal to change the objects of the Issue or vary the terms of such contracts, at a
price and manner as prescribed by SEBI. Additionally, the requirement on Promoters or controlling shareholders to provide
an exit opportunity to such dissenting shareholders may deter the Promoters or controlling shareholders from agreeing to
the variation of the proposed utilisation of the Net Proceeds, even if such variation is in the interest of our Company. Further,
we cannot assure you that the Promoters of our Company will have adequate resources at their disposal at all times to enable
them to provide an exit opportunity at the price prescribed by SEBI. In light of these factors, we may not be able to undertake
variation of objects of the Issue to use any unutilized proceeds of the Fresh Issue, if any, even if such variation is in the
interest of our Company. This may restrict our Company’s ability to respond to any change in our business or financial
condition by re-deploying the unutilised portion of Net Proceeds, if any, or varying the terms of contract, which may
adversely affect our business, financial condition, results of operations and cash flows.
32. Our Company has availed certain unsecured borrowings which are repayable on demand. Any such demand may
adversely affect our business, cash flows, financial condition and results of operations.
Our Company has availed certain unsecured borrowings which are repayable on demand, with or without the existence of
an event of default.
The table below sets out the details of the unsecured borrowings by our Company as of August 31, 2025:
(₹ in million)
Category of Borrowings Sanctioned amount as Outstanding
at August 31, 2025 amount as at August
31, 2025
Unsecured Loans
Unsecured Loans from Directors
- Archanaben Chiragbhai Kalariya 13.03 13.03
-Bhargav Chaturbhai Kavar 6.45 6.45
-Dharmesh Ashokbhai Makadiya 15.75 15.75
- Chiragbhai Dinehsbhai Kalariya 3.72 3.72
Total 38.95 38.95
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
For further details in relation to our indebtedness, please see section titled “Financial Indebtedness” on page 392. In the
event that our lenders seek a repayment of their respective loans, we 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 procure such financing, we may
not have adequate funds to undertake new initiatives or complete our ongoing strategies. As a result, any such demand for
repayment of unsecured borrowings may adversely affect our business, cash flows, financial condition and results of
operations.
33. We are exposed to counterparty credit risk and any delay in receiving payments or non-receipt of payments may adversely
impact our results of operations.
Due to the nature of, and absence of any long-term arrangements with the clients, we are subject to counterparty credit risk
and a significant delay in receiving large payments or non-receipt of large payments may adversely impact our results of
operations. While there has been no instance in the last three Fiscals where a large payment from any of our client was
delayed for a long period of time which impacted our financials, cash flows or business, there is no assurance that material
delay with respect to payments from any client will not happen in the future.
65The table below sets forth details of our credit cycle, as well as our trade receivables, in the corresponding years:
Particular For the year ended March 31,
2025 2024 2023
Average credit cycle (number of days)* 5.69 14.30 22.78
Trade receivables (₹ million) 49.50 43.60 10.00
Trade receivables, as a percentage of Revenue from Operations (%) 1.66% 6.37% 2.39%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*Average credit cycle is calculated as (average accounts receivable / total sale) x 365.
Our operations involve extending credit to certain of our clients in respect of Solar EPC Projects and consequently, we face
the risk of the uncertainty regarding the receipt of these outstanding amounts. We cannot assure you that we will accurately
assess the creditworthiness of our clients. Further, macroeconomic conditions, such as a potential credit crisis in the global
financial system, could also result in financial difficulties for our clients, including limited access to the credit markets,
insolvency or bankruptcy. Such conditions could cause our clients to delay payment, request modifications of their payment
terms, or default on their payment obligations to us, all of which could increase our receivables. While there has been no
instance in the last three Fiscals where our client could not fulfil its payment obligations on account of any financial crisis
or insolvency or bankruptcy, there is no assurance such instance will not happen in the future. In the event our clients fail
to fulfil their payment obligations, our business and results of operations will be adversely affected.
34. Our business is manpower intensive. Our business may be adversely affected by work stoppages, increased wage demands
by our employee, if we are unable to engage new employees at commercially attractive terms.
Our operations are manpower intensive and we are dependent on our construction staff for a significant portion of our
operations to construct the EPC solar power projects at various locations. The success of our operations depends on the
availability of and maintaining good relationships with our workforce. Shortage of workforce or disruptions caused by
disagreements with workforce could have an adverse effect on our business, results of operations, financial condition and
cash flows. While we have not experienced any employees unrest in the last three Fiscals, which had an adverse impact on
our business, results of operations, financial condition and cash flows, we cannot assure you that we will not experience
disruptions in work or our operations due to disputes, strikes, work stoppages, work slow-downs or lockouts at our
operational units or other problems with our work force, which may adversely affect our ability to continue our business
operations. Any employees’ unrest could directly or indirectly prevent or hinder our normal operating activities, and, if not
resolved in a timely manner, could lead to disruptions in our operations.
Our success also depends on our ability to attract, hire, train and retain skilled engineering procurement and construction
personnel. Our inability to recruit, train and retain suitably qualified and skilled personnel could adversely impact our
business, results of operations, financial condition and cash flows. As at August 31, 2025, we were supported by 137
employees. For further details, see “Our Business – Human Resource” on page 253 of this Draft Red Herring Prospectus.
The following table sets forth the details regarding rate of attrition of our employees in the years indicated below:
Attrition Rate For the period For the year For the year For the year
ended August ended March ended March ended March
31, 2025* 31, 2025 31, 2024 31, 2023
Attrition Rate (%)(1) 10.53% 11.51% 3.17% 32.00%
No. of employees who resigned 12 8 1 4
during the period
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
(1)Calculated as the number of employees that left during a period over the average number of employees for the period.
The average number of employees for a period is calculated as the average of the number of employees at the beginning of
the period and the number of employees at the end of the period.
*Kindly note that list of employees is provided as at August 31, 2025, hence, the attrition period is also taken for August
31, 2025.
We cannot assure you that attrition rates for our employees will not increase. Further, we are subject to stringent employee
related laws, and any violation of these laws may lead regulators or other authorities to order a suspension of certain or all
of our operations. We may need to increase compensation and other benefits either to attract and retain key personnel or
due to increased wage demands by our employees that may adversely affect our business, results of operations, financial
condition and cash flows.
66The following table sets forth the details regarding our employee benefits expense in the years indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Employee benefits expense (₹ million) 28.09 11.54 5.14
Employee benefits expense as a percentage of the total expenses 1.06% 1.81% 1.24%
Employee benefits expense may not assure that there will be no attrition in the future. While the attrition rate in our
employees has not been significantly high, there can be no assurance that this rate will not increase in the future. In the
event that the attrition rate increases and our Company is unable to find suitable replacement with similar or improved skill
set, it may lead to an adverse effect on the operations of the Company. While there have been no such instances in the last
three Fiscals, we cannot assure that increased attrition rate will not impact the operations of our Company.
35. Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or
at all, may adversely affect our business, financial condition, results of operations and cash flows.
We require various statutory and regulatory permits, approvals, licenses, registrations and permissions for our business and
operations some of which may have expired and for which we may have either made or are in the process of making an
application for obtaining the approval. For details of the key laws and regulations applicable to us, see “Key Regulations
and Policies in India” on page 261. We may need to apply for further approvals in the future including renewal of approvals
that may expire from time to time. We cannot assure you that the relevant authorities will issue such permits or approvals
in the timeframe anticipated by us or at all. A majority of these approvals, including the consent to establish and operate
under environmental laws, are granted for a limited duration and require renewal from time to time.
In addition, we have and may need to in the future, apply for certain additional approvals, including the renewal of approvals,
which may expire from time to time. We have, inter alia, made applications for certain consents and approvals which are
pending as on the date of this Draft Red Herring Prospectus. For details, see “Government and Other Approvals – Material
Approvals Pending in respect of our Company” on page 403. We cannot assure you that such approvals and licenses will
be granted or renewed in a timely manner or at all by the relevant governmental or regulatory authorities. Failure to obtain
or renew such approvals and licenses in a timely manner would make our operations non-compliant with applicable laws
and may result in the imposition of penalties by relevant authorities and may also prevent us from carrying out our business.
Further, we cannot assure you that the approvals, licenses, registrations, and permits issued to us will not impose onerous
requirements and conditions on our operations or will not be suspended or revoked in the event of noncompliance or alleged
non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Failure to renew, maintain or
obtain, or any suspension or revocation of, the required permits or approvals at the requisite time may result in stringent
restrictions or interruption in all or some of our operations. Any failure to renew approvals that have expired or apply for
and obtain the required approvals, licenses, registrations or permits, or any suspension or revocation of any of approvals,
licenses, registrations and permits that have been or may be issued to us, may adversely affect our business, reputation and
financial condition.
36. Our operations could cause injury to people and property and, therefore, could subject us to significant disruptions in
our business, legal and regulatory actions, and costs, any of which could materially and adversely affect our business,
financial condition and results of operations.
Our operations require our employees and other workers to work under potentially dangerous circumstances, some of which
are beyond our control. Our operations could lead to mechanical and electrical failures due to improper installation of
components and power cables, accidents or malfunctions at project sites, corrosion of equipment and weather-related or
other risks related to structural integrity post-commissioning. Operation of equipment and machinery can be dangerous and
could cause significant personal injury to our employees or other persons, severe damage to and destruction of property,
plant and equipment. Such situations could significantly disrupt our operations, subject us to legal and regulatory actions
and additional costs, any of which could materially and adversely affect our business, financial condition and results of
operations. In the past, there have been no such instances wherein there were mechanical or electrical failures and no
employees have been injured from the operations of the Company, Also, for each on-going project, we take out an erection
all risk insurance policy, which provides us with legal liability coverage in the event of accidental damage or loss to a third
party's property because of our erection work, For further details, see “Our Business – Insurance” on page 255 of this Draft
Red Herring Prospectus. However, these policies are subject to deductibles and maximum coverage, so our insurance may
not cover all such costs.
37. We are dependent on third party transportation and logistics service providers. Any defect, damage or destruction caused
to our Solar products during the process of delivery at the operational site could adversely affect our business, financial
condition and results of operations.
67We largely rely on third party transportation and logistics providers for delivery of our raw materials and products. We do
not have any long-term contractual arrangements with such third-party transportation and logistics providers. Disruptions
of logistics could impair our ability to procure raw materials and/or deliver our products on time, which could materially
and adversely affect our business, financial condition and results of operations.
We are subject to the risk of increases in freight costs. If we cannot fully offset any increase in freight costs, through increase
in the prices for our services, we would experience lower margins.
38. In this Draft Red Herring Prospectus, we have included certain non-GAAP (“Generally Accepted Accounting
Principles”) financial measures and certain other industry measures related to our operations and financial
performance. These non-GAAP measures and industry measures may vary from any standard methodology applicable
across the Indian renewable Solar energy industry and therefore may not be comparable with financial or industry
related statistical information of similar nomenclature computed and presented by other companies.
Certain Non-GAAP Measures relating to our operations have been included in this Draft Red Herring Prospectus. For more
information on the key performance indicators and non-GAAP financial measures used in this Draft Red Herring Prospectus
including EBIT, EBITDA, EBITDA Margin, Profit After Tax, PAT Margin, Return on Equity, Return on Capital Employed,
Asset Turnover Ratio, Debt to Equity Ratio, Debt Service Coverage Ratio and Current Ratio, see “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation— Non-Generally Accepted Accounting
Principles Financial Measures”, on page 20.
Although these Non-GAAP Measures, financial and operational performance indicators and other industry measures are
not a measure of performance calculated in accordance with applicable accounting standards, our management believes that
they are useful to an investor in evaluating us because they are widely used measures to evaluate a company’s operating
and financial performance. Further, our management believes that when taken collectively with financial measures prepared
in accordance with Ind AS, these Non-GAAP Measures, financial and operational performance indicators and other industry
measures may be helpful to investors because they provide an additional tool for investors to use in evaluating our
ongoing results and trends. Presentation of these Non-GAAP Measures, financial and operational performance indicators
and other industry measures should not be considered in isolation from, or as a substitute for, analysis of our historical
financial performance, as reported and presented in our Restated Financial Information set out in this Draft Red Herring
Prospectus.
These Non-GAAP Measures, financial and operational performance indicators and other industry measures may differ from
similar titled information used byother companies, who may calculate such information differently and hence their
comparability with those used by us may be limited. Therefore, these Non-GAAP Measures, financial and operational
performance indicators and other industry measures should not be viewed as substitutes for performance or profitability
measures under Ind AS or as indicators of our operating performance, financial condition, cash flows, liquidity or
profitability.
Also see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance
Indicators and Non-GAAP Financial Measures ” on page 364.
39. Our insurance policies may not adequately cover us against certain risks and hazards, which may have an adverse effect
on our business, results of operations and financial condition.
Our operations are subject to various risks, including breakdowns, failure or substandard performance of equipment, third
party liability claims, employees disturbances, employee fraud and injury and infrastructure failure, as well as fire, theft,
robbery, earthquake, flood, acts of terrorism and other force majeure events. We are generally required to maintain insurance
for our projects. We maintain insurance policies to cover various risks related to our operations, including erection all risk
insurance, employee’s compensation insurance, industrial all risk insurance. We are not insured against terrorist acts and
war related events. For further details, see “Our Business – Insurance” on page 255.
The table below sets forth details of the insured EPC projects for Fiscal 2025:
(₹ in million, except percentage)
Particulars As of March 31, 2025
Amount of Insurance Premium 0.82
Insurance Project value 2,733.56
Project Cost 2,953.31
68Insurance coverage ratio%# 92.56%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
# Insurance Coverage ratio is calculated as Insurance project Value divided by Project Cost.
While we maintain insurance coverage in amounts that we believe are consistent with industry norms as on date of this Draft
Red Herring Prospectus and would be adequate to cover the normal risks associated with the operation of our business, there
can be no assurance that any claim under the insurance policies maintained by us will be honored fully, in part, or at all. To
the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our business,
financial condition and results of operations could be adversely affected.
We have not incurred any material loss or a loss that utilises our insurance policies. If in the future we suffer a loss or damage
that is not covered by insurance or which exceeds our insurance coverage or where our insurance claims are rejected, the
loss would have to be borne by us and our results of operations, cash flows and financial condition would be adversely
affected. Also see, risk factor 36. “-Our operations could cause injury to people and property and, therefore, could subject us
to significant disruptions in our business, legal and regulatory actions, and costs, any of which could materially and adversely
affect our business, financial condition and results of operations” on page 67.
40. The success of our business depends substantially on our Key Managerial Personnel, Senior Management and employees.
The loss of or our inability to attract or retain such persons could adversely affect our business, financial condition,
results of operations and cash flows.
Our business depends largely on the efforts and abilities of our Promoters and other Key Managerial Personnel and Senior
Management. From time to time, there could be changes in our Key Managerial Personnel and Senior Management to
enhance the skills of our teams or as a result of attrition. For further details see chapter titled “Our Management” on page
284 of this Draft Red Herring Prospectus.
The table below sets forth the attrition and attrition rate of our Key Management Personnel and Senior Management during
the fiscals indicated below:
Particulars August 31, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Attrition of Key Managerial Personnel for the year [A] 0 -+ -* -*
Attrition rate of Key Managerial Personnel for the year - -
0 -
[B = A/D] (%)
Total Key Managerial Personnel as of the end of the year - -
4 -
[C]
Total Key Managerial Personnel as of the end of the - -
year, plus Key Managerial Personnel who left during the 4 -
year [D = A + C]
Attrition of Senior Management for the year [E] 1 -+ -* -*
Attrition rate of Senior Management for the year [F = - - -
25%
E/H] (%)
Total Senior Management as the end of the year [G] 3 - - -
Total Senior Management as the end of the year plus - - -
4
Senior Management who left during the year [H = E+G]
+ The company has only directors in Fiscal 2025.
*The Company was converted from a partnership firm into a private limited company on April 11, 2024. Accordingly, the provisions are not applicable to the Company for Fiscal 2023 and
Fiscal 2024
Particulars 31st Aug,
Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Attrition of Key Managerial Personnel for the
0 [●]+ [●]* [●]*
year [A]
Attrition rate of Key Managerial Personnel for the
0 [●] [●] [●]
year [B = A/D] (%)
Total Key Managerial Personnel as of the end of
3 [●] [●] [●]
the year [C]
Total Key Managerial Personnel as of the end of
the year, plus Key Managerial Personnel who left 3 [●] [●] [●]
during the year [D = A + C]
Attrition of Senior Management for the year [E] 0 [●]+ [●]* [●]*
69Attrition rate of Senior Management for the year
0 [●] [●] [●]
[F = E/H] (%)
Total Senior Management as the end of the year
3 [●] [●] [●]
[G]
Total Senior Management as the end of the year
plus Senior Management who left during the year 3 [●] [●] [●]
[H = E+G]
+ The company has only directors in Fiscal 2025.
*The Company was converted from a partnership firm into a private limited company on April 11, 2024. Accordingly, the provisions are not applicable to the Company for Fiscal 2023 and
Fiscal 2024
We cannot assure you that we will continue to retain any or all of the key members of our management. Further, we cannot
assure you that if one or more key members of our management are unable or unwilling to continue in their present positions,
we would be able to replace such member(s) in a timely and cost-effective manner. Any loss of members of our Key
Managerial Personnel or Senior Management could affect our succession planning and could adversely affect our business,
financial condition, results of operations and cash flows.
Our future success, amongst other factors, will depend upon our ability to continue to attract and retain qualified personnel,
particularly engineers and other associates with critical expertise and skills that are capable of helping us develop
technologically advanced systems and components. The specialised skills we require in our industry are difficult and time-
consuming to acquire. We require a period of time to hire and train replacement personnel when we lose skilled employees.
If we are unable to hire, train and retain a sufficient number of qualified employees, it could impair our growth prospects
and impair the success of our operations. This could have an adverse effect on our business, financial condition, results of
operations and cash flows.
41. We do not have certain documents evidencing the educational qualification for one of our Directors.
In accordance with the disclosure requirements stipulated under the SEBI ICDR Regulations, the brief biographies of our
Directors disclosed in the section entitled “Our Management” beginning on page 284 include details of their educational
qualifications and professional experience. However, the original documents evidencing the educational qualification is not
available of one of our Director, namely, Chiragbhai Dineshbhai Kalariya, the Whole Time Director of our Company who
has been unable to trace the copy of his completion/passing certificate for Nineth standard and accordingly, the disclosure
pertaining to his education qualification is not mentioned in the brief biographies in the section titled “Our Management”.
42. Our directors including our Managing Director and Whole-time Director do not have prior experience of holding a
directorship in a company listed on the Stock Exchanges
Our Directors including Our Managing Director and Whole-time Director do not have prior experience of directorship in
any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in
relation to the affairs of our Company post listing. Our none of the remaining Directors have prior experience as directors of
companies listed on recognized stock exchanges. While our Executive directors have experience in the solar power industry,
directors of listed companies have a wide range of responsibilities, including, among others, ensuring compliance with
continuing listing obligations, monitoring and overseeing management, operations, financial condition and trajectory of the
company.
We cannot assure you that our directors will be able to adequately manage our Company after we become a listed company,
due to their lack of prior experience as directors of companies listed on recognized stock exchanges. Accordingly, we will
get limited guidance from them and accordingly, may fail to maintain and improve the effectiveness of our disclosure
controls, procedures and internal control as required for a listed entity under the applicable law. For further details, please
see section titled “Our Management” on page 284.
43. Our operations could be adversely affected by strikes or increased salary demands by our employees or any other kind of
disputes with our employees.
As of August 31, 2025, our workforce consisted of 137 permanent employees across various parts of our operations. While
we have not faced any significant employee-related disruptions to date, there is no guarantee that we will not encounter issues
with our employees in the future. Any form of workplace unrest disrupts our business activities and impact our operational
continuity if not addressed promptly. Workforce-related challenges are unpredictable and can be difficult to manage. Should
such events occur, they may negatively affect our business performance, financial health, and overall operations. Currently,
none of our employees are members of a labour union. However, there remains a possibility that unionization efforts could
arise going forward. If segments of our workforce were to unionize, we may become subject to strikes, work slowdowns, or
70other forms of collective action. Prolonged labour negotiations or industrial action could interfere with our day-to-day
functions and, if unresolved, may lead to operational delays and financial strain, ultimately affecting our revenues, cash flow,
and long-term prospects.
44. Our business and prospects may be adversely affected if we are unable to maintain and grow the image of our brand.
Further, our Company has entered into an Assignment Deed dated June 04, 2025 with our erstwhile partnership firm,
M/s Deon Energy for the use of trademarks registered under its name. In the event, the access to such trademarks are
restricted, in any manner, our business growth and prospects, financial condition, results of operations and cash flows
may be affected.
We market and sell our engineering solutions under our brand name and logo “ ” , which we believe is well
recognized, has been developed to cater to customers and has contributed to the success of our business. We believe our
brand’s image serves in attracting customers to our solutions in preference over those of our competitors. Maintaining and
enhancing the recognition and reputation of our brand is critical to our business and competitiveness. Many factors, some of
which are beyond our control, are important for maintaining and enhancing our brand, including maintaining or improving
customer satisfaction and the popularity of our solutions and increasing brand awareness through brand building initiatives.
If we fail to maintain our reputation, enhance our brand recognition or increase positive awareness of our services, or the
quality of our services and products supplied declines, our business and prospects may be adversely affected.
Our Company was originally formed as a partnership firm under the name of “M/s. Deon Energy” and was converted into
private limited company under the Companies Act, 2013 with the name “Deon Energy Private Limited” on April 11, 2024.
Owing to such conversion, the trademarks used by us are registered in the name of the erstwhile partnership firm. In order
to freely use these trademarks, our Company has entered into an assignment deed dated June 04, 2025, which prescribes the
terms and conditions for use of such trademarks for a one-time consideration of ₹10,000. For further details, please see “Our
Business- Intellectual Property”, “Government and other Statutory Approvals- ‘Intellectual Property Related Approvals”,
“Financial Statements- Restated Financial Information – Notes to Restated Financial Information – Note 4.1” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 260, 402, 337, and
358, respectively, of this Draft Red Herring Prospectus.
While, the trademarks are not registered in the name of our Company, however the assignment deed vests the absolute right
of title, interest and goodwill with us, without according the erstwhile partnership or any of its partners, the right of
termination. We do not foresee any interruptions to our right to use these trademarks, occurrence of any such events may
have an impact on our brand recognition, financial condition and results of operations. While, the aforementioned events
have not occurred in the past, however occurrence of any such events may adversely impact our business, financial condition,
results of operations and prospects.
45. The operation of our business is dependent on information technology, and technology failures could disrupt our
operations and adversely affect our business, results of operations, financial condition and cash flows.
Our operations rely heavily on the effectiveness of our IT systems and their ability to record and store confidential
information in our information systems, networks, and facilities, corporate strategic plans, and personally identifiable
information of clients, and employees. For details, see “Our Business – Information Technology” on page 295 of this Draft
Red Herring Prospectus. We also rely on the capacity and reliability of the information technology systems, processing and
quality assurance systems that support our operations. Maintaining the confidentiality, integrity and availability of our IT
systems and confidential information is vital to our business.
We also depend on licensed software for various aspects of our business. If any of the software platforms or technologies
that we use become unavailable due to loss of required licenses, extended outages, interruptions, or because they are no
longer available on commercially reasonable terms, our business and financial condition may be adversely affected. We are
typically subject to standard terms and conditions of such technology service providers that govern the distribution and
operation of the software systems, and which are subject to change by such providers from time to time. Our business will
be affected if any key providers of such software discontinue, revoke or limit our access to such software or modify their
terms of service or other policies, including fees charged.
Although we have not experienced a major disruption in our operations due to failure of such systems in the past three
Fiscals, we cannot assure you that we will not encounter disruptions in the future. Any such disruption may result in the loss
of key information and disruption of business processes, which could adversely affect our business, financial condition, cash
flows and results of operations. Despite our best efforts with our IT Security team and stringent protocols in place, we still
may be subject to breaches resulting in the compromise, disruption or unauthorized disclosure or use of confidential
information, on account of negligent or wrongful conduct by employees or others with permitted access to our systems and
information, or wrongful conduct by hackers, competitors or other current or former company personnel. Such data security
71breaches could lead to the loss of intellectual property or could lead to the public exposure of personal information (including
sensitive personal information) of our employees and others. We have not been subject to material incidents of such data
security breaches in the past three Fiscals and while we continue to implement measures in an effort to protect, detect,
respond to, minimize or prevent these risks and to enhance the resiliency of our IT systems, these measures may not be
successful and we may fail to detect or remediate security breaches, malicious intrusions, cyber-attacks or other compromises
of our systems, which could have an adverse effect on our reputation, business, financial condition and results of operations
46. Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute [●] % of the
Issue Proceed.
As on date we have not identified the use of such funds. Portion of our Issue Proceeds are proposed to be utilized for general
corporate purposes which constitute [●]% of the Issue Proceeds. We have not identified the general corporate purposes for
which these funds may be utilized. The deployment of such funds is entirely at the discretion of our management subject to
the applicable laws and in accordance with policies established by our Board of Directors from time to time and subject to
compliance with the necessary provisions of the Companies Act. For details, please refer the chapter titled “Objects of the
Issue” beginning on Page No. 99 of this Draft Red Herring Prospectus.
47. Our ability to access capital depends on our credit ratings. Non availability of credit ratings or a poor rating may restrict
our access to capital and thereby adversely affect our business and results of operations.
The cost and availability of capital, among other factors, depend on our credit ratings. Our credit ratings reflect, amongst
other things, the rating agency's opinion of our financial strength, operating performance, strategic position, and ability to
meet our obligations. Our inability to obtain such credit ratings in a timely manner or any non-availability of credit ratings,
or poor ratings, or any downgrade in our ratings may increase borrowing costs and constrain our access to capital and lending
markets and, as a result, could adversely affect our business and results of operations. In addition, non-availability of credit
ratings could increase the possibility of additional terms and conditions being added to any new or replacement financing
arrangements.
In addition, our borrowing costs and our access to debt capital markets depend significantly on the credit ratings of India.
There can be no assurance that India’s credit rating will not be revised or changed by the credit rating agency or any of the
other global rating agencies.
48. Environmental obligations and liabilities could have a material adverse effect on our business, financial condition, cash
flow, and results of operations.
We are subject to extensive environmental laws and regulations at local, state and national levels. We have to obtain certain
environmental permits in order to conduct our business. These environmental laws and regulations include those governing
the discharge of pollutants into the air and water, the use, management, and disposal of certain materials, the clean-up of
work sites and occupational health and safety. As we execute our long-term strategic plans, our environmental compliance
burden could increase, both in terms of magnitude and complexity. We have incurred and could continue to incur significant
costs in complying with these laws and regulations. In addition, violations of, or liabilities under environmental laws or
permits could result in restrictions being imposed on our operating activities or in our being subjected to substantial fines,
penalties, criminal proceedings, third-party property damage or personal injury claims, clean-up and/or other costs. Such
solutions could also result in substantial delay to or the termination of projects under construction within our systems
business, which could materially and adversely affect our results of operations.
Since inception, we have not received any fines or penalties, been the subject of criminal proceedings or third-party property
damage or personal injury claims, or incurred any clean-up and/or other costs in respect of violations of any environmental
laws. While passage of climate change legislation or other regulatory initiatives that regulate or restrict emissions of
greenhouse gases could encourage use of renewable energy and accordingly increase demand for our projects and services,
this could also cause us to incur additional direct costs in complying with any new environmental regulations during our
engineering and construction processes, as well as increased indirect costs resulting from our clients and/or suppliers,
incurring additional compliance costs that get passed on to us. Future developments such as more aggressive enforcement
policies, the implementation of new, more stringent laws and regulations or the discovery of currently unknown
environmental conditions could entail additional costs that could have a material adverse effect on our business, financial
condition, cash flow and results of operations.
49. If we fail to maintain an effective system of internal controls, we may not be able to successfully manage or accurately
report our financial risks.
Effective internal controls are necessary for us to prepare reliable financial reports and effectively avoid fraud. Moreover,
any internal controls that we may implement, or our level of compliance with such controls, could deteriorate over time, due
72to evolving business conditions. There can be no assurance that additional deficiencies in our internal controls will not arise
in the future, or that we will be able to implement and continue to maintain adequate measures to rectify or mitigate any such
deficiencies in our internal controls, we have not faced any material disruption in our internal controls in the past, if we are
unable to detect, rectify or mitigate any such deficiencies in our internal controls, it could adversely affect our ability to
accurately report, or successfully manage, our financial risks, and to avoid fraud, each of which could have an adverse effect
on our business, financial condition, results of operations and cash flows. However, our Company has appointed Internal
Auditors by passing a Board Resolution in a Board Meeting dated September 02, 2025 as a precautionary measure to check
the internal controls of our Company.
50. After the completion of the Issue, our Promoters along with the members of our Promoter Group will continue to
collectively hold majority of the shareholding in our Company, which will allow them to influence the outcome of matters
requiring shareholder approval.
For details of the pre-Issue and post-Issue shareholding of our Promoters and members of our Promoter Group, see “Capital
Structure” on page 95. After the completion of the Issue, our Promoters along with the members of our Promoter Group will
continue to collectively hold the majority of the shareholding in our Company and will continue to exercise significant
influence over our business policies and affairs and all matters requiring Shareholders’ approval, including the composition
of our Board, the adoption of amendments to our constitutional documents, the approval of mergers, strategic acquisitions
or joint ventures or the sales of substantially all of our assets, and the policies for dividends, lending, investments and capital
expenditures or any other matter requiring a special resolution. This concentration of ownership also may delay, defer or
even prevent a change in control of our Company and may make some transactions more difficult or impossible without the
support of these stockholders. Further, our lenders may require that our Promoters provide personal guarantees in order to
secure debt required by us in subsequent periods. We cannot assure that our Promoters will be amenable to provide such
security in future. The interests of the Promoters as our controlling shareholders could conflict with our interests or the
interests of our other shareholders. We cannot assure you that the Promoters will act to resolve any conflicts of interest in
our favour and any such conflict may adversely affect our ability to execute our business strategy or to operate our business.
For further details in relation to the interests of our Promoters in our Company, see “Our Promoters and Promoter Group”,
“Our Management” and “Summary of the Offer Document– Summary of Related Party Transactions” on pages 309, 284 and
29 respectively.
51. Our funding requirements and proposed deployment of the Net Proceeds are not appraised by any independent agency
and are based on management estimates and may be subject to change based on various factors, some of which are beyond
our control.
We intend to use the Net Proceeds for financing the long-term working capital requirements and general corporate purposes
in the manner specified in “Objects of the Issue” on page 108. Such fund requirements, deployment of the funds and the
intended use of the Net Proceeds as described in this Draft Red Herring Prospectus are based on our current business plan,
management estimates, certificate from the Statutory Auditors dated September 24, 2025 for ₹ 1,000 million for working
capital requirement, market conditions and other external commercial and technical factors including interest rates and other
charges.
Our internal management estimates may exceed fair market value or the value that would have been determined by bank,
financial institution or other independent third-party agency appraisals, which may require us to reschedule or reallocate our
working capital requirement and may have an adverse impact on our business, financial condition, results of operations and
cash flows. We may have to reconsider our estimates or business plans due to changes in underlying factors, some of which
are beyond our control, such as interest rate fluctuations and other financial and operational factors. 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 deploy the Net Proceeds in a timely or an efficient manner, it may affect our business, results of operations, financial
condition and cash flows.
Our Company’s historical working capital may not be reflective of our future working capital requirements. We may have
to revise our funding requirements and deployment on account of a variety of factors such as our financial and market
condition, our business and growth strategies, competitive landscape, general factors affecting our results of operations,
financial condition and access to capital and other external factors such as changes in the business environment or regulatory
climate and interest, which may not be within the control of our management. This may entail rescheduling the proposed
utilization of the Net Proceeds and changing the planned deployment at the discretion of our management, subject to
compliance with applicable law.
52. We cannot assure the payment of dividends on the Equity Shares in the future.
The declaration and payment of dividends on the Equity Shares is recommended by the Board of Directors and approved by
the Shareholders, at their discretion, subject to the provisions of the Articles of Association and the applicable law, including
73the Companies Act. Our Company has not paid any dividends to its Shareholders and we cannot assure you that we will be
able to pay dividends on the Equity Shares at any point in the future. Our ability to pay dividends in the future will depend
upon our future results of operations, financial condition, sufficient profitability, working capital requirements and capital
expenditure requirements and other factors considered relevant by our Directors and Shareholders.
53. The average cost of acquisition of Equity Shares by the Promoters could be less than the Issue Price.
The average cost of acquisition of Equity Shares by the Promoters may be less than the Issue Price. The details of the average
cost of acquisition of Equity Shares held by our Promoters are set out below.
Sr. No. Name of Promoters Number of Equity Shares held as on Average cost of
date of this Draft Red Herring acquisition per Equity
Prospectus Share (in ₹)
1. Dharmesh Ashokbhai Makadiya 87,63,650 0.004
2. Chiragbhai Dineshbhai Kalariya 68,42,850 Nil
3. Archanaben Kalariya 21,60,900 0.01
4. Bhargav Chaturbhai Kavar 55,22,300 0.004
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
54. Extracts of industry information included in this Draft Red Herring Prospectus has been derived from an industry report
prepared by CARE Analytics and Advisory Private Limited (“CareEdge Research”), exclusively commissioned and paid
for by us exclusively in connection with the Issue. Any reliance on such information for making an investment decision
in the Issue is subject to inherent risks.
We have used the report titled “Solar Power EPC Sector” dated September 23, 2025 (the “CARE Report”) prepared and
issued by CARE Analytics and Advisory Private Limited (“CareEdge Research”), exclusively commissioned and paid for
by us in connection with the Issue, appointed pursuant to engagement letter dated June 25, 2025 for the purpose of inclusion
of such information in the Offer Documents. Our Company, our Promoters, our directors or Key Managerial Personnel or
Senior Management or the Book Running Lead Manager are not related to CareEdge Research. Given the scope and extent
of the CARE Report, disclosures are limited to certain excerpts and the CARE Report has not been reproduced in its entirety
in this Draft Red Herring Prospectus. There are no parts, data or information (which may be relevant for the proposed Issue),
that have been left out or changed in any manner. The CARE Report is a paid report and is subject to various limitations and
based upon certain assumptions that are subjective in nature.
55. The requirements of being a publicly listed company could strain our resources.
We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs by
shareholders, regulators and the public at large that is associated with being a listed company. As a listed company, we will
incur significant legal, accounting, corporate governance and other expenses that we did not incur as an unlisted company.
We will be subject to the SEBI Listing Regulations, which will require us to file audited annual and unaudited quarterly
reports with respect to our business and financial condition. If we experience any delays, we could fail to satisfy our reporting
obligations and/or we may not be able to readily determine and accordingly report any changes in our results of operations
as promptly as other listed companies.
Further, as a publicly listed company, we 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 our disclosure controls and procedures and internal control over financial
reporting, significant resources and management attention will be required. As a result, our management’s attention could
be diverted from our business concerns, which could 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.
EXTERNAL RISKS
Risks Relating to India
56. A slowdown in economic growth in India could have a negative impact on our business, results of operations and
financial condition.
Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any
slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices could adversely
affect our business. Additionally, an increase in trade deficit, or a decline in India’s foreign exchange reserves could
74negatively affect liquidity, which could adversely affect the Indian economy and our business. In particular, the COVID-
19 pandemic caused an economic downturn in India and globally. Any downturn in the macroeconomic environment in
India could also adversely affect our business, results of operations and financial condition.
India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions
affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy
could adversely affect the policy of the Government of India towards the gold and diamond, which may in turn adversely
affect our financial performance and our ability to implement our business strategy.
57. The occurrence of natural disasters and man-made disasters could adversely affect our business, financial condition,
results of operations and cash flows.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, fires, explosions,
pandemics (COVID-19) and epidemics, and man-made disasters, including acts of terrorism, other acts of violence and
war, could adversely affect our business, financial condition, results of operations and cash flows.
The COVID-19 pandemic adversely affected our business. As a result of the closure of the state transmission units
during the lockdown, delays occurred in obtaining grid connectivity and other necessary approvals. Consequently, the
commissioning of certain projects was delayed by approximately three months. Additionally, the delays in supply of
materials further hindered the timely completion of projects, and as per the EPC contracts, our customers were entitled
to claim liquidated damages in accordance with the terms and conditions set forth therein. We had nil damages payable
for resulting from delays, defective products or defective workmanship on our EPC projects for the Fiscals 2025, 2024
and 2023.
Since inception, except the for the COVID-19 pandemic, the occurrence of natural disasters or man-made disasters has
not had a material adverse effect on our business, financial condition, results of operations and cash flows. In addition,
terrorist attacks and other acts of violence or war as well as civil unrest or rioting in India could create a perception that
investment in Indian companies involves a higher degree of risk, thereby adversely affecting the market price of the
Equity Shares. India has, from time to time, experienced social and civil unrest within the country and hostilities with
neighbouring countries. There have been continuing tensions between India and Pakistan over the states of Jammu and
Kashmir. In the past, there were armed conflicts over parts of Kashmir. Isolated troop conflicts and terrorist attacks
continue to take place in these regions. In addition, in June 2020, a confrontation occurred between Indian and Chinese
military forces. We do not have a disaster recovery plan in place. This increases the risk of prolonged operational
disruptions, higher vulnerability to both natural and man-made disasters, and potential delays in resuming normal
business activities. The extended downtime resulting from a disaster could lead to significant financial losses,
operational inefficiencies, damage to our reputation, and possible regulatory or legal consequences. Without a disaster
recovery plan, our ability to manage and recover from crises effectively is limited, which could have a material adverse
effect on our business, financial condition, results of operations, and cash flows.
58. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate
thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has
experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and
increased costs to our business, including increased costs of transportation, wages, raw materials and other expenses
relevant to our business. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or
control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately
pass on to our clients, whether entirely or in part, and may adversely affect our business and financial condition. In
particular, we might not be able to reduce our costs or entirely offset any increases in costs with increases in prices for
our products. In such case, our business, results of operations and financial condition may be adversely affected. Further,
the Government has previously initiated economic measures to combat high inflation rates, and it is unclear whether
these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future.
59. Our business is affected by global economic conditions, which may have an adverse effect on our business, results of
operations and financial condition.
The Indian economy and its securities markets are influenced by global economic developments and volatility in
securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on
the market price of securities of companies located in other countries, including India. Negative economic developments,
such as rising fiscal or trade deficits, or a default on national debt, in other emerging market countries may also affect
investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy
in general. Any worldwide financial instability could also have a negative impact on the Indian economy, including the
75movement of exchange rates and interest rates in India and could then adversely affect our business, financial
performance and the price of our Equity Shares.
China is one of India’s major trading partners and there are rising concerns of a strained relationship with India, which
could have an adverse impact on the trade relations between the two countries.
Developments in the ongoing conflict between Russia and Ukraine, between Israel and Hamas, Hezbollah and Iran and
between Houthi rebels and certain western countries, between India and Pakistan, have resulted in and may continue to
result in a period of sustained instability across global financial markets, induce volatility in commodity prices, adversely
impact availability of natural gas, increase in supply chain, logistics times and costs, increase borrowing costs, cause
outflow of capital from emerging markets and may lead to overall slowdown in economic activity in India.
If we are unable to successfully anticipate and respond to changing economic and market conditions, our business,
results of operations and financial condition may be adversely affected.
60. Changing regulations in India could lead to new compliance requirements that are uncertain.
The regulatory and policy environment in which we operate is evolving and is subject to change. The Government of
India or State governments in India may implement new laws or other regulations and policies that could affect our
business in general, which could lead to new compliance requirements, including requiring us to obtain approvals and
licenses from the Government of India, State governments and other regulatory bodies, or impose onerous requirements.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law,
regulation or policy in the jurisdictions in which we operate, 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 business in the future. We may incur increased costs
and other burdens relating to compliance with such new requirements, which may also require significant management
time and other resources, and any failure to comply may adversely affect our business, results of operations and financial
condition.
61. Any downgrading of India’s sovereign debt rating by an international rating agency could have a negative impact on
our business, results of operations and cash flows.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of India. Any
adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies may
adversely impact our ability to raise additional financing and the interest rates and other commercial terms at which such
funding is available. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax
or fiscal policy, which is outside our control. This could have an adverse effect on our ability to fund our growth on
favourable terms and consequently adversely affect our business and financial performance and the price of the Equity
Shares.
62. The extent and reliability of Indian infrastructure, to the extent insufficient, could adversely impact our business,
results of operations and financial condition.
India’s physical infrastructure is less developed than that of many developed nations. Any congestion or disruption with
its road and rail networks, electricity grid, communication systems or any other public facility could disrupt our normal
business activity. Any deterioration of India’s physical infrastructure would harm the national economy, disrupt the
transportation of goods and supplies and add costs to doing business in India. These problems could interrupt our
business operations, which could have adverse effect on our business, results of operations and financial condition.
63. Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which
may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this
Draft Red Herring Prospectus.
Our restated financial statements have been prepared on the basis of Audited Financial Statements of the Company for
the financial year ended 2025 and Special Purpose Ind AS Financial Statements for the financial year ended 2024 and
2023 prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following
accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition
date of April 1, 2021 and as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR)
Regulations. Ind-AS differs from accounting principles with which prospective investors may be familiar in other
countries, such as U.S. GAAP and IFRS. Significant differences exist between Ind-AS, U.S. GAAP and IFRS, which
may be material to the financial statements prepared and presented in accordance with Ind-AS contained in this Draft
76Red Herring Prospectus. Accordingly, the degree to which the financial information included in this Draft Red Herring
Prospectus will provide meaningful information is dependent on the prospective investor’s familiarity with Ind-AS and
the Companies Act. Any reliance by persons not familiar with Ind-AS on the financial disclosures presented in this Draft
Red Herring Prospectus should accordingly be limited. In addition, some of our competitors may not present their
financial statements in accordance with Ind AS and their financial statements may not be directly comparable to ours,
and therefore reliance should accordingly be limited.
64. We may be affected by competition law in India and any adverse application or interpretation of the Competition Act
may in turn adversely affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or
informal arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC, is considered
void and may result in the imposition of substantial penalties. Further, any agreement among competitors which directly
or indirectly involves the determination of purchase or sale prices, limits or controls production, supply, markets,
technical development, investment, or the provision of services, or shares the market or source of production or provision
of services in any manner, including by way of allocation of geographical area or number of clients in the relevant
market or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an AAEC and is considered
void. The Competition Act also prohibits abuse of a dominant position by any enterprise.
On April 11, 2023, the Competition (Amendment) Bill 2023 received the assent of the President of India to become the
Competition (Amendment) Act, 2023 (“Competition Amendment Act”), amending the Competition Act and giving
the CCI additional powers to prevent practices that harm competition and the interests of consumers. It has been enacted
to increase the ease of doing business in India and enhance transparency. The Competition Amendment Act, inter alia,
modifies the scope of certain factors used to determine AAEC, reduces the overall time limit for the assessment of
combinations by the CCI and empowers the CCI to impose penalties based on the global turnover of entities, for anti-
competitive agreements and abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in
India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further, the CCI
has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring outside India
if such agreement, conduct, or combination has an AAEC in India. However, the impact of the provisions of the
Competition Act on the agreements entered by us cannot be predicted with certainty at this stage. We may be affected,
directly or indirectly, by the application or interpretation of any provision of the Competition Act, or any enforcement
proceedings initiated by the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the
CCI or if any prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our
business, results of operations and financial condition.
65. Investors may not be able to enforce a judgment of a foreign court against us.
Our Company is a company incorporated under the laws of India. Our Board of Directors comprises members all of
whom are Indian citizens. All of our Key Managerial Personnel and Senior Management are residents of India and
majority of the assets of our Company and such persons are located in India. As a result, it may not be possible for
investors outside India to effect service of process upon our Company or such persons in India, or to enforce against
them judgments obtained in courts outside India.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, which includes, among others, the United Kingdom, Singapore, United Arab Emirates and Hong
Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the
Code of Civil Procedure, 1908. Judgments or decrees from jurisdictions, which do not have reciprocal recognition with
India, cannot be executed in India. Therefore, a final judgment for the payment of money rendered by any court in a
non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a jurisdiction
against us or our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from
an Indian court. However, the party in whose favour 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 a non-reciprocating territory within three years of
obtaining such final judgment in the same manner as any other suit filed to enforce a civil liability in India. If, and to
the extent that, an Indian court were of the opinion that fairness and good faith so required, it would, under current
practice, give binding effect to the final judgment that had been rendered in the non-reciprocating territory, unless such
a judgment contravenes principles of public policy in India. It is unlikely that an Indian court would award damages on
the same basis or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction if the
Indian court believed that the amount of damages awarded was excessive or inconsistent with Indian practice. In
77addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval of the RBI to
repatriate any amount recovered pursuant to the execution of such a judgment.
Risks Relating to the Equity Shares
66. The determination of the Price Band is based on various factors and assumptions and the Issue Price of the Equity
Shares could not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges. Investors
bear the risk of fluctuations in the price of Equity Shares and there can be no assurance that a liquid market for the
Equity Shares will develop following the listing of the Equity Shares on the Stock Exchanges.
There has been no public market for the Equity Shares prior to the Issue. The determination of the Price Band is based
on various factors and assumptions and will be determined by us in consultation with the BRLMs. The Issue Price will
be determined by our Company in consultation with the BRLMs, through the Book Building Process in terms of
Regulation 28 and Schedule XIII of SEBI ICDR Regulations. The Issue will be based on numerous factors, as described
under in “Basis for Issue Price” on page 121. This price may not necessarily be indicative of the market price of the
Equity Shares after the Issue is completed. You may not be able to re-sell your Equity Shares at or above the Issue Price
and could, as a result, lose all or part of your investment. The price at which the Equity Shares will trade at after the
Issue will be determined by the marketplace and could be influenced by many factors, including:
• our financial condition, results of operations and cash flows;
• the history of and prospects for our business;
• an assessment of our management, our past and present operations and the prospects for as well as timing of our
future revenues and cost structures;
• the valuation of publicly traded companies that are engaged in business activities similar to ours;
• quarterly variations in our results of operations;
• results of operations that vary from the expectations of securities analysts and investors;
• results of operations that vary from those of our competitors;
• changes in expectations as to our future financial condition, including financial estimates by research analysts and
investors;
• a change in research analysts’ recommendations;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital
commitments;
• announcements of significant claims or proceedings against us;
• new laws and government regulations that directly or indirectly affect our business;
• additions or departures of Key Managerial Personnel;
• Changes in interest rates;
• fluctuations in stock market prices and volume; and
• general economic conditions.
The Indian stock markets have, from time to time, experienced significant price and volume fluctuations that have
affected market prices for the securities of Indian companies. As a result, investors in the Equity Shares could experience
a decrease in the value of the Equity Shares regardless of our financial condition, results of operations and cash flows.
The Equity Shares are expected to trade on NSE and BSE after the Issue, but there can be no assurance that active trading
in the Equity Shares will develop after the Issue, or if such trading develops that it will continue. Investors may not be
able to sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares.
7867. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in
the Offer.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be
completed before the Equity Shares can be listed and trading in the Equity Shares may commence. The Allotment of
Equity Shares in this Offer and the credit of such Equity Shares to the applicant’s demat account with depository
participant could take approximately two Working Days from the Bid/ Offer Closing Date and trading in the Equity
Shares upon receipt of final listing and trading approvals from the Stock Exchanges is expected to commence within
three Working Days of the Bid/ Issue Closing Date. There could be a failure or delay in listing of the Equity Shares on
the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing trading in
the Equity Shares would restrict investors’ ability to dispose their Equity Shares. There can be no assurance that the
Equity Shares will be credited to investors’ demat accounts, or that trading in the Equity Shares will commence, within
the time periods specified in this risk factor. We could also be required to pay interest at the applicable rates if allotment
is not made, refund orders are not dispatched or demat credits are not made to investors within the prescribed time
periods.
68. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Bidders are not permitted to
withdraw their Bids after Bid/Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid Amount on
submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or
the Bid Amount) at any stage after submitting a Bid. Retail Individual Bidders can revise their Bids during the Bid/Issue
Period and withdraw their Bids until Bid/Issue Closing Date. While our Company is 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 Bid/Issue
Closing Date, or such other time period as required under the applicable laws, events affecting the Bidders’ decision to
invest in the Equity Shares, including material adverse changes in macro-economic conditions, our business, results of
operation or financial condition may arise between the date of submission of the Bid and Allotment. Our Company may
complete the Allotment of the Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell
the Equity Shares Allotted or cause the trading price of the Equity Shares to decline on listing.
69. We may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded
Surveillance Measures (GSM) by the Stock Exchanges to enhance market integrity and safeguard the interest of
investors.
We may be subject to general market conditions which may include significant price and volume fluctuations. The price
of our Equity Shares may also fluctuate after the Issue due to several factors such as volatility in the Indian and global
securities market, our profitability and performance, performance of our competitors, changes in the estimates of our
performance or any other political or economic factor. The occurrence of any of the abovementioned factors may lead
to us triggering the parameters listed by SEBI and the Stock Exchanges for placing securities under the GSM or ASM
framework such as net worth and net fixed assets of securities, high low variation in securities, client concentration and
close to close price variation. In the event our Equity Shares are covered under such surveillance measures implemented
by SEBI and the Stock Exchanges, we may be subject to certain additional restrictions in relation to trading of our Equity
Shares such as limiting trading frequency (for example, trading either allowed once in a week or a month) or freezing
of price on upper side of trading which may have an adverse effect on the market price of our Equity Shares or may in
general cause disruptions in the development of an active trading market for our Equity Shares.
70. Any future issuance of the Equity Shares, or convertible securities by our Company may dilute our future
shareholding adversely affecting the trading price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares. Any future issuance of the Equity Shares, or
convertible securities by our Company, including through exercise of employee stock options or employee stock
purchase agreement or stock appreciation rights scheme may lead to dilution of our shareholding in our Company,
adversely affect the trading price of the Equity Shares and our ability to raise capital through an issue of our securities.
Further, any future sale of the Equity Shares by the Promoters, or other major shareholders of our Company may
adversely affect the trading price of the Equity Shares. In addition, any perception by investors that such issuances or
sales might occur may also affect the market price of our Equity Shares. There can be no assurance that we will not issue
Equity Shares or securities linked to Equity Shares or that our Promoter or Shareholders will not dispose of, pledge or
encumber their Equity Shares in the future.
7971. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an
Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for
more than 12 months may be subject to long term capital gains tax in India at the specified rates depending on certain
factors, such as STT is paid, the quantum of gains and any available treaty exemptions. Accordingly, you may be subject
to payment of long-term capital gains tax in India, in addition to payment of STT, on the sale of any Equity Shares held
for more than 12 months. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares
are sold. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be
subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt
from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and
the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on
capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction
on a gain upon the sale of the Equity Shares.
72. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby
suffer future dilution of their ownership position.
Under the Companies Act, 2013, a company incorporated in India must offer its equity shareholders pre-emptive rights
to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages prior
to 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 voting rights on such resolution.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
our 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. Our decision to file an offering document or
registration statement will depend on the costs and potential liabilities associated with any such registration as well as
the perceived benefits of enabling holders in such jurisdiction to exercise their pre-emptive rights and any other factors
we consider appropriate at such time. We may elect not to file an offering document or registration statement in relation
to pre-emptive rights otherwise available to you by Indian law. To the extent that you are unable to exercise pre-emptive
rights granted in respect of our Equity Shares, you may suffer future dilution of your ownership position and your
proportional interests in our Company may be reduced.
73. The trading price of the Equity Shares may be subject to volatility and you may not be able to sell the Equity Shares
at or above the Issue Price.
The Issue Price shall be determined by us in consultation with the Book Running Lead Manager, based on the Bids
received, in compliance with Chapter VI of the SEBI ICDR Regulations and Section 42 of the Companies Act, 2013
read with rules made thereunder. It may not necessarily be indicative of the market price of the Equity Shares after this
Issue is complete. We cannot assure you that you will be able to resell your Equity Shares at or above the Issue Price.
There can be no assurance that an active trading market for the Equity Shares will be sustained after this Issue, or that
the price at which the Equity Shares have historically traded will correspond to the price at which the Equity Shares will
trade in the market subsequent to the Issue.
The trading price of the Equity Shares may fluctuate due to a variety of factors, including our results of operations and
the performance of our business, competitive conditions, general economic, political and social factors, the performance
of the Indian and global economy and significant developments in India’s fiscal regime, volatility in the Indian and
global securities market, performance of our competitors and the perception in the market about investments in the
construction equipment sector, changes in the estimates of our performance or recommendations by financial analysts
and announcements by us or others regarding contracts, acquisitions, strategic partnerships, joint ventures, or capital
commitments.
For example, conditions in the Indian securities markets may cause the trading price of the Equity Shares to fluctuate.
The Indian securities markets are generally smaller and more volatile than securities markets in developed economies.
In the past, the Indian stock exchanges have experienced high volatility and other problems that have affected the market
price and liquidity of the listed securities, including temporary exchange closures, broker defaults, settlement delays and
strikes by brokers. Excessive volatility may, in turn, trigger the imposition of circuit breakers. A closure of, or trading
stoppage on, either of BSE or NSE could adversely affect the trading price of the Equity Shares.
In addition, if the stock markets in general experience a loss of investor confidence, the trading price of the Equity Shares
could decline for reasons unrelated to our business, financial condition or operating results. The trading price of the
80Equity Shares might also decline in reaction to events that affect other companies in our industry even if these events
do not directly affect us. Additionally, in recent years, there have been changes in laws and regulations regulating the
taxation of dividend income, which have impacted the Indian equity capital markets. See “Dividend Policy” on page
316.
Any of these factors could adversely affect the market price and liquidity of the Equity Shares.
74. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.
A company based in India may issue equity instruments to a person resident outside India subject to entry routes, sectoral
caps and attendant conditions prescribed in the FEMA Rules. Under the foreign exchange regulations currently in force
in India, transfers of shares between non-residents and residents are freely permitted (subject to certain exceptions) if
they comply with the requirements specified by the RBI. If the transfer of shares is not in compliance with such
requirements or falls under any of the specified exceptions, then prior approval of the RBI will be required.
Further, in accordance with the Consolidated FDI Policy dated October 15, 2020, Government of India, investments
where the beneficial owner of the equity shares is situated in or is a citizen of a country which shares land border with
India, can only be made through the Government approval route. These investment restrictions shall also apply to
subscribers of offshore derivative instruments.
In addition, shareholders who seek to convert the Indian Rupee proceeds from a sale of shares in India into foreign
currency and repatriate that foreign currency from India will require a no-objection or tax clearance certificate from the
income tax authority. Additionally, the Indian government may impose foreign exchange restrictions in certain
emergency situations, including situations where there are sudden fluctuations in interest rates or exchange rates, where
the Indian government experiences extreme difficulty in stabilizing the balance of payments or where there are
substantial disturbances in the financial and capital markets in India. These restrictions may require foreign investors to
obtain the Indian government’s approval before acquiring Indian securities or repatriating the interest or dividends from
those securities or the proceeds from the sale of those securities. There can be no assurance that any approval required
from the RBI or any other government agency can be obtained on any particular terms or at all.
81SECTION III – INTRODUCTION
THE ISSUE
The following table summarises the Issue details:
The Issue(1) consists of:
Issue of Equity Shares Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹1,500
million
A. QIB Category (2) Not more than [●] Equity Shares of face value of ₹10 each
Of which:
Anchor Investor Portion(3) Up to [●] Equity Shares of face value of ₹10 each
Net QIB Category (assuming Anchor Up to [●] Equity Shares of face value of ₹10 each
Investor Portion is fully subscribed)
Of which:
Mutual Fund Portion (5% of the Net QIB [●] Equity Shares of face value of ₹10 each
Category)
Balance of QIB Category for all QIBs [●] Equity Shares of face value of ₹10 each
including Mutual Funds
B. Non-Institutional Category(4)(5) Not less than [●] Equity Shares of face value of ₹10 each
Of which:
One-third available for allocation to [●] Equity Shares of face value of ₹10 each
Bidders with a Bid size of more than
₹200,000 and up to ₹1,000,000
Two-thirds available for allocation to [●] Equity Shares of face value of ₹10 each
Bidders with a Bid size of more than
₹1,000,000
C. Retail Category Not less than [●] Equity Shares of face value of ₹10 each
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue 2,40,10,000 Equity Shares of face value of ₹10 each
(as on the date of this Draft Red Herring
Prospectus)
Equity Shares outstanding after the Issue [●] Equity Shares of face value of ₹10 each
Use of Net Proceeds See “Objects of the Issue” on page 108 for information about the use of the
proceeds from the Issue.
(1) Our Board has authorised the Issue pursuant to its resolution dated September 01, 2025. Our Shareholders have
authorised the Issue pursuant to its special resolution dated September 01, 2025.
(2) Our Company may, in consultation with the BRLMs, allocate up to 60% of the QIB Portion to Anchor Investors on a
discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion will accordingly be reduced for
the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds only, 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 remaining
Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the Net 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. In the event the aggregate demand from Mutual Funds is less than as specified above, 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 in proportion to their Bids. For details, see the section titled “Issue Procedure” on
page 428.
(3) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or
a combination of categories. Subject to valid Bids being received at or above the Issue Price, under-subscription, if any,
in any category except the QIB Portion, would be allowed to be met with spill-over from any other category or
combination of categories, as applicable, at the discretion of our Company, in consultation with the BRLMs and the
Designated Stock Exchange.
82(4) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual
Bidders, shall be made on a proportionate basis subject to valid Bids received at or above the Issue Price. The allocation
to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in
the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. The
allocation to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the availability
of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a
proportionate basis. Allocation to Anchor Investors shall be on a discretionary basis. For details, see the section titled
“Issue Procedure” on page 428.
(5) Not more than 15% of the Issue shall be available for allocation to Non-Institutional Investors which shall be subject to
the following: (i) one-third of the portion available to Non-Institutional Bidders shall be reserved for Investors with an
application size of more than ₹ 0.20 million and up to ₹ 1.00 million, and (ii) two-third of the portion available to Non-
Institutional Bidders shall be reserved for Investors with application size of more than ₹ 1.00 million, provided that the
unsubscribed portion in either of the aforementioned subcategories may be allocated to Investors in the other sub-
category of Non-Institutional Bidders. The allotment to each Non-Institutional Bidders shall not be less than the
minimum application size (i.e. ₹ 0.20 million), subject to the availability of Equity Shares in the Non-Institutional
Portion, and the remaining Equity Shares, if any, shall be allotted on a proportionate basis.
Pursuant to Rule 19(2)(b) of the SCRR, the Issue is being made for at least [●]% of the post-Issue paid-up Equity Share
capital of our Company. Allocation to all categories of Bidders shall be made in accordance with SEBI ICDR Regulations.
The allocation to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to availability of Equity
Shares in the Retail Category and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis.
The allocation to each Non-Institutional Investor shall not be less than the minimum non-institutional application size,
subject to availability of Equity Shares in the 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 to the
SEBI ICDR Regulations. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI
ICDR Regulations. For further details, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” on pages 418,
424 and 428, respectively.
83SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from the Restated Financial Information for the
financial years ended March 31, 2025, March 31, 2024 and March 31, 2023. The summary financial information presented
below should be read in conjunction with “Restated Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” beginning on pages 317 and 358, respectively.
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84RESTATED STATEMENT OF ASSETS AND LIABILITIES
(₹ in million)
As at 31st March, As at 31st March, As at 31st March,
Particulars
2025 2024 2023
ASSETS
Non-Current Assets
A) Property, Plant and Equipment 20.12 13.32 5.79
B) Intangible Assets 0.24 - -
C) Capital Work-In-Progress 10.84 4.42 -
D) Financial Assets
(i) Investments 0.01 - -
(ii) Other Financial Assets 1.42 1.06 2.11
E) Deferred Tax Assets (Net) 1.25 0.54 0.24
Total Non-Current Assets 33.88 19.34 8.14
Current Assets
A) Inventories 284.77 125.84 37.87
B) Financial Assets
(i) Trade Receivables 49.50 43.60 10.00
(ii) Cash and Cash Equivalents 50.17 8.81 1.29
(iii) Bank Balances other than (ii) above - - -
(iv) Loans 95.19 81.03 20.21
(v) Other Financial Assets - - -
C) Other Current Assets 109.56 66.35 16.99
Total Current Assets 589.19 325.63 86.36
Total Assets 623.07 344.97 94.50
EQUITY AND LIABILITIES
Equity
A) Equity Share Capital 0.10 - -
B) Partner's Capital - 3.25 8.31
C) Other Equity 255.33 28.85 1.73
Total Equity 255.43 32.10 10.04
Liabilities
Non-Current Liabilities
A) Financial Liabilities
(i) Borrowings 39.45 6.21 2.51
B) Provisions 1.56 0.60 0.19
Total Non-Current Liabilities 41.01 6.81 2.70
Current Liabilities
A) Financial Liabilities
(i) Borrowings - 1.01 1.04
(ii) Trade Payables
- Total outstanding dues of micro enterprises and
27.50 18.2 7.45
small enterprises
- Total outstanding dues of other than micro
1.79 8.30 3.71
enterprises and small enterprises
B) Provisions 2.38 10.60 0.30
C) Current Tax liabilities 86.51 16.25 1.45
D) Other Current Liabilities 208.45 251.70 67.81
Total Current Liabilities 326.63 306.06 81.76
Total Equity and Liabilities 623.07 344.97 94.50
85RESTATED STATEMENT OF PROFIT AND LOSS
(₹ in Million)
For the year For the year For the year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Revenue:
Revenue from Operations 2,988.02 684.26 418.36
Other income 0.01 0.05 0.01
Total income 2,988.03 684.31 418.37
Expenses:
Cost of Materials Consumed 2,645.51 665.55 339.35
Changes in Inventories of Work-in-progress & Stores
(127.14) (70.37) 61.91
& Spares
Employee benefits expense 28.09 11.54 5.14
Finance costs 0.16 0.24 0.32
Depreciation and amortisation expense 4.35 1.97 2.03
Other expenses 87.42 29.5 6.26
Total expenses 2,638.40 638.43 415.01
Profit before tax 349.63 45.88 3.36
Tax expense
(i) Current tax 88.75 16.25 1.45
(ii) Deferred tax (0.71) (0.30) (0.31)
Net Tax Expenses 88.05 15.95 1.14
Profit for the year 261.58 29.93 2.22
Other Comprehensive Income
Items that will be reclassified to Profit or Loss - - -
Tax relating to Items that will be reclassified to Profit
- - -
or Loss
Items that will not be reclassified to Profit or Loss (0.17) (0.21) (0.03)
Tax relating to Items that will not be reclassified to
0.03 0.07 0.01
Profit or Loss
Other Comprehensive Income (0.14) (0.14) (0.02)
Total Comprehensive Income for the year/ Period 261.45 29.79 2.20
Earnings Per Share (EPS)
Basic Earnings Per Share 26,158.40 - -
Diluted Earnings Per Share 26,158.40 - -
86RESTATED STATEMENT OF CASH FLOW STATEMENT
(₹ in million)
For the year ended For the year ended For the year ended
Particulars
31st March, 2025 31st March, 2024 31st March, 2023
A. Cash flow from operating activities
Profit/(Loss) before tax 349.63 45.88 3.36
Adjustments for:
Depreciation and Amortisation Expense 4.35 1.97 2.03
Finance Cost 0.16 0.24 0.32
Operating profit before working capital changes 354.14 48.09 5.71
Changes in Working Capital:
Adjustments for (increase) / decrease in operating
assets:
Inventories (158.93) (87.97) 77.39
Trade Receivables (5.89) (33.60) 32.21
Current Financial Assets - Loans (14.16) (60.82) (18.62)
Deferred Tax Asset Movement (0.71) (0.30) (0.24)
Other Current Assets (43.21) (49.36) 18.62
Other Non-Current Financial Assets (0.37) 1.05 (1.59)
Adjustments for increase / (decrease) in operating
liabilities:
Trade Payables 2.78 15.34 (13.63)
Other Current Liabilities (43.26) 183.89 (99.95)
Current Provisions (8.23) 10.31 (0.03)
Non-Current Provisions 0.96 0.42 0.12
Cash Generated from Operations 83.13 27.05 (0.01)
Net Income tax paid (88.75) (16.25) (1.45)
Net Cash Flow generated/(used in) from
(5.62) 10.80 (1.46)
Operating Activities
B. Cash flow from investing activities
Capital expenditure on Property, Plant and
(11.39) (9.51) (0.33)
Equipment, including capital advances
Change in Capital Work in Progress (6.42) (4.42) -
Change in Non-Current Investment (0.01) - -
Net Cash Flow generated/(used in) from
(17.82) (13.93) (0.33)
Investing Activities
C. Cash flow from financing activities
Proceeds from Non-Current Borrowings 33.23 3.70 -
(Repayment of) Non-Current Borrowings - - (0.91)
Proceeds from / (Repayment of) Current
(1.01) (0.02) 0.07
Borrowings (net)
Proceeds from the issue of new equity shares - - -
Addition / (Withdrawal) from Partners Capital
32.73 7.21 (5.05)
(net)
Securities Premium received - - -
Finance Cost (0.16) (0.24) (0.32)
Net Cash Flow generated/(used in) from
64.80 10.65 (6.21)
Financing Activities
Net (decrease)/increase in cash and cash
41.36 7.52 (8.00)
equivalents (A+B+C)
Cash and cash equivalents at the beginning of
8.81 1.29 9.29
the year
Cash and cash equivalents at the end of the year 50.17 8.81 1.29
87GENERAL INFORMATION
Registered Office of our Company
Deon Energy Limited
Block D-604-605-606 6th Floor, Westgate,
S. G. Highway, Near YMCA Club, Makarba, Jivraj Park,
Ahmedabad, Gujarat 380051, India.
Tel No: +91 95589 15483
Email: investors@deonenergy.in
Website: www.deonenergy.in
For further details and details of changes in the registered office of our company, please refer to the chapter titled
“History and Certain Corporate Matters” beginning on page 272 of this Draft Red Herring Prospectus.
Company registration number and corporate identification number
Corporate Identity Number: U42201GJ2024PLC150542
Company Registration Number: 150542
Address of Registrar of Companies
Our Company is registered with the RoC located at the following address:
Registrar of Company, Ahmedabad
ROC Bhavan, Opp Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013, Gujarat
Tel No: 079-27438531
Fax: NA
Email: roc.ahmedabad@mca.gov.in
Website: www.mca.gov.in
Board of Directors of our Company
Details regarding our Board of Directors as on the date of this Draft Red Herring Prospectus are set forth below:
Name and Designation DIN Residential Address
Dharmesh Ashokbhai Makadiya 10588120 Umiyanagar, Nr. Bus Stand, Bhayavadar, Rajkot, Gujarat
Chairman and Managing Director 360450, India
Chiragbhai Dineshbhai Kalariya 07105719 Shree Ram, Jetpur Road, Punit Nagar, Main Road, Gondal,
Whole-time Director Rajkot 360311, Gujarat, India
Archanaben Kalariya 10588121 Shree Ram, Jetpur Road, Punit Nagar Main Road, Gondal,
Executive Director Rajkot 360311, Gujarat, India
Bhargav Chaturbhai Kavar 07547401 Bhargav, Plot Number – 4 Shakti Society, Ravapar Road,
Executive Director and Chief Financial Morbi, Gujarat 363641, India
Officer
Rajnikant C Patel 11183181 Chaitanya, Block Number-8, Silver Avenue Society,
Non-Executive Independent Director Street Number-5, Behind Parimal School, Kalawad Road,
Sau Uni Area, Rajkot 360005, Gujarat, India
Ashokkumar Jivaraj Chavda 11119754 Om Shivnagar Street No. 5, Near P. D. M College, Gondal
Non-Executive Independent Director Road, Rajkot 360004, Gujarat, India
Maulik S Bagdai 11180931 Hanumandhara Block No-1, Nandanvan Society Street
Non-Executive Independent Director No-1, 150 Feet Ring Road, Nanavati Chowk, Raiya Road,
Rajkot 360007, Gujarat, India.
Himali R Lakhani 07075457 B-504, Orchid Exotica, Off. Corporate Road, Nr. Orchid
Non-Executive Independent Director Mayfair, Prahladnagar, Jivraj Park, Ahmedabad 380051,
Gujarat, India
88For further details of our Directors, see “Our Management – Our Board of Directors” on page 284.
Company Secretary and Compliance Officer
Jeeveka Narendra Tharwani is the Company Secretary and Compliance Officer of our Company. Her contact details are
set forth below:
Jeeveka Narendra Tharwani
Block D-604-605-606 6th Floor, Westgate, S. G.
Highway, Near YMCA Club, Makarba, Jivraj Park,
Ahmedabad, Gujarat, India, 380051.
Tel No: +91 95589 15483
Email: investors@deonenergy.in
Investor Grievances
Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Issue in case of any pre-Issue
or post-Issue related grievances including non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the
respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Issue
related queries and for redressal of complaints, investors may also write to the BRLM.
All Issue-related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Issue with a copy to
the relevant Designated Intermediary(ies) with whom the Bid cum Application Form was submitted, giving full details such
as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder,
number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked
or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum
Application Form and the name and address of the relevant Designated Intermediary(ies) where the Bid was submitted.
Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediaries in
addition to the documents or information mentioned hereinabove. All grievances relating to Bids submitted through
Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Issue. The Registrar to the
Issue shall obtain the required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue , giving full details such
as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor
Application Form was submitted by the Anchor Investor.
Book Running Lead Manager
Smart Horizon Capital Advisors Private Limited
(Formerly Known as Shreni Capital Advisors Private Limited)
B/908, Western Edge II, Kanakia Space, Behind Metro Mall,
Off Western Express Highway, Magathane, Borivali East,
Mumbai - 400066, Maharashtra, India.
Tel No: 022 - 28706822
Investor Grievance E-mail: investor@shcapl.com
Email: deonenergy@shcapl.com
Website: www.shcapl.com
Contact Person: Parth Shah
SEBI Registration No.: INM000013183
Statement of inter-se allocation of responsibilities amongst the Book Running Lead Manager
Smart Horizon Capital Advisors Private Limited (Formerly Known as Capital Advisors Private Limited) is the sole Book
Running Lead Manager to this Issue and all the responsibilities relating to co-ordination and other activities in relation to the
Issue shall be performed by them and hence a statement of inter-se allocation of responsibilities is not required.
Syndicate Members
[●]*
89Legal Counsel to the Issue
T&S Law
14-15, Logix Technova,
Block B, Sector 132,
Noida — 201 304,
Uttar Pradesh, India
Telephone: +91 120 666 1348
Contact Person: Sagarieeka
Email: info@tandslaw.in
Registrar to the Issue
Bigshare Services Private Limited
S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,
Andheri (East) Mumbai – 400 093,
Maharashtra, India
Telephone Number: 022-62638200
E-mail: ipo@bigshareonline.com
Investor Grievance E-mail: investor@bigshareonline.com
Website: www.bigshareonline.com
Contact Person: Mr. Babu Rapheal C.
CIN: U99999MH1994PTC076534
SEBI Registration Number: INR000001385
Statutory Auditors of our Company
Shivam Soni & Co., Chartered Accountants
802, Swati Clover, Nr. Shilaj circle, Thaltej
Bopal Road, Ahmedabad – 380058, India
Tel No.: +91 9409519080
Email: ca.shivam94@gmail.com
Contact Person: CA Shivam Soni
Membership No.: 178351
Firm Registration No.: 152477W
Peer Review Registration No. 017758
Changes in Auditors
There has been no change in the statutory auditors of our Company since Incorporation
Bankers to the Issue/ Public Issue Bank/ Refund Bank/ Sponsor Bank
[●]*
*The Banker to the Issue and Syndicate Member shall be appointed prior to filing of the Red Herring Prospectus with the
ROC.
Bankers to the Company
HDFC Bank Limited
“Opera Dream” Ground Floor, Near Balaji Hall,
150 Ring road, Rajkot, 360004
Tel No: +91 9377518368
Email: amit.bhatt@hdfc.com
Website: www.hdfcbank.com
Contact Person: Mr. Amit Bhatt
CIN: L65920MH1994PLC080618
Designated Intermediaries
90Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
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 UPI Bidders using the
UPI Mechanism), not Bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit
the Bid cum Application Forms, is available at
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.
Self-Certified Syndicate Banks and mobile applications enabled for UPI Mechanism
In accordance with SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and SEBI ICDR Master
Circular, UPI Bidders using the UPI Mechanism may only apply through the SCSBs and mobile applications whose names
appear on the website of the SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40
and www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 respectively, and updated from
time to time.
Syndicate Self Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process 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 Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or any
such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders (other than RIBs) can submit ASBA Forms in the Issue using the stockbroker network of the stock exchange, i.e.
through the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms,
including details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock
Exchanges at http://www.bseindia.com/Markets/PublicIssues/brokercentres_new.aspx?expandable=3 and
http://www.nseindia.com/products/content/equities/ipos/ipo_mem_terminal.htm, as updated from time to time.
Registrar and Share Transfer Agents
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 websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/Rtadp.aspx? And
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products-services/initial-public-
offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red Herring
Prospectus:
Our Company has received written consent dated September 17, 2025 from our Independent Chartered Accountants, Shivam
Soni & Co., Chartered Accountants (FRN No. 152477W), holding a valid peer review certificate from ICAI , to include
their name as required under Section 26(1) of the Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red
Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act 2013 to the extent and in their
capacity as independent chartered accountant, and in respect of their (i) examination report dated September 17, 2025 on our
Restated Financial Information; (ii) their report dated September 17, 2025, on the statement of special tax benefits available
to the Company, and its Shareholders under the applicable laws in India and (iii) other various certifications issued by them
in their capacity as independent chartered accountant to our Company, included in this Draft Red Herring Prospectus. Such
91consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U. S. Securities Act.
Our Company has received written consent dated September 23, 2025 from Dhruv Raval & Associates, Company Secretaries,
to include their name as the independent practicing company secretary as required under Section 26(1) of the Companies Act
read with the SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the Companies Act, and such
consent has not been withdrawn as on the date of this Draft Red Herring Prospectus;
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Monitoring Agency
Our Company will appoint a monitoring agency prior to the filing of the Red Herring Prospectus in accordance with
Regulation 41 of the SEBI ICDR Regulations. The relevant details shall be included in the Red Herring Prospectus. For
further details in relation to the proposed utilisation of the proceeds from the Fresh Issue, see “Objects of the Issue –
Monitoring of utilization of funds” on page 119.
Grading of the Issue
No credit agency registered with SEBI has been appointed for obtaining grading for the Issue.
Appraising Entity
No appraising entity has been appointed in relation to the Issue.
Credit Rating
As the Issue is of Equity Shares, credit rating is not required.
Debenture Trustees
As the Issue is of Equity Shares, the appointment of debenture trustees is not required.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Filing of this Draft Red Herring Prospectus
A copy of this Draft Red Herring Prospectus will be filed electronically with SEBI through the SEBI intermediary portal at
www.siportal.sebi.gov.in, in accordance with the SEBI ICDR Master Circular, as specified in Regulation 25(8) of SEBI
ICDR Regulations.
A copy of this Draft Red Herring Prospectus will also be filed with SEBI at:
Securities and Exchange Board of India
Corporation Finance Department,
Division of Issues and Listing, SEBI Bhavan,
Plot No. C4 A, ‘G’ Block, Bandra Kurla Complex,
Bandra (East) Mumbai - 400 051, Maharashtra, India.
Filing of the Red Herring Prospectus and the Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed under Section
32 of the Companies Act 2013 shall be filed with the RoC at its office and a copy of the Prospectus to be filed under Section
26 of the Companies Act 2013 with the RoC at its office and through the electronic portal at
www.mca.gov.in/mcafoportal/loginvalidateuser.do. For details of the address, see “Address of the Registrar of Companies”
on page 88.
Book Building Process
92Book building, in the context of the Issue, refers to the process of collection of Bids from Bidders on the basis of the Red
Herring Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and the
minimum Bid Lot will be decided by our Company, in consultation with the BRLM, and advertised in [●] editions of [●], an
English national daily newspaper, all editions of [●], a Hindi national daily newspaper, and [●] edition of [●], (a widely
circulated Gujarati newspaper, Gujarati being the regional language of Gujarat 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 Stock Exchanges for the
purposes of uploading on their respective websites. Pursuant to the Book Building Process, the Issue Price shall be
determined by our Company, in compliance with the SEBI ICDR Regulations, after the Bid/Issue Closing Date. For further
details, see “Issue Procedure” on page 428.
All Bidders (other than Anchor Investors) can participate in this Issue only through the ASBA process by providing
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by SCSBs. In
addition to this, the UPI Bidders may participate through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs; or (b) through
the UPI Mechanism. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to withdraw their
Bid(s) or lower the size of their Bid(s) (in terms of quantity of Equity Shares bearing face value of ₹10 or the Bid
Amount) at any stage. Retail Individual Investors can revise their Bid(s) during the Bid/Issue Period and withdraw
their Bid(s) until the Bid/Issue Closing Date. Anchor Investors are not allowed to revise or withdraw their Bids after
the Anchor Investor Bidding Date. Allocation to all categories, other than Anchor Investors, Non-Institutional
Investors and Retail Individual Investors, shall be made on a proportionate basis, subject to valid Bids received at or
above the Issue Price. Allocation to the Anchor Investors will be on a discretionary basis. For further details on method
and process of Bidding, see “Terms of the Issue” and “Issue Procedure” on pages 418 and 428 respectively.
The Book Building Process and bidding process are subject to change, from time to time. Bidders are advised to make
their own judgment about an investment through this process prior to submitting a Bid in the Issue.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and the terms of
the Issue.
Bidders should note that the Issue is also subject to (i) the final approval of the RoC after the Prospectus is filed with the
RoC, and (ii) our Company obtaining final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment.
For an illustration of the Book Building Process, price discovery process and allocation, see “Issue Procedure” on page 418.
Underwriting Agreement
Prior to the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable, and in accordance with the nature
of underwriting which is determined in accordance with Regulation 40(3) of SEBI ICDR Regulations, our Company will
enter into the Underwriting Agreement with the Underwriter(s) for the Equity Shares proposed to be offered through the
Issue. The extent of underwriting obligations and the Bids to be underwritten by each BRLM shall be as per the Underwriting
Agreement. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriter(s) will be several and
will be subject to certain conditions to closing, as specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus and will be executed
prior to the filing of the Red Herring Prospectus or Prospectus with the RoC, as applicable. This portion has been
intentionally left blank and will be filled in before the filing of the Red Herring Prospectus or the Prospectus with the RoC,
as applicable)
Name, address, telephone number and e-mail Indicative number of Equity Amount underwritten
address of the Underwriters Shares to be Underwritten (₹ in million)
[●] [●] [●]
Total [●] [●]
The abovementioned underwriting commitment is indicative and will be finalized after determination of the Issue Price and
Basis of Allotment and will be subject to the provisions of Regulation 40(2) of the SEBI ICDR Regulations.
93In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The Underwriter(s) are registered with the SEBI under Section 12(1) of the SEBI
Act or registered as brokers with the Stock Exchange(s). Our Board, at its meeting held on [●], has accepted and entered into
the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriter(s) may not necessarily be in proportion to their underwriting commitments set forth in
the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with
respect to Equity Shares allocated to investors procured by them.
Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLM will be responsible for
bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations.
94CAPITAL STRUCTURE
The share capital of our Company, as of the date of this Draft Red Herring Prospectus, is set forth below:
(in ₹, except share data, unless otherwise stated)
Sr. Particulars Aggregate value at face Aggregate
No. value Value at
Issue Price*
A. AUTHORIZED SHARE CAPITAL1
3,50,00,000 Equity Shares bearing face value of ₹10/- each 35,00,00,000 -
-
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
2,40,10,000 Equity Shares of face value ₹10/- each 24,01,00,000 -
C. PRESENT ISSUE IN TERMS OF THIS DRAFT RED HERRING PROSPECTUS
Issue of up to [●] Equity Shares of face value of ₹10/- each [●] [●]
aggregating up to ₹ 1,500 million2
D. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE
[●]Equity Shares bearing face value of ₹10/- each*^ [●] [●]
E. SECURITIES PREMIUM ACCOUNT
Before the Issue (as on March 31, 2025) -
After the Issue* [●]
* To be included upon finalisation of the Issue Price and subject to the Basis of Allotment.
^Assuming full subscription in the Issue.
1 For details in relation to changes in the authorized share capital of our Company in the last 10 years, see “History and
Certain Corporate Matters – Amendments to our Memorandum of Association” on page 272.
2 The Issue has been authorized by a resolution of our Board dated September 01, 2025. Our Shareholders have
authorised the Issue pursuant to their special resolution dated September 01, 2025 at shorter notice in accordance with
Section 62(1)(c) of the Companies Act, 2013.
95Notes to the Capital Structure
1. Changes in the authorized share capital of our Company
Since incorporation, the authorized share capital of our Company has been altered in the following manner:
Sr. Particulars Cumulative No. of Face Value of Cumulative Authorized Date of Meeting Whether AGM/
No. Equity Shares Equity Share Share Capital (in ₹) EOGM
1. On incorporation 10,000 10/- 1,00,000 On incorporation N.A.
2. Increased from ₹1,00,000 to 3,50,00,000 10/- 35,00,00,000 April 23, 2025 EOGM
₹35,00,00,000
2. Changes in the Paid-up Share capital of our Company
Equity Share Capital
The history of the Equity Share capital of our Company is disclosed below:
Date of Nature of allotment Name(s) of allottee(s) and details of Number of Face value Issue price Nature of Cumulative Cumulative
Allotment equity shares allotted per allottee equity per equity per equity consideration number of paid-up
shares share share equity shares equity share
allotted (₹) (₹) capital (in ₹)
April 11, Initial subscription 10,000 10 10 Cash 10,000 1,00,000
No. of Equity Name of allottees
2024 to the Memorandum
shares of face
of Association(1)(2)
value of ₹ 10/-
allotted
3,750 Dharmesh Ashokbhai
Makadiya
3,750 Archanaben Kalariya
2,500 Bhargav Chaturbhai
Kavar
September Bonus Issue (in the 2,40,00,00 10 Nil NA 2,40,10,000 24,01,00,000
No. of Equity Name of allottees
02, 2025 ratio of 2,400 equity 0
shares of face
shares for every 1
value of ₹ 10/-
equity share held) (3)
allotted
87,60,000 Dharmesh Ashokbhai
Makadiya
21,60,000 Archanaben Kalariya
96Date of Nature of allotment Name(s) of allottee(s) and details of Number of Face value Issue price Nature of Cumulative Cumulative
Allotment equity shares allotted per allottee equity per equity per equity consideration number of paid-up
shares share share equity shares equity share
allotted (₹) (₹) capital (in ₹)
55,20,000 Bhargav Chaturbhai
Kavar
68,40,000 Chiragbhai Dineshbhai
Kalariya
2,40,000 Chaturbhai Harjibhai
Kavar
2,40,000 Khusbhu Indravadan
Patel
2,40,000 Jalpa Bhargav Kavar
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Note:
(i) Our Company was incorporated on April 11, 2024. The date of subscription to the Memorandum of Association is April 10, 2024.
(ii) The subscribers to MOA were partners in the erstwhile partnership firm and their capital is converted into equity shares pursuant to conversion of partnership firm into
Private Limited Company.
(iii) Bonus issuance of 2,40,00,000 Equity Shares of face value of ₹10/- each of our Company was made pursuant to resolutions of the Board and Shareholders, each dated
September 01 2025 out of the reserves and surplus of the Company.
Preference Share Capital
As on the date of this Draft Red herring Prospectus, our Company does not have any outstanding preference shares.
973. Secondary transactions of equity shares by the Promoters and Promoter Group
Except as disclosed below, there have been no secondary transactions of specified securities of our Company by our
Promoters and members of the Promoter Group since Incorporation of our company.
Date of Details of Details of Nature of Number of Face Acquisition/ Nature of
transfer transferor transferee Transaction equity value transfer Consideration
of Equity shares per price per
shares transferred equity equity
share share (₹)
(₹)
April 22, Dharmesh Khushbu Transfer 100 10 Nil NA
2025 Ashokbhai Indravadan through gift
Makadiya Patel deed
April 22, Archanaben Chiragbhai Transfer 100 10 Nil NA
2025 Kalariya Dineshbhai through gift
Kalariya deed
April 22, Bhargav Jalpa Bhargav Transfer 100 10 Nil NA
2025 Chaturbhai Kavar through gift
Kavar deed
April 22, Bhargav Chaturbhai Transfer 100 10 Nil NA
2025 Chaturbhai Harjibhai through gift
Kavar Kavar deed
August Archanaben Chiragbhai Transfer 2,750 10 Nil NA
01, 2025 Kalariya Dineshbhai through gift
Kalariya deed
4. Issue of Shares at a price lower than the Issue Price in the last one year
Except as disclosed under “Notes to the Capital Structure – Equity share capital” on page 96, our Company has not issued
any Shares at a price which may be lower than the Issue Price during the period of one year preceding the date of this Draft
Red Herring Prospectus.
The Issue Price shall be determined by our Company, in consultation with the BRLMs, after the Bid / Issue Closing Date
5. Equity shares issued out of revaluation reserves
Our Company has not issued any equity shares out of revaluation of reserves since incorporation.
6. Equity shares issued through bonus issue or for consideration other than cash
Except as disclosed below, our Company has not issued any equity shares through bonus issue or for consideration other
than cash, since incorporation.
Date of Date of Nature of Name(s) of allottee(s) and Number Face Issue Benefits,
Issuance allotment allotment details of equity shares allotted of equity value price per if any
per allottee shares per equity accrued
allotted equity share (₹) to our
share (₹) Compan
y
Board Septembe Bonus 2,40,00, 10 Nil NA
No. of Equity Name of
Resolutio r 02, 2025 Issue (in 000
shares of face allottees
n the ratio
value of ₹ 10
dated: of 2,400
allotted
Septembe equity
r shares for 87,60,000 Dharmesh
01, 2025 every 1 Ashokbhai
equity Makadiya
Sharehold share 21,60,000 Archanaben
er’s held)(1) Kalariya
98Date of Date of Nature of Name(s) of allottee(s) and Number Face Issue Benefits,
Issuance allotment allotment details of equity shares allotted of equity value price per if any
per allottee shares per equity accrued
allotted equity share (₹) to our
share (₹) Compan
y
Resolutio 55,20,000 Bhargav
n Chaturbhai
dated: Kavar
Septembe 68,40,000 Chiragbhai
r Dineshbhai
01, 2025 Kalariya
2,40,000 Chaturbhai
Harjibhai
Kavar
2,40,000 Khusbhu
Indravadan
Patel
2,40,000 Jalpa Bhargav
Kavar
7. Issue of Shares pursuant to schemes of arrangement
Our Company has not allotted any equity shares pursuant to any scheme of arrangement approved under sections 230-234
of the Companies Act, 2013, as applicable, since incorporation.
8. Issue of Equity Shares under Employee Stock Option Scheme/Employee Share Purchase Scheme/Stock
Appreciation Rights Scheme
As on date of this Draft Red Herring Prospectus, our Company has not issued any equity shares under any employee stock
option schemes or Employee Share Purchase Scheme or Stock Appreciation Rights Scheme.
9. Our shareholding pattern
Set forth below is the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
S Cate N No. N No. Tot Shar Number of Voting No. Shar Numb Numb Num
r. gory os. of o. of al ehol Rights held in each of ehold er of er of ber of
N of of full of sha nos. ding class of securities (IX) Shar ing, Locke Share equit
o shar sh y P res shar as a es as a d in s y
. ehol ar paid ar und es % of Und % shares pledge share
(I der e -up tly erly held total erlyi assu (XII) d or s held
) (II) ho equi pa ing (VII no. ng ming other in
ld ty id Dep = of Outs full wise dema
er shar - osit IV+ shar tand conv encu terial
s es u ory V+ es ing ersio mbere ized
(II held p Rec VI) (calc conv n of d form
I) (IV) eq eipt ulate ertib conv (XIII) (XIV)
ui s d as le ertibl
ty (VI) per No of Voting Tot secu e N As N As
sh SCR Rights al ritie secur o a o. a
ar R, Clas Cl Total as a s ities . % ( %
es 1957 s eg: ass % (incl (as a ( of a of
he ) As Equi eg: of udin perce a tot ) tot
ld a % ty Ot (A+ g ntage ) al al
(V of Shar her B+ War of Sh Sh
) (A+ es^ s C) rant dilut ar ar
B+C s) ed es es
2) (X) share hel hel
(VIII capit d d
) al) (b) (b)
99As a
% of
(A+B
+C2)
(XI=
VIII+
IX)
( Prom 7 2,40, - - 2,40, 100. 2,40 - 2,40 10 - - - - - - 2,40,
A oter 10,00 10,00 00% ,10, ,10, 0.0 10,00
) and 0 0 000 000 0% 0
Prom
oter
Grou
p
(B Publi - - - - - - - - - - - - - - - - -
) c
(C Non- - - - - - - - - - - - - - - - - -
) Prom
oter
Non -
Publi
c
(C Shar - - - - - - - - - - - - - - - - -
1) es
unde
rlyin
g
DRs
(C Shar - - - - - - - -- - - - -- - - - - -
2) es
held
by
Empl
oyee
Trust
s
Tota 7 2,40, - - 2,40, 100. 2,40, - 2,40 10 - - - - - - 2,40,
l 10,00 10,0 00% 10,0 ,10, 0.0 10,00
0 00 00 000 0 0
Note: The total number of shareholders has been calculated based on the beneficiary position statement dated September
19, 2025.
10. Other details of shareholding of our Company
a) As on the date of the filing of this Draft Red Herring Prospectus, our Company has 7 Shareholders. Further, our
Company is in compliance with Section 25 of the Companies Act, 2013 and has not made any allotment(s) to an
aggregate of more than 200 allottees in a financial year, since its incorporation
b) Set forth below is a list of Shareholders holding 1% or more of the paid-up Equity Share capital of our Company as
on the date of this Draft Red Herring Prospectus:
Sr. Name of the Shareholder Number of Equity Shares held % of Pre-issue Equity
No. (bearing face value of ₹ 10/- each) share capital
1. Dharmesh Ashokbhai Makadiya 87,63,650 36.50%
2. Chiragbhai Dineshbhai Kalariya 68,42,850 28.50%
3. Archanaben Chiragbhai Kalariya 21,60,900 9.00%
4. Bhargav Chaturbhai Kavar 55,22,300 23.00%
5. Jalpa Bhargav Kavar 2,40,100 1.00%
6. Chaturbhai Harjibhai Kavar 2,40,100 1.00%
7. Khushbu Indravadan Patel 2,40,100 1.00%
100Total 2,40,10,000 100%
c) Set forth below is the list of shareholders holding 1% or more of the paid-up Equity Share capital of our Company,
on a fully diluted basis and the number of Equity Shares held by them, 10 days prior to the date of this Draft Red
Herring Prospectus:
Sr. Name of the Shareholder Number of Equity Shares held % of Pre-issue Equity
No. (bearing face value of ₹ 10/- each) share capital
1. Dharmesh Ashokbhai Makadiya 87,63,650 36.50%
2. Chiragbhai Dineshbhai Kalariya 68,42,850 28.50%
3. Archanaben Chiragbhai Kalariya 21,60,900 9.00%
4. Bhargav Chaturbhai Kavar 55,22,300 23.00%
5. Jalpa Bhargav Kavar 2,40,100 1.00%
6. Chaturbhai Harjibhai Kavar 2,40,100 1.00%
7. Khushbu Indravadan Patel 2,40,100 1.00%
Total 2,40,10,000 100%
d) Set forth below is the list of shareholders holding 1% or more of the paid-up Equity Share capital of our Company,
on a fully diluted basis and the number of Equity Shares held by them, as of one year prior to the date of this Draft
Red Herring Prospectus:
Sr. Name of the Shareholder Number of Equity Shares held % of Pre- issue Equity
No. (bearing face value of ₹ 10/- each) share capital
1. Dharmesh Ashokbhai Makadiya 3,750 37.50%
2. Archanaben Chiragbhai Kalariya 3,750 37.50%
3. Bhargav Chaturbhai Kavar 2,500 25.00%
Total 10,000 100.00%
e) The list of shareholders holding 1% or more of the paid-up Equity Share capital of our Company on a fully diluted
basis and the number of Equity Shares held by them, as of two years prior to the date of this Draft Red Herring
Prospectus is not applicable as the status of our company was “Partnership firm” two years prior to the date of filing
of this Draft Red Herring Prospectus. Our Company has been formed pursuant to conversion of Partnership firm
namely “M/s Deon Energy” to Private Limited Company namely “Deon Energy Private Limited” w.e.f. April 11,
2024.
f) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments convertible
into our Equity Shares or which would entitle any person any option to receive Equity Shares, as on the date of this
Draft Red Herring Prospectus
Details of shareholding of our Promoters and members of the Promoter Group
a) As on the date of this Draft Red Herring Prospectus, our Promoters hold 2,32,89,700 Equity Shares in aggregate,
equivalent to 97% of the Equity Share capital of our Company, as set forth in the table below:
Sr. Names Pre- Issue Post- Issue*
No. No. of Equity % of the pre-Issue No. of Equity % of the pre-Issue
Shares held paid-up equity Shares held paid-up equity
(bearing face share capital (bearing face share capital
value of ₹ 10/- value of ₹ 10/-
each) each)
Promoters (A)
1. Dharmesh Ashokbhai Makadiya 87,63,650 36.50% [●] [●]
2. Chiragbhai Dineshbhai Kalariya 68,42,850 28.50% [●] [●]
3. Archanaben Kalariya 21,60,900 9.00% [●] [●]
4. Bhargav Chaturbhai Kavar 55,22,300 23.00% [●] [●]
Total (A) 2,32,89,700 97.00% [●] [●]
Promoter Group (B)
5. Chaturbhai Harjibhai Kavar 2,40,100 1.00% [●] [●]
1016. Khushbu Indravadan Patel 2,40,100 1.00% [●] [●]
7. Jalpa Bhargav Kavar 2,40,100 1.00% [●] [●]
Total (B) 7,20,300 3.00% [●] [●]
Total (A+B) 2,40,10,000 100% [●] [●]
* To be updated prior to filing the Prospectus with the RoC.
b) All Equity Shares held by our Promoters and Promoter Group are in dematerialised form as on the date of this Draft Red
Herring Prospectus.
c) Build-up of the Promoters shareholding in our Company
History of build-up of Promoters’ shareholding in our Company
The build-up of the Equity shareholding of our Promoters since incorporation of our Company is set out below:
Date of Number of Face Issue/ Nature of Nature of % of the % of the
allotment/ equity Shares value acquisition/t Considera transaction pre -Issue post Issue
transfer allotted/ per ransfer tion (Allotment/Tran share hare
transferred equity price per sfer) capital capital*
share equity share (%) (%)
(₹) (₹)
(i) Dharmesh Ashokbhai Makadiya
April 11, 3,750 10 10 Cash Initial 0.02% [●]
2024 Subscription to
the Memorandum
of Association
April 22, (100) 10 Nil NA Transfer to Negligible [●]
2025 Khushbu Indravan
Patel through Gift
September 87,60,000 10 Nil NA Bonus Issue (in 36.48% [●]
02, 2025 the ratio of 2,400
equity shares for
every 1 equity
share held)
Total - A 87,63,650 36.50% [●]
(ii) Chiragbhai Dineshbhai Kalariya
April 22, 100 10 Nil NA Transfer from. Negligible [●]
2025 Archanaben
Kalariya through
Gift
August 01, 2,750 10 Nil NA Transfer from. 0.01% [●]
2025 Archanaben
Kalariya
September 68,40,000 10 Nil NA Bonus Issue(in the 28.49% [●]
02, 2025 ratio of 2,400
equity shares for
every 1 equity
share held)
Total - B 68,42,850 28.50% [●]
(iii) Archanaben Kalariya
April 11, 3,750 10 10 Cash Initial 0.02% [●]
2024 Subscription to
the Memorandum
of Association
April 22, (100) 10 Nil NA Transfer to Negligible [●]
2025 Chiragbhai
Dineshbhai
Kalariya through
Gift
102Date of Number of Face Issue/ Nature of Nature of % of the % of the
allotment/ equity Shares value acquisition/t Considera transaction pre -Issue post Issue
transfer allotted/ per ransfer tion (Allotment/Tran share hare
transferred equity price per sfer) capital capital*
share equity share (%) (%)
(₹) (₹)
August 01, (2,750) 10 Nil NA Transfer to (0.01)% [●]
2025 Chiragbhai
Dineshbhai
Kalariya through
Gift
September 21,60,000 10 Nil NA Bonus Issue(in the 8.99% [●]
02, 2025 ratio of 2,400
equity shares for
every 1 equity
share held)
Total – C 21,60,900 9.00% [●]
(iv) Bhargav Chaturbhai Kavar
April 11, 2,500 10 10 Cash Initial 0.01% [●]
2024 Subscription to
the Memorandum
of Association
April 22, (100) 10 Nil NA Transfer to Jalpa Negligible [●]
2025 Bhargav Kavar
through Gift
(100) 10 Transfer to Negligible [●]
Chaturbhai
Harjibhai Kavar
through Gift
September 55,20,000 10 Nil NA Bonus Issue(in the 22.99% [●]
02, 2025 ratio of 2,400
equity shares for
every 1 equity
share held)
Total - D 55,22,300 23.00% [●]
Total 2,32,89,700 97.00% [●]
(A+B+C+D)
* To be updated prior to filing the Prospectus with the RoC.
a) All the Equity Shares held by our Promoters were fully paid-up on the respective date of acquisition of such Equity
Shares by it. Further, none of the Equity Shares held by our Promoters are pledged.
b) Except as disclosed in “- Build-up of the Promoters shareholding in our Company” and “- Secondary transactions
involving the Promoters and Promoter Group”, none of the members of our Promoter Group, our Promoters, and/or
our Directors and their relatives have purchased or sold any securities of our Company during the period of six
months immediately preceding the date of this Draft Red Herring Prospectus.
c) There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors
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 relevant financing entity) during the period of six months immediately
preceding the date of this Draft Red Herring Prospectus.
d) All Equity Shares held by our Promoters, Promoter group, directors and KMP are in dematerialized form as on the
date of this Draft Red Herring Prospectus.
11. Details of minimum Promoters’ Contribution and lock-in of Equity Shares held by our Promoters
a) Pursuant to Regulations 14 and 16(1) of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-
Issue Equity share capital of our Company held by our Promoters shall be considered as minimum promoter
contribution and locked-in for a period of eighteen months (18) months from the date of Allotment (“Minimum
103Promoters’ Contribution”) and the equity shares held by our Promoters in excess of Promoters Contribution and the
equity shares held by them transferred pursuant to the Issue, shall be locked in for a period of six months (6) months,
from the date of Allotment or any other period as may be prescribed under applicable law.
b) Details of the Equity Shares to be locked-in for eighteen months from the date of Allotment as Promoters’ Contribution
are set forth in the table below:
Name of Number Number Date of Face Allotment Nature of % of the Date up
the of Equity of allotment/ Value Per /Acquisiti transactio post - to which
Promoter Shares of Equity transfer# Share (₹) on price n Issue paid the
face value Shares of per equity -up Equity
₹10/- each face value Share of capital Shares
Held(1) ₹10/- each face value (%) are
Locked- ₹10/- each subject to
in* (₹) lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
#All equity shares were fully paid-up at the time of allotment/ transfer
* Subject to finalisation of Basis of Allotment.
c) Our Promoters have given their consent to include such number of Equity Shares held by them as may constitute 20%
of the fully diluted post-issue equity share capital of our Company as Promoters’ Contribution. Our Promoters have
agreed not to dispose, sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoters’ Contribution
from the date of this Draft Red Herring Prospectus, until the expiry of the lock-in period specified above, or for such
other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the SEBI ICDR
Regulations.
d) The Equity Shares being locked-in are not and will not be ineligible for computation of Promoters’ Contribution under
Regulation 15 of the SEBI ICDR Regulations. In this connection, we confirm the following:
(i) Equity Shares offered for Promoters’ Contribution do not include equity shares acquired during the three years
preceding the date of this Draft Red Herring Prospectus (a) for consideration other than cash and revaluation of
assets or capitalisation of intangible assets, or (b) as a result of bonus shares issued by utilization of revaluation
reserves or unrealised profits or from bonus issue against equity shares which are otherwise in-eligible for
computation of Promoters’ Contribution;
(ii) the Promoters’ Contribution does not include any equity shares acquired during the one year preceding the date of
this Draft Red Herring Prospectus, at a price lower than the price at which the Equity Shares are being issued to the
public in the Issue;
(iii) Our Company has been formed by the conversion of a partnership firm into a company, however no Equity Shares
have been issued in the one year immediately preceding the date of this Draft Red Herring Prospectus pursuant to
conversion of a partnership firm except as disclosed under “Capital Structure – Share Capital History of our
Company; and
(iv) the Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge or any other form of
encumbrance.
12. Details of share capital locked-in for six (6) months
In terms of Regulation 16(1)(b) and Regulation 17 of the SEBI ICDR Regulations, the entire pre-issue Equity Share capital
of our Company (other than the Promoters’ Contribution as prescribed in “-Details minimum Promoters’ Contribution and
lock-in of Equity Shares held by our Promoters” on page 103 and other than the shareholding of our Promoters in our
Company) will be locked-in for a period of six months from the date of Allotment in the issue or such other period as may be
prescribed under the SEBI ICDR Regulations, except for the:
(i) Equity Shares which are successfully transferred as part of the Offer for Sale - Not Applicable; and
104(ii) Equity Shares allotted to eligible employees of the Company (whether currently an employee or not) pursuant to
the ESOP Scheme, prior to the issue – Not Applicable.
Pursuant to Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue Equity Share capital of our Company will be
locked in for a period of six months from the date of Allotment. As on the date of this Draft Red Herring Prospectus, our
Company does not have Shareholders that are venture capital funds or alternative investment funds of category I or category
II or a foreign venture capital investor.
Further, any unsubscribed portion of the issued Shares would also be locked-in as required under the SEBI ICDR Regulations
13. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
50% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of
90 days from the date of Allotment, and the remaining 50% of the Equity Shares Allotted to Anchor Investors under the
Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
14. Other Requirements in respect of lock-in
As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity
Shares locked-in are recorded by the relevant Depository.
15. Other requirements in respect of lock-in
Pursuant to Regulation 21 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, as mentioned
above, may be pledged as collateral security for a loan with a scheduled commercial bank, a public financial institution,
Systemically Important Non-Banking Financial Company or a deposit accepting housing finance company, subject to the
following:
(a) With respect to the Equity Shares locked-in for six months from the date of Allotment, such pledge of the Equity
Shares must be one of the terms of the sanction of the loan;
(b) With respect to the Equity Shares locked-in as Promoters’ Contribution for eighteen months from the date of Allotment,
the loan must have been granted to our Company for the purpose of financing one or more of the objects of the Offer
and, such pledge of the Equity Shares must be one of the terms of the sanction of the loan;
However, the relevant lock-in period shall continue post the invocation of the pledge referenced above, and the relevant
transferee shall not be eligible to transfer to the Equity Shares till the relevant lock-in period has expired in terms of the SEBI
ICDR Regulations.
In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoters and locked-in, may be
transferred to any member of our Promoter Group or a new promoter, subject to continuation of lock-in applicable with the
transferee for the remaining period and compliance with provisions of the Takeover Regulations.
Further, in terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by persons other than our Promoters
prior to the issue and locked-in for a period of six months, may be transferred to any other person holding Equity Shares
which are locked in along with the Equity Shares proposed to be transferred, subject to the continuation of the lock in with
the transferee and compliance with the provisions of the Takeover Regulations
16. Except as disclosed below, none of the Directors, Key Managerial Personnel or Senior Management of our Company
hold any Equity Shares in our Company:
Sr. Name of the Director/Key Designation Number of Percentage of Percentage of
No. Managerial Personnel/ Senior Equity Shares pre- Issue post- Issue
Management (bearing face Equity Share Equity Share
value of ₹ 10/- capital on a capital on a
each) fully diluted fully diluted
basis (in %) basis (in %)*
Directors and Key Managerial Personnel
1. Dharmesh Ashokbhai Makadiya Chairman & 87,63,650 36.50% [●]%
Managing
Director
1052. Chiragbhai Dineshbhai Kalariya Whole Time 68,42,850 28.50% [●]%
Director
3. Archanaben Kalariya Executive 21,60,900 9.00%
Director
4. Bhargav Chaturbhai Kavar Executive 55,22,300 23.00% [●]%
Director and
Chief Financial
Officer
Total 2,32,89,700 97.00% [●]%
Senior Management Personnel
Nil
* To be updated prior to filing the Prospectus with the RoC.
17. Issue of Shares under employee stock option plan or employee stock purchase scheme or stock appreciation rights
Our Company does not have any employee stock option schemes or employee Share Purchase Scheme or stock
appreciation rights scheme under which any equity shares of the Company is granted. Accordingly, no Equity Shares have
been issued or transferred by our Company pursuant to the exercise of any employee stock options or employee stock
purchase scheme or stock appreciation rights scheme.
18. The BRLM and their respective associates (as defined under the SEBI Merchant Bankers Regulations) do not hold any
Equity Shares as on the date of this Draft Red Herring Prospectus. The BRLM and their respective associates may engage
in transactions with, and perform services for our Company, and their respective affiliates or associates in the ordinary
course of business, and have engaged, or may in the future engage in commercial banking and investment banking
transactions with our Company or their respective affiliates or associates for which they may have received and may in
future receive compensation.
19. Our Company, our Directors and the BRLM have not entered any buy-back arrangement for purchase of the Equity Shares
from any person.
20. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this Draft Red Herring
Prospectus. The Equity Shares to be transferred pursuant to the Issue shall be fully paid-up at the time of Allotment.
21. No person connected with the Issue, including our Company, our Promoters, members of our Promoter Group, 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.
22. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would
entitle any person any option to receive Equity Shares of our Company, as on the date of this Draft Red Herring Prospectus.
23. Except for the allotment of specified securities pursuant to the Issue, there will be no further issue of specified securities
whether by way of issue of bonus shares, rights issue, preferential issue or any other manner during the period commencing
from the date of filing of this Draft Red Herring Prospectus until the listing of the Equity Shares on the Stock Exchanges
pursuant to the Issue or all application moneys have been refunded to the Anchor Investors, or the application monies are
unblocked in the ASBA Accounts on account of non-listing, under-subscription etc., as the case may be in the event there
is a failure of the Issue.
24. Our Company presently does not intend or propose and is not under negotiations or considerations to alter its capital
structure for a period of six months from the Bid/Issue Opening Date, by way of split or consolidation of the denomination
of Equity Shares or further issue of Equity Shares (including issue of securities convertible into or exchangeable, directly
or indirectly for Equity Shares) whether on a preferential basis or by way of issue of bonus shares or on a rights basis or
by way of further public issue of Equity Shares or qualified institutions placements or otherwise. Provided however, that
the foregoing restrictions do not apply to the issuance of any Equity Shares under the Issue.
25. Our Promoters and the members of the Promoter Group shall not participate in the Issue.
26. None of the shareholders of our Company are directly or indirectly related to the BRLM and their respective associates.
10627. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted by
law.
28. The issuance of equity shares by our Company, since incorporation of our Company until the date of this Draft Red Herring
Prospectus, had been undertaken in accordance with the provisions of the Companies Act, 2013, to the extent applicable.
29. All transactions in Equity Shares by our Promoters and members of our Promoter Group between the date of filing of this
Draft Red Herring Prospectus and the date of closing of the Issue shall be reported to the Stock Exchanges within 24 hours
of such transactions.
30. Our Company shall ensure that the Pre-IPO Placement, if undertaken, will be reported to the Stock Exchanges within 24
hours of the Pre-IPO Placement – Not Applicable.
107SECTION IV – PARTICULARS OF THE ISSUE
OBJECTS OF THE ISSUE
The Issue comprises of a Fresh Issue by our Company of up to [●] Equity Shares aggregating up to ₹ 1,500 million.
Objects of the Issue
1. Funding the long-term working capital requirements of our Company.
2. General corporate purposes
(Collectively, the “Objects”)
In addition to the Objects, our Company also expects to receive the benefits of listing of the Equity Shares on the Stock
Exchanges, including enhancement of our Company’s brand name and creation of a public market for our Equity Shares in
India.
The main objects clause of the respective memoranda of association of our Company, enables us to: (i) undertake the
activities presently carried out by our Company; and (ii) undertake the activities proposed to be funded from the Net Proceeds,
as applicable.
Pursuant to a resolution passed by the Board dated September 24, 2025, our Company has approved the utilisation of the Net
Proceeds for the Objects, in accordance with the schedule of deployment and implementation, as set out below.
Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised in the following manner:
(in ₹ million)
Sr. No. Particulars Total estimated amount /
expenditure
1. Funding the long-term working capital requirements of our Company 1,000
2. General corporate purposes (1) [●]
Net Proceeds (2) [●]
(1) The aggregate amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation
and deployment of funds, as set forth in the table below:
(in ₹ million)
Sr. Particulars Total Estimated Estimated Estimated
No. estimated deployment deployment deployment
amount / of Net of Net of Net
expenditure Proceeds in Proceeds in Proceeds in
Fiscal 2026 Fiscal 2027 Fiscal 2028
1. Funding the long-term working capital 1,000 200 400 400
requirements of our Company
2. General corporate purposes (1) [●] [●] [●] [●]
Net Proceeds (2) [●] [●] [●] [●]
(1) The aggregate amount to be utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
We intend to deploy the Net Proceeds towards the Objects, in accordance with the business needs of our Company. However,
the actual deployment of funds will depend on a number of factors, including the timing of completion of the Issue, market
conditions, our Board’s analysis of economic trends and business requirements, competitive landscape any other commercial
considerations, as well as general factors affecting our results of operations and financial condition. Depending upon such
factors, we may have to reduce or extend the deployment period for the stated Objects, at the discretion of our management
and in accordance with applicable laws. In the event that the estimated utilization of the Net Proceeds in a scheduled Fiscal
108is not completely met, including due to the reasons stated above, the same shall be utilized in the next Fiscal i.e. 2028-2029,
as may be determined by our Company, in accordance with applicable laws.
The above requirement of funds are based on our current business plan, internal management estimates based on the
prevailing market conditions. These funding requirements or deployments have not been appraised by any bank or financial
institution. We may have to revise our funding requirements and deployment from time to time on account of various factors,
such as change in costs, including due to inflation or increase in the rate of taxation, change in financial and market
conditions, our management’s analysis of economic trends and our business requirements, fund requirements in the
operations of our Company, competitive landscape as well as general factors affecting our results of operations, financial
condition, business and strategy and interest/exchange rate fluctuations or other external factors, which may not be within
the control of our management. This may entail rescheduling (including preponing the deployment of Net Proceeds) and
revising the funding requirement for a particular Object or increasing or decreasing the amounts earmarked towards any of
the Objects at the discretion of our management, subject to compliance with applicable law. For details, see “Risk Factor -
31. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised. Any variation in the
utilisation of the Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance
requirements, including prior Shareholders’ approval.” on page 64.
In case of any surplus amount after utilization of the Net Proceeds towards any of the aforementioned Objects, we may use
such surplus amount towards (i) other Objects as set out above; and/ or (ii) general corporate purposes, provided that the
total amount to be utilized towards general corporate purposes does not exceed 25% of the gross proceeds in accordance
with applicable law. Further, in case of a shortfall in meeting the aforementioned Objects, we may explore a range of alternate
funding options including utilizing our internal accruals and/or availing future debt from lenders. We believe that such
alternate funding arrangements would be available to fund any such shortfalls.
Means of finance
The fund requirements for all the Objects of the Issue are proposed to be entirely funded from the Net Proceeds. Accordingly,
we confirm that there is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI
ICDR Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be
raised through the Fresh Issue or through existing identifiable internal accruals.
Details of the Objects
1. Funding the long-term working capital requirements of our Company
We fund a majority of our working capital requirements in the ordinary course of business from internal accruals. We are
continuously expanding our business and planning to further increase the size of the Order Book. In order to support our
growing business requirements, our Company will require incremental working capital over Fiscal 2026, 2027 and 2028 as
elucidated below.
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
Since our inception in 2020 to March 31, 2025, we have successfully executed 78 solar power projects with a total installed
capacity of 140.29 MWDC (Megawatt Direct Current) and 118.80 MWAC (Megawatt Alternating Current). According to
the CARE Report, As of FY25, India’s total solar installed capacity stood at 105.65 GW, accounting 22% of the installed
power generation capacity and 49.7% total renewable energy capacity. This comprises 81.9 GW from ground-mounted solar
plants, 17.0 GW from grid-connected solar rooftops, 2.8 GW from hybrid projects and 4.7 GW from off-grid solar systems.
Over the FY20 to FY25, the segment registered CAGR of 29.67%, albeit from a low base, solar power additions in FY25
109were higher, at 23.83 GW (vs. 15.03 GW in FY24) (Source: Care Report). For the Financial Year 2025, our revenue from
operations was ₹ 2,988.02 Million, increasing from ₹ 684.26 Million for the Financial Year 2024 and ₹ 418.36 Million for
the Financial Year 2023, growing at a CAGR of 167.25% between the Financial Years 2023 and 2025. Our order book,
which we define as the amount payable to us under our EPC contracts minus the revenue already recognized from those
contracts (“Order Book”), was ₹5,051.55 million as at August 31, 2025. Our EPC clients include prominent organizations
such as Omax Cotspin Private Limited, Fiotex Cotspin Private Limited, Megacity Vitrified LLP, Velloza Granito LLP, Itacon
Granito Private Limited and others.
As on August 31, 2025, our Order Book was ₹5,051.55 million, for more details on our Order Book, see “– Our Services-
EPC-Order Book” on page 243.
The table below sets forth details of our Order Book for solar EPC and O&M as at the end of the period and fiscal years
indicated:
(₹ in millions)
For the period For the year For the year For the year
Particulars ended August ended March ended March ended March
31, 2025 31, 2025 31, 2024 31, 2023
Opening balance of Revenue 2,049.54 2,070.03 491.86 85.98
Projects Added during the year 4,219.48 2,961.00 2,243.96 790.77
Revenue Recognized during the year 1,217.47 2,981.49 665.80 384.89
On-going Orders 5,051.55 2,049.54* 2,070.03* 491.86*
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*The figures mentioned in the respective fiscals represent the orders which were on-going during those respective fiscal
years, however, those figures are included in the on-going orders as at August 31, 2025. Accordingly, the above figures are
mentioned only to reflect the movement of the solar projects in those particular years.
Our Order Book comprises the estimated revenues from the ongoing orders. Our EPC projects generally include provisions
permitting our clients to terminate or modify the scope of the letter of intent at their convenience. For some of the projects
in our Order Book, our clients are obliged to take certain actions, such as acquiring land, securing rights of way, supplying
owner supplied material, securing required licenses, authorizations or permits, making advance payments or procuring
financing, approving designs, approving supply chain vendors and shifting existing utilities.
Current Initiatives
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification with following expansion into different business model:
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of
solar power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with
an installed capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number
was 137 and New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village,
Dhrangadhra taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled
“Government and other Statutory approvals” on page no. 399 of this Draft Red Herring Prospectus.
• Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power Project
for which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number 174,
Ingorala village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated
July 10, 2025, for further details see chapter titled “Government and other Statutory approvals” on page no. 399 of
this Draft Red Herring Prospectus, further our Company is yet to enter into any PPA Agreement with the clients for
sale of solar power.
• our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon
Energy Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated
on September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose
110vehicle, in which we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further
details, please see chapter titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring
Prospectus.
While the Company funds its working capital requirements in the ordinary course of business through internal accruals, the
Company requires additional working capital to support operations and future growth initiatives.
Our Company proposes to utilise ₹1,000.00 million towards funding its long-term working capital requirements. Our
Company’s actual working capital for the financial years ending on March 31, 2025, March 31, 2024, and March 31, 2023,
based on the audited financial statements, and projected working capital for the financial year ending on March 31, 2026,
March 31, 2027, and March 31, 2028, are as follows:
(₹ in Millions)
S. Actual Projected
Particulars
No. 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28
I Current assets
Inventories 37.87 125.84 284.77 601.67 965.31 1,386.53
Trade Receivables 10.00 43.60 49.50 160.92 313.41 618.46
Short Term Loans & Advances 20.21 81.02 95.18 152.27 255.28 390.85
Other Current Assets 16.99 66.35 109.56 205.51 464.22 790.89
Total Current Assets (I) 85.07 316.82 539.01 1,120.37 1,998.22 3,186.73
II Current Liabilities
Trade Payables 11.17 26.49 29.28 49.96 67.55 83.34
Other Current Liabilities 67.81 251.71 208.44 248.35 274.92 304.23
Current Tax Liabilities 1.45 16.25 86.51 139.65 248.67 399.85
Short Term Provisions 0.30 10.59 2.38 4.32 6.28 8.05
Total Current Liabilities (II) 80.72 305.05 326.60 442.28 597.42 795.47
Net Working Capital
III 4.36 11.77 212.41 678.09 1,400.80 2,391.26
Requirement (III=I-II)
IV Funding Pattern
IPO Proceeds - - - 200.00 400.00 400.00
Internal Accrual 4.36 11.77 212.41 478.09 1,000.80 1,991.26
Total (IV) 4.36 11.77 212.41 678.09 1,400.80 2,391.26
Rationale for WC Requirement - Historical Analysis
Our working capital gap shows an increasing growth between FY 2022-23 and FY 2024-25, which was required for the
expansion of our operations. Our Working Capital Gap was ₹4.36 million in FY 2022-23, which increased to ₹11.77 million
in FY 2023x-24 and ₹212.41 million in FY 2024-25. The reasons for such an increase are listed below: -
1) Inventories: - The company’s inventory consists mainly of Solar Panels/Modules, Inverters, Cables, etc. The
company’s inventory holding is directly related to the number of ongoing projects and the company's order book.
The table below shows the company's inventories and Average inventory days over the years: -
(₹ in Millions, except days)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Cost of Goods Sold 401.26 595.18 2,518.35
Closing Inventory 37.87 125.84 284.77
Avg. Inventory 76.56 81.85 205.30
Inventory Days* 70 50 30
*Inventory Days is calculated as Average Inventories/ Cost of Goods Sold * 365
Increase from Fiscal 2022-23 to Fiscal 2023-24: The company’s inventory increased from ₹37.87 million in FY 2022-
23 to ₹125.84 million in FY 2023-24. This was mainly due to the following reasons: -
a) Increase in Revenue from EPC Contracts – In FY 2022–23, the company successfully executed 10 Solar EPC
projects with a total capacity of 16.34 MWDC, generating revenue of ₹382.06 million. In FY 2023–24, the
number of executed Solar EPC projects increased to 16, with a combined capacity of 19.53 MWDC and revenue
of ₹658.81 million. To support continued growth in operations and ensure the timely execution of higher-capacity
projects, the company must maintain higher levels of inventory in advance. This approach also helps mitigate
potential risks associated with supply chain disruptions.
111b) Future Orders – During FY 2023–24, the company secured new orders worth ₹2,243.96 million, comprising 27
Solar EPC projects with a total capacity of 66.30 MWDC and 23 O&M projects with a total capacity of 62.57
MWDC. Despite the increase in absolute inventory, the company’s average inventory days improved from 70
days in FY 2022-23 to 50 days in FY 2023-24, indicating faster deployment and more efficient inventory
management.
Increase from FY 2023-24 to FY 2024-25: The company’s inventory increased from ₹125.84 million in FY 2023-24 to
₹284.77 million in FY 2023-24. This was mainly due to the following reasons: -
a) Increase in Revenue from EPC Contracts – In FY 2023–24, the company successfully executed 16 Solar EPC
projects with a total capacity of 19.53 MWDC, generating revenue of ₹658.81 million. In FY 2024–25, the number
of executed Solar EPC projects increased to 31, with a combined capacity of 87.73 MWDC and revenue of
₹2,953.31 million. To support continued growth in operations and ensure the timely execution of higher-capacity
projects, the company must maintain higher levels of inventory in advance. This approach also helps mitigate
potential risks associated with supply chain disruptions.
b) Future Orders – During FY 2024–25, the company secured new orders worth ₹2,961.00 million, comprising 28
Solar EPC projects with a total capacity of 103.72 MWDC and 30 O&M projects with a total capacity of 84.52
MWDC. As a result, the inventory levels at year-end are expected to be higher to support the execution of these
committed projects. The company’s average inventory days improved from 50 days in FY 2023-24 to 30 days in
FY 2024-25. The company maintains its inventory based on the value of ongoing orders. This exceptional decrease
in inventory days was primarily due to an increase in the cost of goods sold (COGS) in FY 2024-25 compared to
the previous year, while the value of ongoing projects at year-end remained consistent (₹2,049.54 million in FY
2024-25 in comparison to ₹2,070.03 million in FY 2023-24).
2) Trade Receivables: - The company’s trade receivables consist mainly of receivables from Solar EPC projects. The
table below shows the company's trade receivables and Average trade receivables days over the years: -
(₹ in Millions, except days)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Revenue from Operations 418.36 684.26 2,988.02
Closing Trade Receivables 10.00 43.60 49.50
Average Trade Receivables 26.11 26.80 46.55
Trade Receivable Days# 23 14 6
# Trade Receivable Days is calculated as Average Trade Receivables/ Revenue from Operations * 365
The company’s trade receivables increased from ₹10.00 million in FY 2022-23 to ₹43.60 million in FY 2023-24,
and further to ₹49.50 million in FY 2024-25. This upward trend reflects the company’s consistent revenue growth
over the years.
Trade receivables accounted for 2.39% of revenue from operations in FY 2022-23, rising to 6.37% in FY 2023-24.
The increase in FY 2023-24 was primarily due to receivables outstanding from Solar EPC projects commissioned
towards the end of the fiscal year. During March 2024, the company commissioned projects worth ₹345.35 million,
representing approximately 52.42% of its total EPC project revenue for the year.
However, in FY 2024-25, the trade receivables as a percentage of revenue declined sharply to 1.66%, indicating
improved collection efficiency. During this period, the company commissioned projects worth ₹447.98 million,
which accounted for around 15.17% of revenue from EPC projects — reflecting a more evenly distributed execution
schedule throughout the year.
3) Short-Term Loans & Advances: - The following table shows the company's short-term loans and advances over
the years:
(₹ in Millions)
Year Amount
FY 2022-23 20.21
FY 2023-24 81.02
112FY 2024-25 95.18
The company’s short-term loans & advances increased from ₹20.21 million in FY 2022-23 to ₹81.02 million in FY
2023-24 to ₹95.18 million in FY 2024-25. This increase was mainly on account of an increase in advances given to
employees, advances given to other parties over the year.
4) Other Current Assets: - The following table shows the company's Other current assets over the years:
(₹ in Millions)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Advance to Supplier 14.12 49.65 77.07
Balances with Government authorities 2.87 16.70 32.39
Interest Receivables - 0.00 -
Prepaid Expenses - - 0.10
16.99 66.35 109.56
The company’s other current assets increased from ₹16.99 million in FY 2022-23 to ₹66.35 million in FY 2023-24 to
₹109.56 million in FY 2024-25. This increase was primarily due to the following reasons: -
a) Increase in Advance to Suppliers – The company generally makes an advance payment to its suppliers to shorten
the product delivery time & to maintain better supplier relationships. The company’s advances to suppliers
increased from ₹14.12 million in FY 2022-23 to ₹49.65 million in FY 2023-24 to ₹77.07 million in FY 2024-25.
b) Increase in Balance receivable from Government authorities – The company’s balances receivable from
government authorities which mainly includes TDS receivable, TCS receivable, GST Receivables, etc, increased
from ₹2.87 million in FY 2022-23 to ₹16.70 million in FY 2023-24 to ₹32.39 million in FY 2024-25.
5) Trade Payables: - The company’s trade payables consist mainly of payables to suppliers for the procurement of
Inventory for its Solar EPC projects. The following table shows the company’s Trade Payables and Average
Trade Payable days over the years:
(₹ in Millions, except days)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Cost of Goods Sold 401.26 595.18 2,518.35
Closing Trade Payables 11.17 26.49 29.28
Average Trade Payables 17.98 18.83 27.89
Trade Payable Days^ 16 12 4
^ Trade Payable Days is calculated as Average Trade Payables/ Cost of Goods Sold * 365.
The company’s trade payables increased from ₹11.17 million in FY 2022–23 to ₹26.49 million in FY 2023–24, and
further to ₹29.28 million in FY 2024–25. This growth was primarily driven by higher purchase volumes, in line
with the company’s expanding scale of operations.
As a percentage of Cost of Goods Sold (COGS), trade payables rose from 2.78% in FY 2022–23 to 4.45% in FY
2023–24, before declining to 1.16% in FY 2024–25. This declining ratio in FY 2024–25 reflects the trend observed
in the company’s trade receivables, reflecting improved payment cycles and faster project execution.
The overall increase in trade payables over the years is attributable to higher procurement of solar modules,
inverters, and other components, consistent with the rising inventory levels required to support the company’s
growing EPC project pipeline.
6) Other Current Liabilities: - The company’s other current liabilities consist of advances received from
Customers, Statutory Dues payables, Expense Payables, etc. The following table shows the company's other
current liabilities over the years:
(₹ in Millions)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
113Statutory Dues 2.58 0.89 1.34
Advance from Customers 65.23 247.58 207.10
Liability for Expenses 0.00 3.24 -
67.81 251.71 208.44
The company’s other current liabilities increased from ₹67.81 million in FY 2022-23 to ₹251.71 million in FY 2023-
24, and then declining to ₹208.44 million in FY 2024-25. This fluctuation was primarily driven by changes in
advances received from customers over the years.
Advances from customers rose significantly from ₹65.23 million in FY 2022-23 to ₹247.58 million in FY 2023-24,
aligning with the company's improving trade receivable days, which decreased from 23 days in FY 2022-23 to 14
days in FY 2023-24, and further to 6 days in FY 2024-25 — reflecting faster collection cycles.
In FY 2024-25, advances from customers declined to ₹207.10 million, primarily due to the company executing 31
Solar EPC projects during the year, thereby completing a major portion of its order book. As a result, the advances
outstanding at year-end pertain only to the remaining projects, which were fewer compared to previous years. Despite
this temporary decline, the company secured new orders worth ₹5,169.55 million as of August 31, 2024, which
supports the continued expansion of its operations.
7) Current Tax Liabilities: - The company’s current tax liabilities (Income tax liability) increased from ₹1.45
million in FY 2022-23 to ₹16.25 million in FY 2023-24 to ₹86.51 million in FY 2024-25. This increase in the
Income tax liability directly corresponds to the increase in the company’s profits over the years, representing the
company’s improved operational capabilities & efficiency.
8) Short-Term Provisions: - The following table shows the company's short term provisions over the years:
(₹ in Millions)
Particulars FY 2022-23 FY 2023-24 FY 2024-25
Provision for Employee Benefits 0.29 0.97 0.76
Provision for Gratuity 0.00 0.02 0.04
Provision for Expenses - 9.61 1.58
0.30 10.59 2.38
The company’s short-term provisions increased from ₹0.30 million in FY 2022-23 to ₹10.59 million in FY 2023-
24 and then decreased to ₹2.38 million in FY 2024-25. This change was mainly due to changes in the provision for
expenses (which includes provision for audit fees, reimbursement of expenses, etc.) over the years, which increased
from Nil in FY 2022-23 to ₹9.61 million in FY 2023-24. It then decreased to ₹1.58 million in FY 2024-25.
Justification of working capital requirements in FY 2025-26, FY 2026-27 & FY 2027-28
All below factors mentioned below collectively create an environment that can lead to substantial changes in the company’s
working capital cycle and its overall working capital requirements:
a) Overall Increase in Solar Industry - Over the previous years, the solar power industry has experienced strong growth. Over
the FY20 to FY25, the segment registered CAGR of 29.67%, albeit from a low base, solar power additions in FY25 were
higher, at 23.83 GW (vs. 15.03 GW in FY24). (Source: Care Report). This increasing trend in the overall Solar industry will
prove as a good foundation for the growth of revenue for our company.
b) Geographical Benefit – Our company currently operates in the state of Gujarat. Gujarat ranks second largest state in terms
of solar power capacity installations. The state revised its solar power policy in 2021 for next five years, lowering security
deposits requirement from earlier Rs. 25 lakhs/MW to Rs. 5 lakhs/ MW also removed the capacity ceiling from previous 500
kW or 1 MW providing freedom to consumer and investors to setup projects depending on their assessments and allows
group ownership/self-consumption models. The availability of large tracts of land in districts like Kutch, Banaskantha, and
Patan, along with streamlined approvals, good grid connectivity plans (including Green Energy Corridors), and strong
incentives for the developers make the state particularly attractive for solar investment. (Source: Care Report)
114c) Order Book - Since its inception, the company has successfully executed 78 Solar EPC projects with a cumulative capacity
of 140.29 MWDC as of March 31, 2025. The company’s operations have demonstrated robust growth, recording a CAGR
of 167.25% between FY 2022–23 and FY 2024–25.
The company has secured multiple new projects over the years. The value of new projects added every year increased from
₹790.77 million in FY 2022-23 to ₹2,243.96 million in FY 2023-24 to ₹2,961.00 million in FY 2024-25 & now, it has further
increased to ₹4,219.48 million between the period April 01, 2025, to August 31, 2025. As of August 31, 2025, the company
has ongoing orders worth ₹5,051.55 million consisting of 34 Solar EPC projects with a total capacity of 161.76 MWDC and
37 O&M projects with a total capacity of 103.09 MWDC.
The table below sets forth the details of the movement in the order book of the company over the years: -
(₹ in Millions)
For the period
For the year ended For the year ended For the year ended
Particulars ended August 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Opening balance of
2,049.54 2,070.03 491.86 85.98
Revenue
Projects Added during the
4,219.48 2,961.00 2,243.96 790.77
year
Revenue Recognized during
1,217.47 2,981.49 665.80 384.89
the year
Ongoing Orders 5,051.55 2,049.54* 2,070.03* 491.86*
*The figures mentioned in the respective fiscals represent the orders that were ongoing during those respective fiscal years;
however, those figures are included in the ongoing orders as of August 31, 2025. Accordingly, the above figures are
mentioned only to reflect the movement of the solar projects in those particular years.
The table below sets forth a breakdown of the order book as at August 31, 2025, for EPC of ground-mounted solar power
projects, EPC of Rooftop solar power projects, and O&M Services as of the date shown below:
Order Book as of August 31, 2025
Type of Project
₹ in million in MWDC in MWAC
EPC of ground-mounted
4,970.41 160.45 128.25
solar power projects
EPC of rooftop solar power
30.88 1.31 1.06
projects
O&M Services 50.26 103.09 86.37
Total 5,051.55 264.85 215.68
For details of list of clients in our ongoing orders, please see chapter titled “Our Business” on page no._ of this Draft Red
Herring Prospectus.
The rationale for the projections of the working capital is as under:
1) Inventories – The company’s inventory days range between 30-70 days during FY 2022-23 to FY 2024-25. The
company is planning to maintain the same at 40 days in FY 2025-26, 44 days in FY 2026-27, and 45 days in FY
2026-27.
The company’s ongoing projects as per its Order book grew significantly from ₹2,049.54 million as of March 31,
2025, to ₹5,051.55 million as of August 31, 2025. To ensure the timely execution of these projects, the company
will have to maintain a higher level of inventory compared to previous years. The increased requirement to maintain
higher inventory levels in the upcoming years primarily reflects a strategic decision to secure the timely availability
of critical inputs, including solar modules, inverters, and balance-of-system components, which will in turn support
the overall growth in operations of the company.
2) Trade Receivables – The company’s trade receivables days range between 6-23 days during FY 2022-23 to FY
2024-25. The company is planning to maintain the same at 8 days in FY 2025-26, 11 days in FY 2026-27, and 15
days in FY 2026-27.
115To increase its operations & to maintain better customer relationships, the company has to provide a higher credit
period to its customers. This will increase the company’s trade receivables balances in the subsequent years, which
is reflected in the trade receivable days of subsequent years.
3) Short-Term Loans & Advances – The company’s short-term loans & advances will increase in line with the level
of operations of the company.
4) Other Current Assets - The company’s Other Current Assets will increase in line with the level of operations of
the company.
5) Trade Payables - The company’s trade payable days range between 4-16 days during FY 2022-23 & FY 2024-25.
The company is planning to maintain the same at 4 days in FY 2025-26 and to reduce it further to 3 days in FY
2026-27, and FY 2026-27.
The company’s purchases will increase in line with its growing operations. This will increase the trade payables of
the company. The company is planning to make quick payments to its suppliers to ensure faster delivery of the
products & better negotiation of price to increase its gross profit margins, thus maintaining its trade payable days
in line with the historical trends.
6) Other Current Liabilities - The company’s Other Current Liabilities will increase in line with the level of
operations of the company.
7) Current Tax Liabilities – The company’s Current tax liabilities, i.e, its Income tax liability, will increase in line
with the level of operations of the company.
8) Short-Term Provisions - The company’s short-term provisions will increase in line with the level of operations
of the company.
The table below shows the number of days over the years:
Particulars FY 2022-23 FY 2023-24 FY 2024-25 FY 2025-26 FY 2026-27 FY 2027-28
Inventory Days* 70 50 30 40 44 45
Trade Receivables Days# 23 14 6 8 11 15
Trade Payables^ 16 12 4 4 3 3
*Inventory Days is calculated as Average Inventories/ Cost of Goods Sold * 365
# Trade Receivable Days is calculated as Average Trade Receivables/ Revenue from Operations * 365.
^ Trade Payable Days is calculated as Average Trade Payables/ Cost of Goods Sold * 365.
Justifications for the holding period level mentioned in the table above are provided below:
Particulars Justification for Holding Period
Trade receivables days of our company range from 6-23 days during FY 2022-23 to FY 2024-25. The
company has continuously improved its trade receivable days over the years through its effective
Trade receivable management.
Receivables
The company is planning to maintain the Trade receivable days to 8 days in FY 2025-26, 11 days in FY
2026-27, and 15 days in FY 2026-27. This is in line with the growing operations of the company.
Inventory days of our company range from 30-70 days during FY 2022-23 to FY 2024-25. The company
has continuously improved its inventory days over the years to ensure a smooth flow of its operations.
Inventories
The company is planning to maintain the Inventory Days at 40 days in FY 2025-26, 44 days in FY 2026-
27, and 45 days in FY 2026-27. This will help the company in achieving its projected revenues & to
timely execute the orders-in-hand.
Trade payable days of our company range from 4-16 days during FY 2022-23 to FY 2024-25. The
Trade company’s trade payable days are affected by the proper utilization of amounts received from Trade
Payables receivables during the year.
116The company is planning to maintain the Trade payables days at 4 days in FY 2025-26 and to reduce it
further to 3 days in FY 2026-27, and FY 2026-27. This will help the company negotiate better prices
from the suppliers in the subsequent years.
Pursuant to a certificate dated September 24, 2025, our Statutory Auditors, have certified the working capital requirements
and working capital estimates, respectively, of our Company, See “Material Contracts and Documents for Inspection –
Material Documents” on page 484 as approved by the Board pursuant to its resolution dated September 24, 2025.
There are no restatements/ adjustments in the restated financial information which may have impact on the audited standalone
financial statements.
2. General Corporate Purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ [●] million (net of the expenses in relation to
the Issue) towards general corporate purposes, subject to such utilisation not exceeding 25% of the gross proceeds of the
Issue, in compliance with Regulation 7(2) of the SEBI ICDR Regulations. The general corporate purposes for which our
Company proposes to utilise the Net Proceeds include strategic initiatives, marketing, advertising expenditures and business
development expenses, payment of salaries and allowances, rent, administration, insurance, repairs and maintenance,
payment of taxes, duties and meeting expenses incurred by our Company in the ordinary course of business. In addition to
the above, our Company may utilise the Net Proceeds towards other expenditure (in the ordinary course of business)
considered expedient and as approved periodically by the Board or a duly constituted committee thereof, subject to
compliance with necessary provisions of the Companies Act or other applicable laws. The quantum of utilisation of funds
towards each of the above purposes will be determined by our Board, based on the amount actually available under this head
and the business requirements of our Company, from time to time. Our Company’s management, in accordance with the
policies of the Board, shall have flexibility in utilising surplus amounts, if any. In the event that we are unable to utilise the
entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilise such unutilised amount
in the next Fiscal.
Interim use of Net Proceeds
The Net Proceeds pending utilisation for the purposes stated in this section, shall be deposited only with scheduled
commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with
Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds for buying, trading or
otherwise dealing in equity shares of any other listed company or for any investment in the equity markets.
Bridge Financing Facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Draft Red Herring
Prospectus, which are proposed to be repaid from the Net Proceeds. However, depending upon business requirements, our
Company may consider raising bridge financing facilities, including through secured or unsecured loans or any short-term
instrument like non-convertible debentures, commercial papers etc. pending receipt of the Net Proceeds. If any bridge
financing is availed to fund any of the objects mentioned above, then the same would be repaid out of the IPO proceeds and
such utilization (towards repayment of Bridge Loan) shall be construed to be done for the specific object itself.
Issue Expenses
The total expenses of the Issue are estimated to be approximately ₹ [●] million. The expenses of this Issue include, among
others, listing fees, selling commission and brokerage, fees payable to the BRLM, fees payable to legal counsel and auditors,
fees payable to the Registrar to the Issue, Escrow Collection Bank(s) and Sponsor Bank to the Issue, processing fee to the
SCSBs for processing application forms, brokerage and selling commission payable to members of the Syndicate, Registered
Brokers, RTAs and CDPs, printing and stationery expenses, advertising, marketing expenses and various
certification/consulting fees to various legal consultants and all other incidental and miscellaneous expenses for listing the
Equity Shares on the Stock Exchanges.
The break-up for the estimated Issue expenses is set forth below:
117Estimated As a % of the As a % of the
Activity expenses1 (in total estimated total Issue size1
₹million) Issue expenses1
Book Running Lead Manager’s fees [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor [●] [●] [●]
Bank(s) and Bankers to the Issue. Brokerage,
underwriting commission and selling commission and
bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs 234 5
Fees payable to the Registrar to the Issue [●] [●] [●]
Fees payable to the other advisors to the Issue [●] [●] [●]
Statutory Auditors, for issuing the Restated Financial [●] [●] [●]
Information, for providing the statement of special
direct and indirect tax benefits available to our
Company and to our Shareholders and to verify the
details and provided certifications with respect to certain
information included in the DRHP
Industry Report provider for preparing the industry [●] [●] [●]
report, commissioned and paid for by our Company
Others [●] [●] [●]
- Listing fees, SEBI filing fees, upload fees, BSE & [●] [●] [●]
NSE processing fees, book building software fees
and other regulatory expenses
- Printing and distribution of issue stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Fee payable to legal counsel [●] [●] [●]
- Insurance in connection with the Issue [●] [●] [●]
- Miscellaneous [●] [●] [●]
1. Amounts will be finalised and incorporated in the Prospectus on determination of Issue Price.
2. Selling commission payable to the SCSBs on the portion for Retail Individual Investors, Eligible Employees and Non-
Institutional Investors which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
No additional uploading/processing charges shall be payable by our Company to the SCSBs on the Bid cum Applications
Forms directly procured by them.
3. Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, Eligible Employees and Non-
Institutional Bidders which are procured by the members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/
CDPs and submitted to SCSB for blocking, would be as follows:
Portion for Retail Individual Investors* ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
Portion for Eligible Employees* ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
Portion for Non-Institutional Investors* ₹ [●] per valid Bid cum Application Form (plus applicable taxes)
*For each valid application.
1184. The Processing fees for applications made by Retail Individual Bidders using the UPI Mechanism would be as
follows:
Sponsor Bank(s)* ₹ [●] per valid Bid cum Application Form* (plus applicable taxes)
The Sponsor Bank(s) shall be responsible for making payments to the third
parties such as remitter bank, NCPI and such other parties as required in
connection with the performance of its duties under the SEBI circulars, the
Syndicate Agreement and other applicable laws
Payable to Members of the ₹ [●] per valid application (plus applicable taxes)
Syndicate (including their sub-
Syndicate Members)/ RTAs / CDPs
The processing fees for applications made by Retail 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.
5. Selling commission on the portion for Retail Individual Bidders (including bids using the UPI Mechanism), Eligible
Employees and Non-Institutional Bidders which are procured by members of the Syndicate (including their sub-Syndicate
Members), Registered Brokers, RTAs and CDPs would be as follows:
Portion for Retail Individual Investors* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* [●]% of the Amount Allotted (plus applicable taxes)
*Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price
The Selling Commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application
form number / series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For
clarification, if a Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate
Member, is bid by an SCSB, the Selling Commission will be payable to the SCSB and not the Syndicate / Sub-Syndicate
Member.
The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on the
basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
Monitoring of Utilization of Funds
In accordance with Regulation 41 of the SEBI ICDR Regulations, our Company shall appoint a Monitoring Agency for
monitoring the utilisation of Gross Proceeds prior to filing of the Red Herring Prospectus with the RoC, as the Issue exceeds
₹ 1,000 million. Our Audit Committee and the Monitoring Agency will monitor the utilization of the Gross Proceeds. Our
Company undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any
delay. Our Company will disclose the utilisation of the Gross Proceeds, including interim use under a separate head in our
balance sheet for such periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and any other
applicable laws or regulations, clearly specifying the purposes for which the Net Proceeds have been utilised if any, of such
currently unutilised Gross Proceeds. Our Company will also, in its balance sheet for the applicable Fiscals, provide details,
if any, in relation to all such Gross Proceeds that have not been utilised, if any, of such currently unutilised Gross Proceeds.
Our Company will indicate investments, if any, of unutilised Gross Proceeds in the balance sheet of our Company for the
relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges.
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 Gross Proceeds. On an annual basis, our Company shall prepare a statement of
funds utilised for purposes other than those stated in the Red Herring Prospectus and place it before the Audit Committee
and make other disclosures as may be required until such time as the Gross Proceeds remain unutilised. Such disclosure shall
be made only until such time that all the Gross Proceeds have been utilised in full. Further, our Company, on a quarterly
basis, shall include the deployment of Gross Proceeds under various heads, as applicable, in the notes to our financial results.
The statement shall be certified by the Statutory Auditor of our Company. Furthermore, in accordance with Regulation 32(1)
119of 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 utilisation of the proceeds of the Issue from the Objects; and (ii) details of
category wise variations in the actual utilisation of the proceeds of the Issue from the Objects of the 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 Director’s report, after placing the same before the Audit
Committee.
Variation in Objects
In accordance with Section 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the Objects
of the Issue, unless our Company is authorised to do so by way of a special resolution of its Shareholders. In addition, the
notice issued to the Shareholders in relation to the passing of such special resolution (“Shareholders’ Meeting Notice”)
shall specify the prescribed details, provide Shareholders with the facility to vote by electronic means and shall be published
in accordance with the Companies Act, 2013 read with the relevant rules.
The Shareholders’ Meeting Notice shall simultaneously be published in the newspapers, one in English and one in Hindi and
one Gujarati (Gujarati being the regional language of the jurisdiction where our Registered Office is situated). Our Promoters
will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal to vary the Objects,
subject to the provisions of the Companies Act, 2013 and in accordance with such terms and conditions, including in respect
of pricing of the Equity Shares, in accordance with the Companies Act, 2013 and provisions of Regulation 59 and Schedule
XX of the SEBI ICDR Regulations.
Appraising agency
None of the Objects for which the Net Proceeds will be utilised have been appraised by any agency. For details, see “Risk
Factors - 31. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised. Any
variation in the utilisation of the Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain
compliance requirements, including prior Shareholders’ approval.” on page 64.
Other confirmations
There is no proposal whereby any portion of the Net Proceeds will be paid to our Directors, Promoters, members of the
Promoter Group or Key Managerial Personnel or Senior Managerial Personnel, except in the ordinary course of business.
There are no material 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 and/or Key Managerial Personnel.
120BASIS FOR ISSUE PRICE
The Price Band and the Issue Price will be determined by our Company, in consultation with the Book Running Lead
Manager, on the basis of assessment of market demand for the Equity Shares of face value of ₹10/- each issued through the
Book Building Process and on the basis of quantitative and qualitative factors as described below. The face value of the
Equity Shares is ₹10/- each, and the Issue Price is [●] times the face value of the Equity Shares at the lower end of the Price
Band and [●] times the face value at the higher end of the Price Band.
Investors should also refer to the sections “Risk Factors”, “Our Business”, “Financial Information”, and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 38, 221, 317 and 358, respectively, to
have an informed view before making an investment decision.
For further details regarding some of the qualitative factors, which form the basis for computing the Issue Price, please see
the chapter titled “Our Business” beginning on page 221 of this Draft Red Herring Prospectus.
Qualitative Factors
Some of the qualitative factors and our strengths, which form the basis for computing the Issue Price, are set forth below:
1. Solar EPC Model Catering to Commercial and Industrial Players (C & I Players)
2. Robust pipeline of Ongoing Projects and Upcoming Projects providing strong visibility of cash flow
3. Marquee client base with proven track record of successful project execution in Gujarat
4. Strong O&M Services, serving to almost all the Solar EPC Clients
5. Strong Engineering, procurement and Design Team along with strong Technical Software:
6. Experienced Promoters and Key Management Personnel with Experience Across the Renewable Energy Sector
For further details, see “Risk Factors” and “Our Business - Our Competitive Strength” on pages 38 and 227, respectively.
Quantitative Factors
Some of the information presented below relating to our Company is based on or derived from the Restated Financial
Information. For details, see “Restated Financial Information” on page 317.
Investors should evaluate our Company, taking into consideration its business segment and other qualitative factors in
addition to the quantitative factors. Some of the quantitative factors that may form the basis for computing the price are as
follows:
Some of the quantitative factors that may form the basis for computing the Issue Price are as follows:
(a) Basic and diluted earnings per share (“EPS”), as adjusted for changes in capital:
Particulars Basic EPS (in ₹) Diluted EPS (in ₹) Weights
Financial Year ended March 31, 2025 26,158.40 26,158.40 NA
Financial Year ended March 31, 2024* NA NA NA
Financial Year ended March 31, 2023* NA NA NA
Weighted Average 26,158.40 26,158.40
* No basic & diluted earnings per share is presented for the year ended March 31, 2024 and for the year ended March 31,
2023 as the Company was formed by way of conversion of erstwhile partnership firm on April 11, 2024.
Notes:
• EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share”.
• Basic earnings per share (in ₹) = Profit for the years attributable to Shareholders of the Company divided by the
Weighted average number of Equity Shares outstanding during the years.
• Diluted earnings per share (in ₹) = Profit for the years attributable to Shareholders of the Company divided by the
Weighted average number of equity Shares, including potential equity shares outstanding during the years.
• Weighted average outstanding equity shares is the number of equity shares outstanding at the beginning of the year
adjusted by the number of equity shares issued/bought back during the year multiplied by the time weighting factor.
• The figures disclosed above are derived from the Restated Financial Information.
• Basic and Diluted EPS presented above have been computed after giving effect to the bonus issue.
121(b) Price/Earning (“P/E”) ratio in relation to price band of ₹[●] to ₹[●] per Equity Share:
P/E ratio at the lower end of the P/E ratio at the higher end of the
Particulars
Price Band (number of times)* Price Band (number of times)*
Based on the basic EPS for Fiscal 2025 [●] [●]
Based on diluted EPS for Fiscal 2025 [●] [●]
* To be computed post finalization of Price Band.
(c) Industry Peer Group P/E ratio
Particulars P/E ratio (number of times)
Highest 29.71
Lowest 28.66
Average 29.19
Notes:
(a) 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 BSE Limited or National Stock
Exchange of India Limited on September 24, 2025, divided by the diluted earnings per share for the year ended March
31, 2025.
(c) All the financial information for listed industry peers mentioned above is taken as is sourced from the audited financial
statements of the relevant companies for Fiscal 2025 (unless otherwise available only on a standalone basis), as
available on the websites of the stock exchanges.
(d) Return on Net Worth (“RoNW”)
Particulars RONW (%) Weight
Financial Year ended March 31, 2025 102.41 3
Financial Year ended March 31, 2024 93.26 2
Financial Year ended March 31, 2023 22.11 1
Weighted Average 85.98%
Notes:
(i) Weighted average = Aggregate of financial year-wise weighted Net Worth divided by the aggregate of weights i.e.,
[(Net Worth x Weight) for each financial year] / [Total of weights].
(ii) Return on Net Worth (%) = Net profit after tax, as restated / Net worth as restated as at year end.
(iii) Net worth has been defined as the aggregate value of the paid-up equity 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 as on March 31, 2025, March 31, 2024 and March 31, 2023 in accordance with
Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended.
(e) Net Asset Value per Equity Share of face value ₹10/- each (“NAV”)
Financial Year NAV per Equity Share (Basic and diluted) (₹)
As on March 31, 2025 25,542.61
After completion of the Issue
- At the Floor Price [●]
- At the Cap Price [●]
Issue Price* [●]
*Issue price per Equity Share will be determined at the conclusion of the Book Building Process
Notes:
1. Net asset value per Equity Share= Net worth as restated / Weighted average number of Equity Shares outstanding during
the year
2. Net worth has been defined as the aggregate value of the paid-up equity 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
122and amalgamation as on March 31, 2025 in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as
amended
(f) Comparison of accounting ratios with listed industry peers
The peer group of our Company has been determined on the basis of companies listed on Indian stock exchanges, whose
business profile is comparable to our business in terms of our size, scale and our business model:
Name of Revenue Face Closing P/E EPS EPS RoNW NAV per
Company from value per price as of (number (Basic) (Diluted) (%) equity
operations equity September of times) (₹)(1)(2) (₹)(1)(2) share (₹)
(₹ million) share (₹) 24, 2025
Deon Energy 2,988.02 10 [●] [●]# 26,158.40 26,158.40 102.41% 25,542.61
Limited*
Listed peers**
KPI Green 17,354.54 10 465.2 28.66 16.23 16.09 12.37% 265.05
Energy Limited
Zodiac Energy 4,077.77 10 397.50 29.71 13.38 13.27 20.68% 63.97
Limited
#To be included in respect of our Company in the Prospectus based on the Issue Price.
*Our financial information has been derived from the Restated Financial Information as at or for the financial year ended
March 31, 2025.
**All the financial information for the peer group entities mentioned above is on a consolidated basis and is sourced from
the annual reports as available of the respective peer group entity for the year ended March 31, 2025 (as applicable)
submitted to the Stock Exchanges.
Notes for peer group:
1. The basic and diluted EPS refers to the basic and diluted EPS sourced from the financial statements of the peer
group entities respectively for the year ended March 31, 2025.
2. P/E Ratio has been computed based on the closing market price of equity shares on BSE Limited or National Stock
Exchange of India Limited on September 24, 2025, divided by the diluted EPS as at March 31, 2025.
3. RoNW (%) = Profit for the year ended March 31, 2025, attributable to the shareholders of the holding company of
the respective peer company, divided by total net worth (excluding non-controlling interest) of the peer group entity
as at March 31, 2025.
4. NAV is computed as the net worth of the peer group entity as at March 31, 2025 divided by the outstanding weighted
average number of equity shares considered for diluted earnings per share as at March 31, 2025.
5. Net worth means the aggregate value of the paid-up share capital and all reserves excluding capital reserves,
capital redemption reserve, revaluation reserve, foreign currency translation reserve, amalgamation adjustment
reserve, share application money pending allotment and non-controlling interest.
For further details of non-GAAP measures, see the section “Other Financial Information” on page 356, to have a more
informed view.
(g) Key Performance Indicators (“KPIs”)
The table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Issue
Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated September 23, 2025
and the Audit Committee has confirmed that there are no KPIs pertaining to our Company that have been disclosed to any
investors at any point of time during the three years period prior to the date of filing of this Draft Red Herring Prospectus
have been disclosed in this section. Further, the KPIs herein have been certified by September 23, 2025 Chartered
Accountants, by way of their certificate dated September 23, 2025. This certificate has been designated as a material
document for inspection in connection with the Issue. See “Material Contracts and Documents for Inspection” on page 484.
The KPIs that have been consistently used by the management to analyse, track and monitor the operational and financial
performance of the Company, which have been consequently identified as relevant and material KPIs and are disclosed in
this “Basis for Issue Price” section on page 108. For details of our other operating metrics disclosed elsewhere in this Draft
Red Herring Prospectus, see “Our Business”, and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” on pages 221 and 358, respectively.
In addition to the above, the Audit Committee also noted that other than the below mentioned KPIs, there are certain items/
metrics which have been included in the business description, management discussion and analysis or financials in this
123DRHP but these are not considered to be a performance indicator or deemed to have a bearing on the determination of Issue
Price. For details, see “Our Business”, “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Restated Financial Information” on pages 221, 358 and 317, respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least once
in a year (or any lesser period as determined by the Board of Directors of our Company) until one year after the date of listing
of the Equity Shares on the Stock Exchanges or for such other duration as may be required under the SEBI ICDR Regulations.
Key Performance Indicators
Our Company considers the following key performance indicators (“KPIs”) to have a bearing for arriving at the basis for
the Issue Price.
The table below also sets forth KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Deon Energy Limited
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue From operations (₹ in millions) (1) 2,988.02 684.26 418.36
EBITDA (₹ in millions) (2) 354.13 48.05 5.70
EBITDA Margin (%) (3) 11.85% 7.02% 1.36%
Profit/(loss) after tax for the year (₹ in millions) (4) 261.58 29.93 2.22
PAT Margin (%) (5) 8.75% 4.37% 0.53%
Return on Equity (RoE) (%) (6) 181.96% 142.06% 20.65%
Return on Capital Employed (%) (7) 118.72% 117.28% 27.05%
Property, plant and equipment (₹ in million) 20.12 13.32 5.79
Net Fixed Asset Turnover Ratio (in Times) (8) 146.76 51.37 72.31
Debt to Equity Ratio (in Times) (9) 0.15 0.23 0.35
Debt Service Coverage Ratio (in Times) (10) 2,210.67 38.43 4.22
Current Ratio (in Times) (11) 1.80 1.06 1.06
Operational KPIs
Total number of constructed solar power projects in the year
31.00 16.00 10.00
(No. of Projects)(12)
Constructed capacity in the year (MWDC) (13) 87.73 19.53 16.34
Revenue earned from solar power projects in the year (₹ in
2,953.31 658.81 382.06
millions) (14)
Order Book of EPC Project (No of Projects) (15) 28.00 27.00 14.00
Order Book of EPC Project (MWDC) (16) 103.72 66.30 21.45
Order Book of EPC Project (Value) (₹ in millions) (17) 2,943.99 2,215.78 783.67
Order Book of O&M Projects (No. of Projects) (18) 30.00 23.00 10.00
Order Book of O&M Projects (MWDC) (19) 84.52 62.57 14.94
Order Book of O&M Projects (Value) (₹ in millions) (20) 17.01 28.18 7.10
The above details have been certified by Shivam Soni & Co., Chartered Accountants, pursuant to their certificate dated
September 23, 2025 and has been included in “Material Contracts and Documents for Inspection – Material Documents”
on page 484.
Notes:
(1) Revenue from Operations is as per the Restated Financial Information for the relevant years.
(2) EBITDA is calculated as profit before exceptional items and tax minus other income (including share of profit of
associate) plus finance costs, depreciation, and amortisation
(3) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
(4) PAT means profit for the year as appearing in the Restated Financial Information for the relevant years.
(5) PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations
(6) Return on Equity (RoE) is equal to profit for the year divided by the average total equity and is expressed as a
percentage.
124(7) Return on Capital Employed is calculated as EBIT divided by total capital employed. Capital employed is calculated
as the sum of total equity and total borrowings. EBIT is calculated as EBITDA minus depreciation and amortization
(8) Net Fixed Asset Turnover ratio is calculated as Revenue from operation divided by Net fixed Asset
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity. Total Borrowings is calculated as sum
of non-current borrowings, current borrowings and lease liabilities.
(10) Debt Service Coverage Ratio is calculated as earnings available for debt services (calculated as Profit after tax +
interest expenses + Depreciation and amortisation expenses+(Profit)/Loss on sale of fixed assets) divided by Total
interest and principal repayments.
(11) Current Ratio is calculated by dividing the current assets by current liabilities.
(12) Total number of constructed solar power projects refers to the number of solar power plants that were completed
during the fiscal year.
(13) Constructed capacity refers to the total capacity of the projects completed in the respective fiscal year.
(14) Revenue earned from solar power projects in the year refers to the value of projects that were recognised as revenue
from EPCs during the respective Fiscal years.
(15) Order book of EPC Project (No of Projects) refers to the number of new EPC Solar power projects added during
the Fiscal year.
(16) Order book of EPC Project in MWDC refers to the capacity of new EPC Solar Power projects added during the
fiscal year.
(17) Order Book of EPC Project in Value means the total revenue from all new projects during the Fiscal year.
(18) Order book of O & M Service Project (No of Projects) refers to the number of new O & M service projects added
during the Fiscal year.
(19) Order book of O & M Service Project in MWDC refers to the capacity of new O & M service projects added during
the fiscal year.
(20) Order Book O & M Service Project in Value means the total revenue from all new projects during the Fiscal year.
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review and
assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in isolation
or as a substitute for the Restated Financial Information. Some of these KPIs are not defined under Ind AS and are not
presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from
the similar information used by other companies, including peer companies, and hence their comparability may be limited.
Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures or as an
indicator of our operating performance, liquidity, profitability or results of operation. 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 in evaluating our operating results and trends and in comparing our financial
results with other companies in our industry because it provides consistency and comparability with past financial
performance, when taken collectively with financial measures prepared in accordance with Ind AS.
For details of our other operating metrics disclosed elsewhere in this Draft Red Herring Prospectus, see sections titled “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting on pages
221 and 358, respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations –
Technical or Industry Related Terms” on page 11. Bidders are encouraged to review the Ind AS financial measures and not
to rely on any single financial or operational metric to evaluate our business. For further details, see “Risk Factors 63—
Significant differences exist between Ind-AS and other accounting principles, such as U.S. GAAP and IFRS, which may be
material to the financial statements prepared and presented in accordance with Ind-AS contained in this Draft Red Herring
Prospectus.” on page 63.
Description of the KPIs
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth below:
Financial KPI Explanations
Revenue from Operations Revenue from Operations is used by our management to track the revenue profile of the
(₹ million) business and in turn helps assess the overall financial performance of our Company and
size of our business.
EBITDA (₹ million) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance
of our business.
Profit After Tax (₹ Profit after tax provides information regarding the overall profitability of the business.
million)
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of
our business.
125RoE (%) RoE provides how efficiently our Company generates profits from shareholders’ funds.
Return on Capital ROCE provides how efficiently our Company generates earnings from the capital
Employed (%) employed in the business.
Property, Plant & Property, Plant & Equipment includes tangible and intangible, long-term assets used in
Equipment (₹ million) operations, like land, buildings, machinery, and vehicles
Net fixed asset turnover The net fixed asset turnover ratio is an indicator of the efficiency with which our company
ratio (times) can leverage its assets to generate revenue from operations
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.
Debt Service Coverage The Debt Service Coverage Ratio indicates a company's or individual's ability to cover
Ratio (in Times) its debt obligations (principal and interest) using its operating cash flow,
Current Ratio It tells management how a business can maximize the current assets on its balance sheet
to satisfy its current debt and other payables.
Operational KPI Explanation
Total Number of The number of constructed solar power plants refers to the total number of plants that
constructed solar power were completed in the respective fiscal year.
projects
Constructed capacity in Constructed capacity in the year (MWDC) refers to the total capacity of solar power
the year (MWDC) projects that were completed in the respective fiscal year.
Revenue earned from Revenue earned from solar power projects refers to the total revenue recognized in the
solar power projects in the books from completed EPC projects in the respective years.
year
Order Book of EPC The order book for EPC projects (No of Projects) refers to the number of projects the
Project (No of Projects) company has secured but not yet completed.
Order Book of EPC The order book for EPC projects (MWDC) refers to the total capacity of projects the
Project (MWDC) company has secured but not yet completed.
Order Book of EPC The order book for EPC projects (Value) refers to the total value of projects the company
Project (Value) has secured but not yet completed.
Order Book of O&M The order book for O&M projects (No. of Projects) refers to the total capacity of projects
Projects (No. of Projects) the company has secured but not yet completed.
Order Book of O&M The order book for O&M projects (MWDC) refers to the total capacity of projects the
Projects (MWDC) company has secured but not yet completed.
Order Book of O&M The order book for O&M projects (Value) refers to the total capacity of projects the
Projects (Value) company has secured but not yet completed.
(h) Comparison of KPIs based on additions or dispositions to our business
Our Company has not undertaken a material acquisition or disposition of assets / business during the years that are covered
by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business, have been
provided.
(i) Comparisons of KPIs with our peers listed in India
Set forth below is a comparison of our KPIs with our peer group companies listed in India and operating in the same industry
as our Company, whose business profile is comparable to our business in terms of our size, scale and our business model:
KPI Green Energy
Deon Energy Limited Zodiac Energy Limited
Limited
Particulars
Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2025 2024 2023 2025 2024 2023 2025 2024 2023
Revenue From operations (₹ in 2,988. 17,354 10,239 6,437. 4,077. 2,200. 1,376.
684.26 418.36
millions) (1) 02 .54 .00 86 77 61 59
5,637. 3,368. 2,084.
EBITDA (₹ in millions) (2) 354.13 48.05 5.70 370.37 189.62 75.00
70 43 89
11.85 32.49 32.90 32.38
EBITDA Margin (%) (3) 7.02% 1.36% 9.08% 8.62% 5.45%
% % % %
Profit/(loss) after tax for the year/ 3,252. 1,616. 1,096.
261.58 29.93 2.22 199.70 109.72 31.89
period (₹ in millions) (4) 78 57 28
12618.74 15.79 17.03
PAT Margin (%) (5) 8.75% 4.37% 0.53% 4.90% 4.99% 2.32%
% % %
181.96 142.06 20.65 18.77 29.56 53.26 27.71 26.24
Return on Equity (RoE) (%) (6) 9.25%
% % % % % % % %
Return on Capital Employed (%) 118.72 117.28 27.05 13.68 18.18 22.47 14.11 22.34
9.32%
(7) % % % % % % % %
Property, plant and equipment (₹ 22,785 8,981. 8,003.
20.12 13.32 5.79 756.70 23.42 23.95
million) .74 38 57
Net Fixed Asset Turnover Ratio
146.76 51.37 72.31 0.74 1.05 0.80 4.44 52.75 50.09
(in Times) (8)
Debt to Equity Ratio (in Times) (9) 0.15 0.23 0.35 0.43 1.00 2.02 1.63 0.80 1.25
Debt Service Coverage Ratio (in 2,210.
38.43 4.22 12.94 2.56 2.36 3.40 4.18 1.97
Times) (10) 67
Current Ratio (in Times) (11) 1.80 1.06 1.06 2.76 1.49 1.20 1.96 1.98 1.64
Total number of constructed solar
power projects in the year (No. of 31.00 16.00 10.00 NA NA NA NA NA NA
Projects)(12)
Constructed capacity in the year
87.73 19.53 16.34 NA NA NA NA NA NA
(MWDC) (13)
Revenue earned from solar power
2,953.
projects in the year (₹ in millions) 658.81 382.06 NA NA NA NA NA NA
31
(14)
Order Book of EPC Project (No of
28.00 27.00 14.00 NA NA NA NA NA NA
Projects) (15)
Order Book of EPC Project
103.72 66.30 21.45 NA NA NA NA NA NA
(MWDC) (16)
Order Book of EPC Project 2,943. 2,215.
783.67 NA NA NA NA NA NA
(Value) (₹ in millions) (17) 99 78
Order Book of O&M Projects
30.00 23.00 10.00 NA NA NA NA NA NA
(No. of Projects) (18)
Order Book of O&M Projects
84.52 62.57 14.94 NA NA NA NA NA NA
(MWDC) (19)
Order Book of O&M Projects
17.01 28.18 7.10 NA NA NA NA NA NA
(Value) (₹ in millions) (20)
Notes:
(1) Revenue from Operations is as per the Restated Financial Information for the relevant years.
(2) EBITDA is calculated as profit before exceptional items and tax minus other income (including share of profit of
associate) plus finance costs, depreciation, and amortisation
(3) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
(4) PAT means profit for the year as appearing in the Restated Financial Information for the relevant years.
(5) PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations
(6) Return on Equity (RoE) is equal to profit for the year divided by the average total equity and is expressed as a
percentage.
(7) Return on Capital Employed is calculated as EBIT divided by total capital employed. Capital employed is calculated
as the sum of total equity and total borrowings. EBIT is calculated as EBITDA minus depreciation and amortization
(8) Net Fixed Asset Turnover ratio is calculated as Revenue from operation divided by Net fixed Asset
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity. Total Borrowings is calculated as sum
of non-current borrowings, current borrowings and lease liabilities.
(10) Debt Service Coverage Ratio is calculated as earnings available for debt services (calculated as Profit after tax +
interest expenses + Depreciation and amortisation expenses+(Profit)/Loss on sale of fixed assets) divided by Total
interest and principal repayments.
(11) Current Ratio is calculated by dividing the current assets by current liabilities.
(12) Total number of constructed solar power projects refers to the number of solar power plants that were completed
during the fiscal year.
(13) Constructed capacity refers to the total capacity of the projects completed in the respective fiscal year.
(14) Revenue earned from solar power projects in the year refers to the value of projects that were recognised as revenue
from EPCs during the respective Fiscal years.
(15) Order book of EPC Project (No of Projects) refers to the number of new EPC Solar power projects added during
the Fiscal year.
127(16) Order book of EPC Project in MWDC refers to the capacity of new EPC Solar Power projects added during the
fiscal year.
(17) Order Book of EPC Project in Value means the total revenue from all new projects during the Fiscal year.
(18) Order book of O & M Service Project (No of Projects) refers to the number of new O & M service projects added
during the Fiscal year.
(19) Order book of O & M Service Project in MWDC refers to the capacity of new O & M service projects added during
the fiscal year.
(20) Order Book O & M Service Project in Value means the total revenue from all new projects during the Fiscal year.
(j) Weighted average cost of acquisition
1. The price per share of our Company based on the primary/ new issue of shares (equity/ convertible securities
There have been no primary issuances of Equity Shares or any convertible securities (excluding issuance of Equity Shares
pursuant to bonus issue) during the 18 months preceding the date of this Draft Red Herring Prospectus, where such issuance
is equal to or more than 5% of the 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 (“Primary Issuances”).
2. The price per share of our Company based on secondary sale/ acquisitions of shares (equity / convertible
securities)
There have been no secondary sales/ acquisitions of Equity Shares or any convertible securities, where the Promoters,
Promoter Group, or Shareholder(s) having the right to nominate Director(s) on our Board are a party to the transaction
(excluding gifts), during the 18 months preceding the date of this Draft Red Herring 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 (“Secondary Transactions”).
3. Price per share based on the last five Primary Issuances or Secondary Transactions
Since there are no such transactions to report under A and B above, the following are the details of the price per share of our
Company basis the last five primary and secondary transactions (secondary transactions where Promoters, members of the
Promoter Group, or Shareholder(s) having the right to nominate Director(s) on the Board, are a party to the transaction), not
older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of transactions:
Last Five Primary transactions:
Except as disclosed below, there have been no primary transactions in the last three years preceding the date of this Draft
Red Herring Prospectus, irrespective of the size of the transaction.
Date of Nature of Number of Face value Issue price Nature of Total
allotment allotment equity shares per equity per equity consideration consideration
allotted share (₹) share (₹)
September 02, Bonus Issue 2,40,00,000 10 Nil N.A. Nil
2025
Weighted average cost of acquisition* Nil*
*Acquisition price of Equity Shares issued pursuant to bonus issue of Equity Shares is considered as nil.
As certified by Shivam Soni & Co., Chartered Accountants, by way of their certificate dated September 23, 2025.
Last Five Secondary transactions:
Except as disclosed below, there have been no secondary transactions in which Promoters, members of the Promoter Group
are a party to the transaction, in the last three years preceding the date of this Draft Red Herring Prospectus:
128Date of Details of Details of Nature of Number of Face Acquisition Nature of Total
transfer transferor transferee Transaction equity value / transfer Consideration Consider
of shares per price per ation (₹
Equity transferred equity equity in
shares share share (₹) millions)
(₹)
April Dharmesh Khushbu Transfer 100 10 Nil NA Nil
22, Ashokbhai Indravada through gift
2025 Makadiya n Patel deed
April Archanabe Chiragbhai Transfer 100 10 Nil NA Nil
22, n Kalariya Dineshbha through gift
2025 i Kalariya deed
April Bhargav Jalpa Transfer 100 10 Nil NA Nil
22, Chaturbhai Bhargav through gift
2025 Kavar Kavar deed
April Bhargav Chaturbhai Transfer 100 10 Nil NA Nil
22, Chaturbhai Harjibhai through gift
2025 Kavar Kavar deed
August Archanabe Chiragbhai Transfer 2,750 10 Nil NA Nil
01, n Kalariya Dineshbha through gift
2025 i Kalariya deed
Total 3,150 -
Weighted Average Cost of Acquisition based on Secondary Acquisition (Total Consideration/ Nil
Number of Equity Shares) (In ₹)
As certified by Shivam Soni & Co., Chartered Accountants, by way of their certificate dated September 23, 2025.
4. The Floor Price and the Issue Price/ Cap Price are [●] times and [●] times, respectively, of the weighted
average cost of acquisition at which the Equity Shares were issued by our Company, and [●] times and [●]
times, respectively, of the weighted average price per share of Equity Shares of our Company that were
acquired or sold by way of secondary transactions, as are disclosed below:
Past transactions Weighted average cost of Floor Cap Price
acquisition per Equity Share (₹)# Price (₹)* (₹)*
Weighted average cost of acquisition of Primary N.A. [●] [●]
Issuances
Weighted average cost of acquisition of Secondary N.A. [●] [●]
Transactions
Since there were no primary or secondary transactions of equity shares of the Company during the 18 months preceding
the date of filing this Draft Red Herring Prospectus, the information has been disclosed for price per share of the Company
based on the last five primary or secondary transactions where the Promoters, Promoter Group, 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 Draft Red Herring Prospectus irrespective of the size of the transaction.
1. Based on primary issuances Nil [●] [●]
2. Based on secondary transactions Nil [●] [●]
#As certified by Shivam Soni & Co., Chartered Accountants, by way of their certificate dated September 23, 2025.
* To be updated at Prospectus stage.
(k) Detailed explanation for Issue Price/Cap Price along with our Company’s KPIs and financial ratios for the
periods presented in the Restated Financial Information and in view of the external factors which may have
influenced the pricing of the issue, if any
[●]*
*Note: This will be included on finalisation of Price Band
The Issue Price of ₹[●] has been determined by our Company, in consultation with the BRLM, on the basis of the demand
from investors for the Equity Shares through the Book Building process.
129Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on 38, 221,
317 and 358, respectively, to have a more informed view before making an investment decision.
130STATEMENT OF POSSIBLE TAX BENEFITS
To,
The Board of Directors
Deon Energy Limited
(formerly known as Deon Energy Private Limited)
Block D-604-605-606 6th Floor, Westgate, S. G.
Highway, Near YMCA Club, Makarba, Jivraj Park,
Ahmedabad, Ahmadabad City, Gujarat, India, 380051
Dear Sir(s):
Sub: Statement of possible special tax benefits available to Deon Energy Limited (“the Company”) and its
shareholders in accordance with the requirement under Schedule VI-A Part A – Clause (9)(L) of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended
(“SEBI ICDR Regulations”) under direct tax and indirect tax laws ("Statement of Possible Special Tax
Benefits”)
We refer to the proposed initial public offering of the equity shares (the “Issue”) of the Company. We enclose herewith the
statement in Annexure A showing the current position of possible special tax benefits available to the Company and to its
shareholders under the applicable direct and indirect tax laws presently in force in India including the Income Act, 1961 and
Income tax Rules, 1962, as amended by the Finance Act, 2024 (hereinafter referred to as “Income Tax Laws”) the Central
Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, respective State Goods and Services
Tax Act, 2017, respective Union Territory Goods and Services Tax Act, 2017, Customs Act, 1962, Customs Tariff Act, 1975
as amended, the rules and regulations there under, Foreign Trade Policy including the rules, regulations, circulars and
notifications issued there under and other tax laws (collectively the “Tax laws”) relevant to the financial year 2025-26 and
relevant to the assessment year 2026-27 presently in force in India for inclusion in the Draft Red Herring Prospectus
(“DRHP”) for the proposed initial public offering of equity shares of the Company, as required under SEBI ICDR
Regulations.
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant provisions of the Tax Laws. Hence, the ability of the Company or its shareholders to derive the stated possible
special direct and indirect tax benefits is dependent upon their fulfilling such conditions, which is based on business
imperatives that the Company or its shareholders may face in the future, and accordingly, the Company and its shareholders
may or may not choose to fulfill.
The possible special tax benefits discussed in the enclosed Annexure A are neither exhaustive nor conclusive. The contents
stated in the Annexure are based on the information and explanations obtained from the Company and on the basis of our
understanding of the business activities and operations of the Company. 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 proposed Issue. We are neither
suggesting nor advising the investor to invest money based on this statement. Further, any benefits available under any other
laws within or outside India have not been examined and covered by this Statement.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, ‘Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements,’ issued by the ICAI. We have conducted our examination in accordance with the ‘Guidance Note on Reports
or Certificates for Special Purposes’ issued by the ICAI, which requires that we comply with ethical requirements of the
Code of Ethics issued by the ICAI and in accordance with ‘Guidance Note on Reports in Company Prospectuses’ (Revised
2019). We hereby confirm that while providing this certificate, we have complied with the above guidance notes.
We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these possible special tax benefits in the future; or
ii) the conditions prescribed for availing the benefits have been/would be met with; and
iii) The revenue authorities/courts will concur with the views expressed herein.
We hereby give consent to include this report and the statement of possible special tax benefits regarding the possible special
131tax benefits available to the Company and its shareholders enclosed in Annexure A in the Draft Red Herring Prospectus, Red
Herring Prospectus, the Prospectus which the Company intends to file in relation to the Issue and submission of this report,
as may be necessary, to the Registrar of Companies, Maharashtra at Mumbai, Stock Exchange(s), SEBI, or any other
regulatory authority and for the records to be maintained by the Company, Book Running Lead Manager in connection with
the Issue and in accordance with applicable law.
Terms capitalized and not defined herein shall have the same meaning as ascribed to them in the Offer Documents.
For, Shivam Soni & Co.
Chartered Accountants
ICAI Firm Registration No.: 152477W
--sd--
CA Shivam Soni
Proprietor
M.No. 178351
Place: Ahmedabad
UDIN: 25178351BMIRJT7014
Date: September 17, 2025
Encl: As above
CC:
Legal Counsel to the Issue
CC:
Smart Horizon Capital Advisors Private Limited
(formerly Known as Shreni Capital Advisors Private Limited)
B/908, Western Edge II, Kanakia Space, Behind Metro Mall,
Off Western Express Highway, Magathane,
Borivali East, Mumbai - 400066
Maharashtra, India.
132Annexure-A
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS
SHAREHOLDERS
The information provided below sets out the possible special tax benefits available to Deon Energy Limited (“the
Company”) and its Equity Shareholders in a summary manner and is not a complete analysis or listing of all potential tax
consequences of the subscription, ownership, and disposal of Equity Shares of the Company, under the current Tax Laws
presently in force in India. Several of these benefits are dependent on the shareholders fulfilling the conditions prescribed
under the relevant Tax Laws. Hence, the ability of the shareholders to derive the tax benefits is dependent upon fulfilling
such conditions, which, based on business / commercial imperatives, a shareholder faces, may or may not choose to fulfil.
We do not express any opinion or provide any assurance as to whether the Company and its shareholders will continue to
obtain these benefits in the future. The following overview is not exhaustive or comprehensive and is not intended to be a
substitute for professional advice. In view of the individual nature of the tax consequences and the changing tax laws, each
investor is advised to consult his own tax consultant with respect to the tax implications arising out of their participation in
the Issue of 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. We are neither suggesting nor are we advising
the investor to invest money or not to invest money based on this statement.
STATEMENT OF POSSIBLE SPECIAL DIRECT & INDIRECT TAX BENEFITS AVAILABLE TO THE
COMPANY AND ITS SHAREHOLDERS
A. Special Tax Benefits available to the Company
The Statement of possible tax benefits enumerated below is as per the Income Tax Act, 1961 (‘the Act’) as amended
from time to time and as applicable for the financial year 2025-26 relevant to assessment year 2026-27. Except as
mentioned herein, there are no possible special tax benefits available to the Company under Income Tax Act, 1961 read
with the relevant Income Tax Rules, 1962, the Customs Tariff Act, 1975, the Central Goods and Services Tax Act, 2017,
the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective
State Goods and Services Tax Act, 2017 and Goods and Services Tax (Compensation to States) Act, 2017 read with the
relevant Central Goods and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory
Goods and Services Tax Rules, State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and
Rules and the foreign trade policy.
B. Special Tax Benefits available to the Shareholders
The shareholders of the Company are also not eligible to any special tax benefits under the provisions of the Income
Tax Act, 1961 read with the relevant Income Tax Rules, 1962, and / or Central Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017, Union Territory Goods and Services Tax Act, 2017, respective State
Goods and Services Tax Act, 2017 and Goods and Services Tax (Compensation to States) Act, 2017 read with the
relevant Central Goods and Services Tax Rules, 2017, Integrated Goods and Services Tax Rules, 2017, Union Territory
Goods and Services Tax Rules, State Goods and Services Tax Rules, 2017 and notifications issued under these Acts and
Rules.
Notes:
1. We have not considered the general tax benefits available to the Company or shareholders of the Company. The above
Statement covers only certain possible special tax benefits under the Act, read with the relevant rules, circulars and
notifications and does not cover any benefit under any other law in force in India. This Statement also does not discuss
any tax consequences, in the country outside India, of an investment in the shares of an Indian company.
2. The above is as per the Tax Laws as on date.
3. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner only and
is not a complete analysis or listing of all the existing and potential tax consequences of the purchase, ownership and
disposal of Equity Shares.
4. This Statement does not discuss any tax consequences in any country outside India of an investment in the Equity Shares.
The subscribers of the Equity Shares in the country other than India are urged to consult their own professional advisers
regarding possible income tax consequences that apply to them.
1335. 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, the changing tax
laws, each investor is advised to consult their own tax consultant with respect to the specific tax implications arising
out of their participation in the Issue.
6. 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 their interpretation, which are subject to changes from time to time. We do
not assume responsibility for updating the views consequent to such changes.
7. This Statement does not consider general tax benefits available to the Company and its Shareholders.
134SECTION V – ABOUT THE COMPANY
INDUSTRY OVERVIEW
(The remainder of this page is intentionally left blank)
1351. Economic Outlook
Global Macro-Economic Outlook
1.1.1 Current State of Global Economy and Outlook
Global growth, which reached 3.5% in CY23, stabilized at 3.3% for CY24 and projected to decrease at 2.8% for CY25. Global trade
is expected to be disrupted by new US tariffs and countermeasures from trading partners, leading to historically high tariff rates and
negatively impacting economic growth projections. The global landscape is expected to change as countries rethink their priorities
and policies in response to these new developments. Central banks priority will be to adjust policies, while smart fiscal planning and
reforms are key to handling debt and reducing global inequalities.
Chart 1: Global Growth Outlook Projections (Real GDP, Y-o-Y change in %)
)
%
Y
-
o
-
Y
(
h
t
w
o
r
g
P
D
G
CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P CY30P
World -2.7% 6.6% 3.6% 3.5% 3.3% 2.8% 3.0% 3.2% 3.2% 3.2% 3.1%
Advanced Economies -4.0% 6.0% 2.9% 1.7% 1.8% 1.4% 1.5% 1.7% 1.7% 1.7% 1.7%
Emerging Market and Developing
-1.7% 7.0% 4.1% 4.7% 4.3% 3.7% 3.9% 4.2% 4.1% 4.1% 4.0%
Economies
Source: IMF – World Economic Outlook, April 2025; Notes: P-Projection
1.1.2 Global GDP growth & inflation outlook
Table 1: GDP growth trend comparison - India v/s Other Economies (Real GDP, Y-o-Y change in %)
Real GDP (Y-o-Y change in %)
CY20 CY21 CY22 CY23 CY24 CY25P CY26P CY27P CY28P CY29P CY30P
India -5.8 9.7 7.6 9.2 6.5 6.2 6.3 6.5 6.5 6.5 6.5
China 2.3 8.6 3.1 5.4 5.0 4.0 4.0 4.2 4.1 3.7 3.4
Indonesia -2.1 3.7 5.3 5.0 5.0 4.7 4.7 4.9 5.0 5.1 5.1
Saudi Arabia -3.6 5.1 7.5 -0.8 1.3 3.0 3.7 3.6 3.2 3.2 3.3
Brazil -3.3 4.8 3.0 3.2 3.4 2.0 2.0 2.2 2.3 2.4 2.5
Euro Area -6.0 6.3 3.5 0.4 0.9 0.8 1.2 1.3 1.3 1.2 1.1
United States -2.2 6.1 2.5 2.9 2.8 1.8 1.7 2.0 2.1 2.1 2.1
Source: IMF- World Economic Outlook Database (April 2025)
Note: P- Projections, E-Estimate; India's fiscal year (FY) aligns with the IMF's calendar year (CY). For instance, FY24 corresponds to CY23.
Inflation Outlook
According to IMF, global inflation is expected to decline more slowly than expected. It is forecasted to be 4.3% in CY25 and 3.6%
in CY26. While inflation is projected to rise slightly in advanced economies, emerging markets may see a small decline in CY25.
136The ongoing global trade tensions can be one of the contributing factors for the projections for global inflation. Central banks are
expected to adjust policies, while smart fiscal planning and reforms are going to be the key to handling debt and reducing global
inequalities.
Chart 2: Global inflation outlook (Average consumer prices)
10.0
% 9.0
n
i n 8.0
o
ita
7.0
lfn
i s 6.0
e
c
ir 5.0
p
r
e m 4.0
u
s n 3.0
o
c
g 2.0
v
A
1.0
0.0
FY20 FY21 FY22 FY23 FY24 FY25P FY26P FY27P FY28P FY29P FY30P
Global Inflation 3.3 4.7 8.6 6.6 5.8 4.3 3.6 3.3 3.2 3.2 3.2
Source: IMF – World Economic Outlook, April 2025; Note: P-Projection, E-Estimated
1.1.3 GDP details of developed countries/ developing economies
Advanced Economies Group
Advanced economies, growth stood at 1.8% in CY24 and is projected to decline to 1.4% in CY25 with a marginal increase to 1.5%
in CY26. The CY25 forecast revised down by 0.5 percentage points compared to the January 2025 WEO Update.
The United States growth is projected to ease to 1.8% in CY25, lower than the January 2025 forecast by 1 percent point. The
revision reflects factors such as policy uncertainty, ongoing trade dynamics, and a slower pace of consumption demand. In CY26,
growth is expected to remain moderate at 1.7%, influenced by trade measures and steady private consumption.
The Euro Area's growth is anticipated to ease slightly to 0.8% in CY25 due to the uncertainties in the trade tariffs and with a modest
recovery in CY26 to 1.2% which is supported by consumption demand.
Emerging Market and Developing Economies Group
Emerging market and developing economies are forecasted to drop to 3.7% in CY25 and rise to 3.9% in CY26, with a continued
momentum till CY30. The economic forecast for emerging and developing Asian countries is expected to decline to 4.5% in CY25
and increase to 4.6% in CY26.
China's GDP growth for CY25 has been revised down to 4.0% from 4.6%, reflecting the impact of newly implemented tariffs. The
implied tariffs also offset the stronger momentum and planned fiscal expansion that took place from late CY24. The CY26 forecast
is also lowered to 4.0% from 4.5%, due to ongoing trade policy uncertainty and the continued effect of tariffs. In contrast, India's
growth remains stable, with anticipated rates of 6.2% in CY25 and 6.3% in CY26. This growth is mainly supported by private
consumption.
The Indonesian economy is expected to register growth of 4.7% in CY25 and CY26, however, an important concern for Indonesia
is the trade fragmentation. Saudi Arabia’s growth in CY25 is projected to have the growth rate to 3.0% on account of the extension
of oil production cuts taking place in the country. Going forward, GDP is expected to grow at 3.7% in CY26. On the other hand,
137Brazil's growth is projected to be 2.0% in CY25 and CY26 due to the anticipated tightening of the labour market and ongoing
restrictive monetary policy, growth is expected to slow down.
Despite the turmoil in the last 2-3 years, India bears good tidings to become a USD 5 trillion economy by CY27-CY28. According
to the IMF dataset on Gross Domestic Product (GDP) at current prices, the nominal GDP projected to be at USD 4.2 trillion for
CY25 and is projected to reach USD 5.1 trillion by CY27 and USD 6.8 trillion by CY30. India’s expected GDP growth rate for
coming years is almost double compared to the world economy. The Indian economy shows resilience amid global inflation,
supported by a stable financial sector, strong service exports, and robust investment driven by government spending and high-income
consumer consumption, positioning it for better growth than other economies.
Besides, India stands out as the fastest-growing economy among the major economies. The country is expected to grow at a range
of 6.2%-6.5% in the period of CY25-CY30, outshining China’s growth rate. By CY27, the Indian economy is estimated to emerge
as the third-largest economy globally, hopping over Japan and Germany. Currently, it is the third largest economy globally in terms
of Purchasing Power Parity (PPP) with a ~7.9% share in the global economy, with China on the top followed by the United States.
1.1.4 Growth drivers and key issues impacting the growth of the global economy
Growth Drivers impacting growth of Global economy
• Technological Advancement: Technological advancements are a key driver of global economic growth, transforming
industries, enhancing productivity, and creating new market opportunities. The rapid adoption of Industry 4.0 technologies,
including AI, IoT, and cloud computing, is optimizing manufacturing, improving decision-making, and enabling digital
transformation across sectors such as healthcare, finance, and logistics. The expansion of 5G networks is accelerating
connectivity, supporting smart cities, and boosting e-commerce penetration. Additionally, fintech innovations in digital
payments, blockchain, and decentralized finance (DeFi) are reshaping global financial services, enhancing financial
inclusion, and streamlining transactions. The transition to clean energy technologies, including solar, wind, and electric
vehicles (EVs), is driving sustainable economic growth while reducing reliance on fossil fuels.
• Infrastructure Development: Infrastructure development is a fundamental driver of global economic growth, facilitating
industrial expansion, enhancing connectivity, and boosting productivity. Investments in transportation networks, energy
systems, and digital infrastructure create a strong foundation for economic activities, attracting investments and improving
efficiency across industries. Mega projects such as China’s Belt and Road Initiative (BRI) and the U.S. Infrastructure
Investment Plan are driving large-scale infrastructure expansion, strengthening trade corridors, and supporting regional
integration. The rapid urbanization and smart city initiatives worldwide are increasing demand for modernized transport,
sustainable housing, and efficient utilities, further stimulating growth.
• Rising consumer demand: Rising consumer demand is a significant driver of global economic growth, fuelled by a rapidly
expanding middle class, particularly in emerging markets across Asia and Africa. Increasing disposable incomes,
urbanization, and changing consumption patterns are driving higher demand for consumer goods, real estate, healthcare,
and financial services. The growth of e-commerce, digital payments, and fintech solutions is further accelerating consumer
spending, enabling greater market penetration and enhancing accessibility to goods and services. Additionally, rising
aspirations and a shift towards premiumization are creating opportunities for businesses to expand into high-value segments
such as luxury goods, branded apparel, and personalized financial products. The demand for housing, infrastructure, and
mobility solutions is also increasing, driving investments in real estate, transportation, and smart city initiatives.
• Global Trade and investment: Expanding trade agreements, foreign direct investment (FDI), and supply chain
diversification strategies are crucial growth drivers of the global economy. Countries are increasingly focusing on trade
liberalization and regional economic partnerships, such as the Regional Comprehensive Economic Partnership (RCEP) and
the United States-Mexico-Canada Agreement (USMCA), to strengthen cross-border economic ties. These agreements
reduce tariffs, encourage smoother trade flows, and create new opportunities for businesses to access larger markets. FDI
continues to play a central role, facilitating the flow of capital, technology, and expertise into emerging markets, while
138enhancing industrial growth and global competitiveness. In parallel, supply chain diversification strategies are being
adopted to mitigate risks associated with over-reliance on specific regions, ensuring more resilient and efficient global
production networks.
Key Issues impacting growth of Global economy
• Population Growth and Migration Patterns: Declining fertility rates in developed nations and shifting migration trends
will impact labour force availability and economic output. Countries with aging populations, like China, face shrinking
workforces, while nations with growing populations, like India, may boost their global economic standing.
• Geopolitical Uncertainty: Geopolitical uncertainty, marked by rising tensions between major economies such as the U.S.-
China trade conflicts, Russia-Ukraine tensions, and instability in the Middle East, poses significant challenges to global
economic growth. These geopolitical issues disrupt global supply chains, creating bottlenecks and delays in the production
and delivery of goods. The uncertainty surrounding trade policies, sanctions, and military conflicts leads to increased
market volatility, making it difficult for businesses to plan and forecast effectively. Additionally, geopolitical instability
deters foreign direct investment (FDI), as investors seek safer, more predictable markets. The overall effect of these tensions
is a dampened global economic outlook, as businesses face higher costs, reduced confidence, and diminished prospects for
growth.
• Inflationary pressure: Inflationary pressures are a critical challenge to global economic growth, driven by supply chain
disruptions, energy price volatility, and labour market imbalances. Rising prices erode purchasing power, reducing
consumers' ability to spend on goods and services, which in turn dampens overall economic demand. Additionally,
increased inflation leads to higher borrowing costs as central banks raise interest rates to curb price increases, further stifling
both business investment and consumer spending. These inflationary pressures create a cycle of economic uncertainty, with
businesses facing increased operational costs, reduced margins, and the need to adapt to changing market conditions.
• Interest Rate hikes: Interest rate hikes by central banks worldwide, as part of efforts to combat rising inflation, present
significant challenges to global economic growth. Higher interest rates increase the cost of borrowing, making it more
expensive for businesses to secure financing for expansion and for consumers to obtain credit. This slowdown in investment
activity can stifle innovation and economic development. The impact is particularly pronounced in emerging markets,
where high debt burdens worsen the effects of rising borrowing costs, potentially leading to financial instability and slower
growth. As central banks tighten monetary policy, the resulting economic pressures reduce overall demand, slow down
consumer spending, and limit the flow of capital into growth sectors, creating headwinds for global economic recovery.
Indian Economic Outlook
1.2.1 India GDP trends and composition by sectors
Resilience to External Shocks remains Critical for Near-Term Outlook
139Chart 3: Trend in Real Indian GDP growth rate
250,000 12.0%
10.0%
9.7%
9.2%
200,000 8.0% 8.3% 6.50% 6.5% 8.0%
11 05 500 0,, ,000 000 000
0 3 1 ,2
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4 1 0 ,8
9
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7 7 2 ,5 0
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5 9 6 ,3 1 1 2 8 0 ,3 2 1 6 4 4 ,1 3 1
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9 4 9 ,6 3 1 8 1 2 ,0 5 1
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9
-5.8% -6.0%
- -8.0%
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26F
(FE) (FRE) (PE)
Real GDP (in Rs billion) Y-o-Y growth (in %)
Source: MOSPI, Reserve Bank of India; Note: FE – Final Estimates, FRE- First Revised Estimates, PE – Provisional Estimates, F - Forecasted
India's real GDP grew by 9.2% in FY24 (Rs 176,506 billion) which is the highest in the previous 12 years (excluding FY22, on account
of end of pandemic) and as per provisional estimates, it grew at 6.5% in FY25 (Rs 187,970 billion), driven by double digit growth
particularly in the Manufacturing sector, Construction sector and Financial, Real Estate & Professional Services. This growth is also led
by private consumption increasing by 7.6% and government spending increasing by 3.8% Y-o-Y. Real GDP growth is projected at 6.5%
in FY26 as well, driven by strong rural demand, improving employment, and robust business activity.
1.2.2 Performance of key macro-economic indicators
Fiscal deficit (as a % of GDP)
In FY21, India's fiscal deficit was 9.2% due to the impact of COVID-19, since then it has seen, a steady improvement is expected
to reduce to 4.8% of GDP FY25 (RE), driven by strong economic growth and higher tax and non-tax revenues. The government
aims for further fiscal consolidation, setting a target of 4.4% of GDP for FY26 to maintain fiscal prudence.
Chart 4: Gross Fiscal Deficit (% of GDP)
14010.0% 9.2%
9.0%
8.0%
6.7%
7.0% 6.4%
5.6%
6.0%
4.6% 4.8%
5.0% 4.4%
4.0%
3.0%
2.0%
1.0%
0.0%
FY20 FY21 FY22 FY23 FY24 FY25 (RE) FY26 (BE)
Source: RBI; Note: RE-Revised Estimates, BE-Budget Estimates
Consumer Price Index
The Consumer Price Index (CPI) for the April–June 2025 quarter recorded a combined inflation rate of 2.1%, marking the lowest
quarterly retail inflation in six years. The moderation was driven by continued declines in prices of pulses, vegetables, fruits, cereals
& cereal products, meat and fish, sugar & confectionery, and spices.
Chart 5: Retail Price Inflation in terms of index and Y-o-Y Growth in % (Base: 2011-12=100)
6.7% 7%
6.2%
6%
) 5.4%
r e 4.9%
b m u
n ( x e
d n i e c
ir
p
7 .4
2
1
4.9%
3 .0 3
1
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0 .5 3
13.6%
6 .9 3 1
3.4%3
.6 4 1
4.8%
3 .5
5 1
5
8 .3 6
1.5% 7
.4 7 1
1 .4
8 1
7 .2 9
1
4.7% 2 .8
8 1
3 .3 9
1
2.7%345 %%%
lia 2%
te
R
1%
0%
6 7 8 9 0 1 2 3 4 5 4 5
1 1 1 1 2 2 2 2 2 2 2 2
Y Y Y Y Y Y Y Y Y Y 'n 'n
F F F F F F F F F F u u
J J
- -
r r
p p
A A
Index number Y-o-Y growth in %
Source: MOSPI
The CPI is primarily factored in by RBI while preparing their bi-monthly monetory policy. At the bi-monthly meeting held in June
2025, RBI projected inflation at 3.7% for FY26 with inflation during Q1FY26 at 2.9%, Q2FY26 at 3.4% and Q3FY26 at 3.9% and
Q4FY26 4.4%.
141Considering the current inflation situation, RBI has cut the repo rate to 5.5% in the June 2025 meeting of the Monetary Policy
Committee.
Chart 6: RBI historical Repo Rate
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
0 0 0 0 0 0 1 1 1 1 1 1 2 2 2 2 2 2 3 3 3 3 3 3 4 4 4 4 4 4 5 5 5
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
b e F r p A n u J g u A t c O c e D b e F r p A n u J g u A t c O c e D b e F r p A n u J g u A t c O c e D b e F r p A n u J g u A t c O c e D b e F r p A n u J g u A t c O c e D b e F r p A n u J
Source: RBI
Further, the central bank shifted its policy stance from ‘accommodative’ to ‘neutral’. With a decline in food inflation, the headline
inflation moderated to a six-year low to 3.2% in April 2025.
The economic growth outlook for India is expected to maintain momentum, supported by private consumption and continued growth
in fixed capital formation. The uncertainty regarding the global outlook has reduced given the temporary tariff stay and optimism
with trade negotiations. However, global growth and trade has been revised downward due to weakened sentiments and lower growth
prospects.
The RBI has adopted for a non-inflationary growth with the foundations of strong demand and supply with a good macroeconomic
balance. The domestic growth and inflation curve require the policies to be supportive with the volatile trade conditions.
1.2.3 GDP growth Outlook
FY26 GDP Outlook: Real GDP growth is projected at 6.5%, driven by strong rural demand, improving employment, and robust
business activity. The agriculture sector's bright prospects, healthy reservoir levels, and robust crop production support this growth.
Manufacturing is reviving, and services remain resilient, despite global uncertainties. Investment activity is gaining traction,
supported by healthy balance sheets and easing financial conditions. However, risks from geopolitical tensions, global market
volatility, and geo-economic fragmentation persist
Persistent geopolitical tensions, volatility in international financial markets and geo-economic fragmentation do pose risk to this
outlook. Based on these considerations, the RBI, in its February 2025 monetary policy, has projected real GDP growth at 6.5% y-o-
y for FY26.
Table 2: RBI's GDP Growth Outlook (Y-o-Y %)
FY26P (complete year) Q1FY26P Q2FY26P Q3FY26P Q4FY26P
6.5% 6.5% 6.7% 6.6% 6.3%
Source: Reserve Bank of India; Note: P-Projected
1421.2.4 Growth value added (GVA) trends
India's industrial sector is expected to grow by 10.8% in FY24, reaching Rs 31.56 trillion, supported by positive business sentiment,
falling commodity prices, and government initiatives like production-linked incentives. In FY25, growth is expected to slow down
to 5.9% y-o-y, down from 10.8% in FY24. The growth is driven primarily by manufacturing, construction, and utility services. The
slowdown can be attributed to the manufacturing segment likely to grow at 4.5%, lower than the previous year's 12.3%.
Table 3: Industrial sector growth (Y-o-Y growth) -at Constant Prices
FY23 FY24
At constant Prices FY19 FY20 FY21 FY22 FY25 (PE)
(FE) (FRE)
Industry 5.3 -1.4 -0.9 11.6 2.0 10.8 5.9
Mining & Quarrying -0.9 -3.0 -8.6 7.1 2.8 3.2 2.7
Manufacturing 5.4 -3.0 2.9 11.1 -3.0 12.3 4.5
Electricity, Gas, Water Supply & Other
7.9 2.3 -4.3 9.9 11.5 8.6 5.9
Utility Services
Construction 6.5 1.6 -5.7 14.8 10.0 10.4 9.4
GVA at Basic Price 5.8 3.9 -4.2 8.8 7.4 8.6 6.4
Source: MOSPI; Note: FRE – First Revised Estimates, FE – Final Estimates, PE- Provisional Estimates
1.2.5 Demographic overview
Population growth and Urbanization
The trajectory of economic growth of India and private consumption is driven by socio-economic factors such as demographics and
urbanization. According to the world bank, India’s population in 2022 surpassed 1.42 billion, slightly higher than China’s population
(1.41 billion) and became the most populous country in the world.
Age Dependency Ratio is the ratio of dependents to the working age population, i.e., 15 to 64 years, wherein dependents are
population younger than 15 and older than 64. This ratio has been on a declining trend. Declining dependency means the country
has an improving share of working-age population generating income, which is a good sign for the economy. It was as high as 76%
in 1983, which has reduced to 47% in 2023. However, this ratio is expected to rise again to 54% by 2036, driven by an increase in
the elderly population as life expectancy improves.
Chart 7: Trend in Population growth vis-à-vis dependency ratio in India
1.60 80%
76%
1.40 71% 70%
63%
1.20 60%
54% 54%
1.00 50%
47% 47% 46% 46% 45%
000 ... 468 000
5 7
3
9 .0
2 1
.1
9 2 .1 3 4 .1 5 4 .1 6 4 .1 7 4 .1 9 4 .1 2 5 .1 234 000 %%%
.0
0.20 10%
0.00 0%
1983 1993 2003 2013 2023 2024 2025 2026 2027 2036
Population (Billion) Dependency Ratio (%)
Source: World Bank Database, MOSPI
143Despite a projected rise in the dependency ratio to 54% by 2036, India’s young and growing workforce, especially in newly urbanised
towns, will continue to drive income growth and consumer demand. This presents strong opportunities for sectors like consumer
electronics, transportation, and railways. Rising employment, urbanisation, and government investment in rural development and
digital infrastructure will further boost demand, while increased tech adoption supports long-term consumption growth across both
urban and rural markets.
Chart 8: Age-Wise Break Up of Indian population
6.0% 6.3% 6.5% 6.7% 6.8% 6.9% 6.9% 7.15% 7.38% 7.61% 7.84%
66.4% 66.7% 66.9% 67.2% 67.5% 67.8% 68.0% 68.23% 68.43% 68.61% 68.77%
27.6% 27.1% 26.6% 26.1% 25.7% 25.3% 25.1% 24.87% 24.43% 24.00% 23.59%
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
Population ages 0-14 Population ages 15-64 Population ages 65 and above
Source: World Bank Database; Note: 2025 onward figures are projections
The urban population is significantly growing in India. The urban population in India is estimated to have increased from 413 million
(32% of total population) in 2013 to 519.5 million (36.4% of total population) in the year 2023. India is undergoing a significant
urban transformation, with the urban population projected to rise to 40% by 2036. This shift is driven by factors such as improved
living standards, increased employment opportunities in urban areas, and government initiatives aimed at urban development. This
rapid urbanisation might necessitate substantial investments in infrastructure, housing, and transportation.
Chart 9: Urbanization Trend in India
40.0%
la
t o 38.5%
t
fo 37.4%
37.9%
% 36.90%
() n 36.4%
n o
itao
ita
lu
34.5%
34.9%
35.4%
35.9%
lup o 34.0%
pp 33.6%
o
p
n
a
b
r
U
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2036
Source: World Bank Database
1441.2.6 Per capita income trends of the economy
Increasing Disposable Income and Consumer Spending
Gross National Disposable Income (GNDI) is a measure of the income available to the nation for final consumption and gross
savings. Between the period FY15 to FY25, per capita GNDI at current prices registered a CAGR of 9.02%. More disposable income
drives more consumption, thereby driving economic growth.
With increase in disposable income, there has been a gradual change in consumer spending behaviour as well. Per capita Private
Final Consumption Expenditure (PFCE) which is measure of consumer spending has also showcased significant growth from FY15
to FY25 at a CAGR of 9.68%.
Chart 10: Trend of Per Capita GNDI and Per Capita PFCE (Current Price)
300,000
250,000
0
200,000 2 7 2
7 1 3 ,8
s
R n I 11 05 500 0,, ,000 000 000 9 3 4 ,0 0 1 0 2 ,7 5 1 3 ,9 0 9 3 3 ,3 2 5 0 ,0 2 1 8 5 2 ,0 3 4 7 ,1 3 1 9 7 3 ,6 0 2 6 ,4 4 1 1 4 4 ,4 4 0 5 ,2 5 1 5 1 3 ,1 8 0 4 ,8 4 1 1 4 6 ,9 6 1 8 ,4 7 1 2 9 0 ,5 0
9
6 ,7 9 1 6 1 5 ,9 1 1
,9
1 2 7 6 9 ,9 2 1
3
2 5 6 1 ,4 4 1
1 5 1 6 7 7 8 9 8 1
-
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 [FE] FY24 FY25 [PE]
[FRE]
Per Capita GNDI Per capita PFCE
Source: MOSPI; Note: FRE – First Revised Estimates, FE – Final Estimates, PE- Provisional Estimates
1.2.7 Key government policies driving economic growth
145AtmaNirbhar Bharat Policy
•LaunchedinMay2020,AtmanirbharBharatAbhiyanaimstoenhanceIndia'sself-reliancewithaRs.20trillion
economicstimulus.
•Theinitiativeis builtonfivepillars: economy,infrastructure, systems, demographics, and demand, promoting
sustainable growth.
•It includes key reforms across sectors to improve efficiency, boost employment, and strengthen domestic
capabilities.
Production Linked Incentive (PLI) Scheme
•Launched in March 2020, the Production Linked Incentive (PLI) scheme aims to enhance domestic
manufacturingandcreatejobsthroughsignificantinvestments.
•With an outlay of Rs. 1.97 trillion, it targets 14 key sectors, including electronics, pharmaceuticals, and
automotive.
•Theschemefocuses on attractinginvestments, improving efficiency, and boosting production to make Indian
manufacturersgloballycompetitive.
Make in India
•Launchedin2014, Makein Indiaaimsto positionIndiaasaglobalmanufacturingandentrepreneurialhubby
enhancingindustrialcapabilities andfosteringinnovation.
•The initiative aims to shift the government’s role from regulator to facilitator, promoting partnerships with
businesses.
•It targets 25 sectors for development, encouraging foreign direct investment, streamlining regulations and
investinginmoderninfrastructuretoenhancetheeaseofdoingbusiness inIndia.
Goods and Services Tax (GST)
•The Goods and Services Tax (GST), implemented in India on July 1, 2017, replaced a complex tax system
withaunifiedregime, categorizinggoodsandservices intovarioustaxslabs whileexempting essentials.
•It has benefited the manufacturing sector by reducing production costs and enhancing competitiveness
throughtheInputTaxCreditmechanism.
•For the services sector, it has varied effects, increasing consumer spending in some areas while boosting
demandinothers,andimprovingoperationalefficiency,particularlyinhospitality.
Pradhan Mantri Awas Yojana
•The Pradhan Mantri Awas Yojana (PMAY) aims to provide affordable housing for all by December 2024,
offering support such as interest subsidies, financial assistance for self-construction, and public-private
partnerships.
•The 2024-25 Union Budget allocated Rs. 84,6707.5 million for the scheme, benefiting Economically Weaker
Sections, Low Income Groups, and Middle-Income Groups through the PMAY-Urban and PMAY-Gramin
initiatives.
•PMAY promotes innovative construction technologies and affordable rental housing to improve living
conditionsnationwide.
Emergency Credit Line Guarantee Scheme
•The Emergency Credit Line Guarantee Scheme (ECLGS), part of the AtmaNirbhar Bharat Package, was
launched to support MSMEs with working capital during the COVID-19 pandemic, increasing its initial
allocationfromRs.3trilliontoRs.4.5trillion.
•ECLGS offers a100% guaranteeto lenders against borrower default, withmultiple phases cateringto various
sectorslikemanufacturing,healthcare, andhospitality, ensuringbroaderaccesstocredit.
1462 Indian Power Sector
Power is a vital component of infrastructure development and plays a crucial role in a country's economic growth and overall well-
being. A robust and well-developed power infrastructure is essential for sustaining the growth of the Indian economy.
The power industry is divided into three segments:
• Generation
• Transmission
• Distribution
Generation is the process of producing electricity from different sources like thermal energy (coal, diesel etc.), nuclear, and
renewable sources such as sunlight, wind, natural gas, etc., in generating stations or power generation plants. Transmission utilities
transport large amounts of electricity from power plants to distribution substations via a grid at high voltages. Whereas the retail
electricity distribution, the distribution of electricity to consumers at lower voltages, constitutes the distribution segment.
The structure of the power industry is depicted in the figure below.
Chart 11: Structure of Power Sector in India
Source: CareEdge Research
Evolution of Power Sector and Its Structure in India
Overview
147In India, the Electricity Act, 2003 governs the generation, transmission, distribution, exchange, and use of electricity. It also
establishes a complex system of bodies to administer the Electricity Act's functions. The Electricity Act, among other things,
delicensed all generation activities except hydropower.
The Electricity Act's principal goals are as follows:
• Promoting competition
• Protecting the interest of consumers
• Ensuring electricity supply to all areas along with a rationalization of tariffs
• Ensuring transparent policies and promotion of efficiency
The following diagram shows the regulatory structure of power sector in India:
Under the Electricity Act, the CEA is a statutory agency that advises the Government of India on policy, safety regulations, and
technical standards. The Central Electricity Regulatory Commission (CERC) and the State Electricity Regulatory Commissions
(SERCs) draft the regulations and the Government of India (in cooperation with the states and the CEA) develops policies (such as
the Nation Tariff Policy and National Electricity Policy) as guidelines.
Table 4: Regulatory Capabilities of different bodies
Centre State/Private
Policy Ministry of Power State Government
Plan CEA
Regulations CERC; MNRE SERC
System Operations National Load Dispatch Centre, Regional State Load Dispatch Centre
Load Dispatch Centre
Generation Central Generation Stations, MNRE, State Gencos Captive and Co- Private Licensees in
Department of Atomic Energy Generation Ahmedabad, Kolkata,
Plants,
148Centre State/Private
Independent Mumbai, Surat, Delhi,
Power Producers Noida, etc.
Transmission Central Transmission Licensee State Transmission
Transmission Transmissio Licensee
Utility n Utility
(PGCIL)
Distribution - State Distribution Company Private Discoms
Trading Trading Power Exchanges Bilateral Markets
Licensee
Appeal Appellate Tribunal (APTEL)
Electricity generation, distribution, and transmission are regulated and overseen by regulatory bodies at the federal and state levels.
They are self-contained entities with responsibilities outlined in the Electricity Act.
The CEA shall perform the following functions and duties:
• Advise the Government of India on matters relating to the national electricity policy, formulate short-term and long-term plans for
the development of electrical infrastructure, coordinate the activities of the Central Transmission Utilities (CTU) and the State
Transmission Utilities (STU) for the optimal utilization of resources to serve the interests of the national economy, and to provide
reliable and affordable electricity for all consumers.
• Advise any state government, licensee, or generating company on such matters to enable them to operate and maintain the electrical
infrastructure under their ownership or control in an improved manner and where necessary, in coordination with any other
government, licensee, or generating company owning or having the control of another electricity system.
• Make available from time to time the public information related to the rules, regulations, reports, inquiries, and orders made under
and by virtue of the Electricity Act and provide for the publication of reports and investigations.
• Advise the appropriate government and the appropriate commission on all technical matters relating to generation, transmission,
and distribution of electricity.
• Establish the Central Research Committee which shall advise on matters relating to policy, services provided by licensees,
protection of consumer interest, and electricity supply and standards of performance by utilities.
At the Central level, CERC performs the following functions:
• Regulates tariff of generating companies owned/controlled by the Government of India/State Government.
• Regulates tariff of generating companies other than those owned/controlled by the Government of India/ State Government, if
such generating companies enter or otherwise have a composite scheme for the generation and sale of electricity in more than one
state in India.
• Regulates inter-state energy transmission (including granting of license) including tariff of transmission utilities.
• Regulate the trading margin for the inter-state trading of electricity, if necessary.
• Discharge such other functions as may be assigned under the Electricity Act.
At the State level, SERCs perform similar functions to CERC:
• Determine tariff for generation, supply, transmission, and wheeling of electricity, wholesale, bulk, or retail sale within the state.
• Regulate the electricity purchase and procurement process of distribution licensees including the price at which electricity shall be
procured from the generating companies or licensees or from other sources through agreements for the purchase of power for
distribution and supply within the state.
• Facilitate intra-state transmission and wheeling of electricity.
• Issue licenses to persons seeking to act as transmission licensees, distribution licensees, and electricity traders with respect to their
operations within the state.
• Establish a State Research Committee which shall advise on matters relating to policy, services provided by licensees, protection
of consumer interest, and electricity supply and standards of performance by utilities.
149In relation to the promotion of renewable energy, the Ministry of New and Renewable Energy (MNRE) is the relevant agency of the
Government of India for the following matters:
• Solar Energy
• Wind Energy
• Bio-Gas Units
• Hydroelectric Power
• Tidal Energy
• Geothermal Energy
Solar Energy Corporation of India Limited (SECI), a government firm under MNRE's supervision, assists MNRE in implementing
and facilitating schemes like as the Jawaharlal Nehru National Solar Mission (NSM), wind project schemes, and solar-wind hybrid
project schemes.
Gujarat Electricity Regulatory Commission (GERC)
The Gujarat Electricity Regulatory Commission (GERC) is the state-level regulatory body established under the Electricity
Regulatory Commissions Act, 1998, and continues under the Electricity Act, 2003. Its primary role is to regulate the power sector
in Gujarat, covering generation, transmission, distribution, and trading of electricity, with a focus on ensuring efficient operations,
fair tariffs, and consumer protection.
It performs similar function but within the jurisdiction of Gujarat:
• Determines tariffs for generation, transmission, wheeling, and retail sale of electricity in Gujarat. The commission ensures that
tariffs are cost-reflective, safeguard consumer interests, and maintain the financial viability of utilities.
• Regulate the electricity purchase and procurement process of distribution licensees including the price at which electricity shall be
procured from the generating companies or licensees or from other sources through agreements for the purchase of power for
distribution and supply within the state.
• Issue licenses to persons seeking to act as transmission licensees, distribution licensees, and electricity traders with respect to their
operations within Gujarat and monitors compliance with regulatory conditions.
• Facilitates intra-state transmission and wheeling of power and provides regulatory clarity on open access. Gujarat is among the
leading states in open access operations for C&I consumers.
• Sets performance standards for utilities, enforces compliance, and ensures grievance redressal mechanisms are available for
electricity consumers in the state.
• Sets Renewable Purchase Obligations (RPOs) for obligated entities and ensures compliance.
• Issues regulations and tariff frameworks for solar, wind, biomass, and hybrid projects.
• GERC has introduced supportive policies for rooftop solar and net metering, making Gujarat one of India’s leaders in rooftop
installations.
GERC functions as Gujarat’s electricity regulator, balancing the interests of discoms, consumers, and investors, while actively
enabling renewable energy adoption through clear policies on RPOs, open access, and rooftop solar.
Power Exchanges:
Electricity trading through Power Exchange (PX) has hitherto been introduced in many electricity markets. In India, there are two
exchanges, the Indian Energy Exchange (IEX) and Power Exchange of India Ltd. (PXIL), functioning with guidance from CERC.
The electrical market in India has a supply shortfall (in some locations) and is made up of a variety of generation methods. PX is a
marketplace where utilities, power marketers, and other electricity providers post price and quantity bids for selling energy or
services, and potential customers submit offers to buy energy or services.
150Appellate Tribunals:
• The Central Government has established an Appellate Tribunal for Electricity (APTEL) for those dissatisfied with an order of the
CERC or a state. The APTEL, like the Income-Tax Tribunal and the Central Administrative Tribunal, has the power to overturn or
change that order.
• The APTEL comprises a chairperson who has been a Judge of the Supreme Court or Chief Justice of a High Court, one Judicial
Member who has been or qualified to be a judge of the High Court, two technical members who are electricity sector experts and
one technical member who is an expert from the petroleum and natural gas sectors.
• Since its operationalization, the APTEL has been called upon to resolve many complex and path-breaking issues, which has
facilitated the development of the power sector as per the intent of the Electricity Act, 2003.
Review and Outlook of the Power Demand-Supply in India
The power sector in India has undergone significant transformation in recent years, driven by government initiatives aimed at
enhancing efficiency, sustainability, and accessibility. With a mix of conventional and renewable energy sources, India has made
considerable strides toward achieving its energy security goals. The push for renewable energy, particularly solar and wind, has
positioned the country as a leader in global clean energy efforts. However, challenges remain, including outdated infrastructure,
financial viability of state-owned utilities, and regional disparities in power access. The implementation of smart grid technologies
and reforms in tariff structures are crucial for addressing these issues. Overall, while the power sector shows promise, continued
investment and policy support are essential to ensure a reliable and sustainable energy future for all.
Renewable energy in India has emerged as a cornerstone of the country's energy strategy, driven by a commitment to sustainability
and reducing carbon emissions. With ambitious targets set under the Paris Agreement, India aims to achieve 500 GW of renewable
energy capacity by 2030. The country boasts a diverse mix of renewable sources, including solar, wind, biomass, and hydropower.
Solar energy has seen exponential growth, with India becoming one of the largest solar markets globally. India’s renewable energy
sector is gaining strong traction, backed by progressive policies and sustained investment. Programs like the Solar Parks Scheme
and the Wind-Solar Hybrid Policy have laid the groundwork for large-scale clean energy deployment. Although land acquisition
bottlenecks and grid integration remain persistent hurdles, advancements in technology and a growing focus on energy infrastructure
are helping to bridge the gaps. With its expanding renewable capacity, India is not only accelerating its domestic clean energy
transition but also emerging as a key player in shaping the global low-carbon future.
.
Indian Power
Sector
Conventional Renewable
Energy Energy
Small Bio-
Coal Lignite Nuclear Gas Diesel Solar Wind Hydro Hydro Power
2.2.1 Power Demand, Supply, and Deficit in India
Power demand in the country has been on a rise in the past decade, with an exception during FY21 due to the Covid-19 pandemic.
Peak energy demand grew at a CAGR of 5.4% from 148 GW in FY15 to 250 GW in FY25, while peak supply grew at a CAGR of
5.3% over the same period. There was a 4.2% y-o-y increase in the power requirement by the country in FY25. However, in FY25,
due to high power demands, the peak demand not met was 2 GW and energy not supplied increased to 1,590 MU.
151Chart 12: Power Position in India
1,800 1,694 0.6%
1,626
1,600 1,512
0.5% 1,380 0.5% 0.5%
1,400 1,274 1,291 1,276
)
t
in
U
1,200 0.4% 0.4% 0.4% 0.4% t ic
ife
n o
illiB
1 , 80 00 00
1,504
0. 13 ,%
622 1,692
0.3%
D
(
/ s
u
n I 600 1,267 1,284 1,271
1,374
0.2%
lp
r u
S
400
0.1% 0.1%
200
- 0.0%
FY19 FY20 FY21 FY22 FY23 FY24 FY25
Requirement Availability Surplus/Deficit (RHS)
Source: Power Ministry, Central EA, CareEdge Research
Covid-19 induced lockdown, and restrictions had led to lower demand and generation of electricity since the pandemic had curtailed
commercial and business activity. As a result, the first half of FY21 witnessed a decline in power demand. However, with the gradual
reopening of the economy despite localized lockdowns, the power demand has continued to gradually rise over the past 3 years. The
electricity requirement has grown from 1,274 BU in FY19 to 1,694 BU in FY25. There has been a continuous deficit between
electricity requirement and availability in the range of 0.1%- 0.5% between FY19 and FY25.
However, the peak demand not met was around 1.5 GW in FY19 and the average energy not supplied was around 7,070 MU. The
peak demands not met, and energy not supplied has been on an increasing trend since and substantially decreased to 2.475 GW and
5,787 MU, respectively, in FY22. However, in FY24, due to high power demands, the peak demand not met was 3.34 GW and
energy not supplied increased to 4,112 MU. Whereas the peak demand not met in FY25 was relatively insignificant at 2 MW, while
the energy not supplied increased to 1,590 MU. There was a 6.9 % y-o-y increase in the power requirement by the country in FY24.
The power consumption and demand were highest in months of March and April due to higher temperatures during the summer
season compared to last year.
2.2.2 Overview of the Indian Power Generation Industry
Indian power generation sector is one of the most diversified in the world. Power generation sources in India range from conventional
sources such as coal, lignite, natural gas, oil, and nuclear to viable unconventional sources such as wind, solar, hydro, agricultural
and household waste.
152Chart 13: Power Generation over the years
2000
1,824
1,734
1800 57
1,624
48
1,531
1600 46
1,372 1,379 1,381 47 360 404
1400 372
38 47 43
370
s
t in 1200 262 290 306
U
n 1000
o
illiB
n
800
I 1326 1364
600 1206
1072 1043 1032 1115
400
200
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25
Thermal RES Nuclear
Source: Central Electricity Authority, CareEdge Research; RES refers to power generated from Hydro, Wind, Solar, Small hydro and Bioenergy
projects;
Electricity generation in India increased from 1,372 BU in FY19 to 1,824 BU in FY25, implying a compounded annual growth rate
(CAGR) of 4.9%. Electricity generation increased by about 5.2% y-o-y to 1,824 BU during April 2024 to March 2025. Thermal
power forms the largest source of power in the country with about 75% of the electricity consumed being generated from thermal
power plants. There are different types of thermal power plants, out of which coal based thermal power plants account for highest
amount of electricity followed by gas and diesel. Renewable Energy Sources (RES) including solar, wind and hydro are quickly
increasing their share, and their contribution has increased from 19.1% in FY19 to 22.2% in FY25.
Trend in Total Installed Capacity
The installed power capacity in India has increased from 356 GW in FY19 to 475 GW in FY25; it increased by 7.5% y-o-y as of
March 2025; India is the world's third-largest producer and third-largest user of energy.
153Chart 14: Installed Capacity Trend
500 40%
450 36%
35%
400
33% 172.4
143.6 30%
) W G 350 77.6 87.0 94.4 109.9 28% 125.2 30% 25%
( s t ta 23 50 00 46 5. .8 4 22% 46 5. .8 7 24% 46 6. .8 2 25% 46 6. .8 7 46 6. .8 9 48 6. .2 9 48 7. .2 7 20%
W
a
g 200
iG 15%
n 150
I
226.3 230.6 234.7 236.1 237.3 243.2 246.9 10%
100
5%
50
0 0%
Mar'19 Mar'20 Mar'21 Mar'22 Mar'23 Mar'24 Mar'25
Thermal Hydro Nuclear Renewable % of Renewable
Source: Central Electricity Authority, CareEdge Research
While conventional sources currently account for 54% of installed capacity, with the Government of India's ambitious projects and
targets, RES installed capacity including hydro, which currently accounts for 46%, is expected to have nearly equal in contribution
compared to conventional sources in the medium term. With consistent focus on renewable sector, the percentage share of installed
capacity is expected to shift towards renewable energy.
Chart 15: Mode-wise total installed capacity – 475 GW (March 2025)
8GW, Nuclear, 2%
106GW, Solar, 22%
220GW,
50GW, Wind, 11%
247GW, Thermal, Renewable,
52% 46%
48GW, Hydro, 10% 5GW, Small Hydro , 1%
11GW, Bioenergy, 2%
Source: Central Electricity Authority, CareEdge Research
Renewable accounts for 46% of the total power generation capacity of which solar accounts for the largest share of 22% followed
by Wind at 11% and Hydro at 10%.
2.2.3 India’s Per Capita Power Consumption
154Chart 16: Growth of Electricity Sector in India - Installed Capacity and Per Capita Consumption*
500 1800
)
h
w K 450 1538 1600
( 1395
n 400 1331
o itp m u
s
n o
33 05 00 1010 1075 1122 1149 1181 1208 1161 1255 111 024 000 000 ) W G (
y
t ic
C a
y
250
475
p
a
t ic ir t c e lE 12 50 00 276 305 327 344 356 370 382 400 416 442 68 00 00 C d e lla ts
a t ip 100 400 n I
a
C 50 200
r
e
P 0 0
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Installed capacity Per Capita Consumption
Source: Central Electricity Authority, CareEdge Research
(*) Per Capita Consumption= Gross Electricity availability/ Mid-year Population
Developed countries such as Japan and the United States have the world's highest per capita electricity consumption. India’s per
capita consumption has remained low as compared to even the emerging countries like Brazil and Mexico, implying significant
room for growth.
Table 5: Global Per Capita Consumption Comparison (MWh/Capita)
Year World India Nigeria Mexico Thailand Brazil China Japan USA
1990 2.06 0.32 0.11 1.14 0.70 1.46 0.53 6.71 11.69
1995 2.14 0.46 0.11 1.38 1.25 1.63 0.79 7.53 12.64
2000 2.32 0.51 0.09 1.76 1.45 1.90 1.02 8.05 13.66
2005 2.58 0.61 0.13 1.98 1.91 2.02 1.81 8.30 13.68
2010 2.87 0.77 0.14 2.02 2.31 2.37 2.96 8.78 13.38
2015 3.06 1.01 0.15 2.23 2.58 2.56 4.05 8.01 12.86
2019 3.30 1.18 0.10 2.40 2.90 2.60 5.10 7.90 12.70
2022 3.43 1.08 0.14 2.35 2.87 2.72 6.11 7.81 12.99
Source: IEA, Central Electricity Authority (For India), CareEdge Research
Data for India is as per FY-Financial Year while for others it is CY-Current Year
India is among the top nations in the world which are leading the global renewable energy growth. On technology specific installed
capacity, India ranks 4th in onshore wind, 3rd in Solar, 3rd in Bioenergy and 6th in Hydro as per International Renewable Energy
Agency (IRENA) renewable capacity statistics 2025.
Transmission Line Network (220 kV & above)
A transmission line is used for transmitting electrical power from a generating substation to several distribution units. Transmission
planning has become even more essential to integrate and evacuate RE power with the current growth trajectory of RE in the last
few years, coupled with the Government of India’s target of integrating 500 GW non-fossil-based installed capacity by 2030.
155India’s power transmission system has seen robust growth driven by growing demand, the government’s focus on providing
electricity in rural areas, and the need for connecting the generation stations, including the integration of RE sources from the RE-
rich states. Two central sector schemes-, the North Eastern Regional Power System Improvement Project (NERPSIP) and
Comprehensive Scheme for Strengthening of Transmission & Distribution Systems in Arunachal Pradesh and Sikkim are playing a
crucial role in reinforcing the transmission and distribution infrastructure in the North Eastern region.
Further, the government-owned Power Grid Corporation of India Ltd (PGCIL) is the industry leader that owns and operates most of
the inter-state and inter-regional transmission lines in the country facilitating the transfer of power between different regions. While
PGCIL and other state transmission utilities remain major players in the sector, the private sector participation has seen a healthy
growth with the introduction of Tariff-based Competitive Bidding (TBCB) and a viability gap funding scheme for the inter-state
projects.
Moreover, the transmission line network grew at a CAGR of approximately 3% to 4,94,374 CKm as of March 2025 from 4,13,407
CKm as of March 2019. During FY25, 8,830 CKm of transmission lines were added to the total network. Also, total transformation
capacity addition during the May 2025 was 3,150 MVA. Whereas the transformation line capacity is at 13,54,103 MVA as of May
2025.
156Chart 17: Transmission Line Network (220 kV & Above)
600
494
485
472
456
500 425 441 10 10
413 10 9 9
10 9
6 96 1 90 59
1
53 55 57
400 9 46
45
42
m
k
c '0 300 198 204 207
0 194
0 190
n 181
185
I
200
100 175 180 186 192 202 207 211
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25
220 KV 400 KV 765 KV 500 KV HVDC 800 KV HVDC
Source: Central Electricity Authority, CareEdge Research
There are many transmission projects under construction. These include various projects of transmission systems associated with
renewable projects and conventional projects in Rajasthan, Karnataka, Maharashtra, etc. These projects are being executed mainly
by PGCIL along with private players like Sterlite Power Transmission Limited, Adani Transmission Limited, ReNew Transmission
Ventures Private Limited, etc.
Further, the substation line network grew at a CAGR of approximately 7.07% to 1.355 million MVA as of May 2025 from 0.899
million MVA as of March 2019. During FY25, the substation line network grew to 1.34 million MVA.
The Government of India has finalised the National Electricity Plan from 2023–2032 to strengthen Central and State transmission
systems and meet a projected peak electricity demand of 458 GW by 2032. The estimated cost of the plan is Rs 9.15 lakh crore, it
aims to expand the transmission network from 4.91 lakh CKm in 2024 to 6.48 lakh CKm by 2032 and increase transformation
capacity from 1,290 GVA to 2,342 GVA during the same period.
This new plan includes nine High Voltage Direct Current (HVDC) lines of 33.25 GW, raising total HVDC capacity to 66.75 GW,
and boosting inter-regional transfer capacity from 119 GW to 168 GW. It covers the network of 220 kV and above it will help in
meeting the increasing electricity demand, facilitate RE integration and green hydrogen loads into the grid.
Additionally, 50.9 GW of Inter-State Transmission System (ISTS) projects worth Rs 60,676 crore have been approved to connect
280 GW of variable renewable energy by 2030 of this, 42 GW is completed, 85 GW is under construction, and 75 GW is under
bidding.
157In 2024, 10,273 ckm of transmission lines, 71,197 MVA of transformation capacity, and 2,200 MW of transfer capacity were added.
To speed up project implementation, Right of Way (RoW) guidelines were revised in June 2024, increasing land compensation
significantly up to 200% of market value for tower bases and 30% for corridors.
Distribution in Power sector
Distribution is the final stage in the power sector value chain. It connects the transmission utilities to the final consumers such as
residential, commercial, agricultural, and industrial consumers. This segment is crucial for the power sector, as it generates revenue
that is then passed on to the generation and transmission sectors. State-owned distribution companies (DISCOMs) primarily oversee
this process.
To encourage competition among DISCOMs and improve operational efficiency, the government allowed private participation in
power distribution through the Electricity Act of 2003. Although the majority of power distribution in India is handled by state-run
DISCOMs, private distribution licensees serve around 10% of the population. In several urban centres such as Delhi, Mumbai,
Kolkata, Surat, and Ahmedabad, private entities have been entrusted with distribution responsibilities and have delivered notable
efficiency improvements. Additionally, distribution franchisees have contributed meaningfully to curbing losses and improving
service quality in the regions under their purview.
The consumer base of DISCOMs is made up of five main segments: domestic, commercial, agricultural, industrial, and others. The
industrial sector contributes the most revenue to DISCOMs, followed by the agricultural and domestic sectors.
2.4.1 Financial Health of the DISCOMs
Outstanding Dues
Total Outstanding due that are owed by the distribution companies stood at Rs 52,860 crores as of Mar’25 as compared to Rs 78,000
crore as of Mar’24. The improvement in recovery of outstanding dues has been due to the implementation of Electricity (Late
Payment Surcharge and Related Matters) Rules, 2022, which was notified in August 2022.
The rules were introduced to strengthen the regulatory provisions for recovery of outstanding dues of generating transmission and
electricity trading licenses from distribution companies. The rules include late payment surcharge, prior intimation of payment
schedule, priority-wise adjustment of payment, and EMI schedule structure. Further, under these rules, it has become difficult for
DISCOMs to access power after the trigger date or in case of payment defaults unless the dues are settled.
The DISCOMs are now given 45 days by the power producers to pay bills towards electricity supplied after which the outstanding
dues become overdue and the DISCOMs are penalized in most cases. Delays in payment by the DISCOMs adversely affect the cash
flows of the generating companies, and hence, the generating companies need to make provisions for purchasing inputs like coal
and keep adequate working capital. This impacts the entire value chain of the power sector. Schemes like Revamped Distribution
Sector Scheme (RDSS) have been introduced to improve the operational efficiency and financial sustainability of DISCOMs.
158Chart 18 : Outstanding payments by DISCOMs to conventional generation companies
116
110.8
99.9
e r 86.8
o
r c 78
0
0
0
'
s
R 52.86
47.3
Mar-19 Mar-20 Mar-21 Mar-22 Mar-23 Mar-24 Mar-25
Source: PRAAPTI
Revenue Gap
The average Cost of Supply (ACS) for distribution utilities rose from Rs 6.0 per kWh in FY19 to Rs 7.09 per kWh in FY24. Average
Revenue Realized (ARR) with subsidy rose from Rs 5.48 per kWh in FY19 to Rs 6.94 per kWh in FY24. Besides operational
inefficiency, the other major factor contributing to the ACS-ARR gap is the absence of adequate tariff revisions in some of the states.
Chart 19: Average Cost of Supply, Average Revenue
8.0
7.1 7.1
6.9
6.7
7.0
6.1 6.2 6.2 6.3 6.1
5.9
6.0
h 5.0
W
k
r 4.0
e
p
s
R 3.0
2.0
1.0
0.0
FY20 FY21 FY22 FY23 FY24
ACS ARR
Source: PFC’s report on performance of state power utilities 2023-24 Report
159Chart 20: Revenue Gap
0.63
0.53
0.51
0.46
h
W
k
r 0.30 0.30
e
p
s
R
0.18 0.19
0.10 0.10
FY20 FY21 FY22 FY23 FY24
Revenue Gap with Subsidy Received Revenue Gap (subsidy rec.) excl. Uday and regulatory income
Source: PFC’s report on performance of state power utilities 2023-24 Report
In 2015, the Government of India launched the UDAY scheme with the objective to turn around the operational and financial
performance of the DISCOMs. As per the conditions of the scheme, the DISCOMs were supposed to bring down the AT&C losses
to 15% and ACS-ARR gap to zero by the end of FY19.
Tariff Subsidy billed by distribution utilities increased from Rs 1,69,016 crore in 2022-23 to Rs 2,10,784 crore in 2023-24. As a
percentage of total revenue, tariff subsidy billed by the utilities increased from 17.56% in 2022-23 to 20.21% in 2023-24.
The Overall AT&C losses for distribution utilities deteriorated from 15.11% in 2022-23 to 16.12% in 2023-24. Billing Efficiency
decreased from 86.98% in FY 2022-23 to 86.91% in FY 2023-24. Collection efficiency declined from 97.60% in 2022-23 to 96.51%
in 2023-24. The ACS-ARR gap with subsidy received decreased from Rs 0.30 per kWh in FY20 to 0.18 per kWh in FY24.
AT&C Losses
Aggregate Technical & Commercial (AT&C) loss is the difference between units input into the system and the units for which the
payment is collected. It can be divided into technical (transmission) and non-technical losses (commercial).
The AT&C losses of the DISCOMs have shown a fluctuating trend for the last five years, it has declined for the last three years,
even though the losses have come down, they are significantly higher as compared to the world average of around 8%. The losses
are mainly due to poorly maintained and overburdened distribution networks, inadequate metering, and electricity theft. Various
measures including consistent improvement in the billing and collection activities have gradually helped minimise the AT&C losses.
The AT&C losses reduced to 16% in FY24 for DISCOMs compared with the 21% in FY20.
160Chart 21: National AT&C losses
25%
22%
21%
20%
16% 16%
15%
15%
10%
5%
0%
FY20 FY21 FY22 FY23 FY24
AT&C Losses World Average USA China Japan
Source: PFC’s report on performance of state power utilities 2022-23 Report
The AT&C losses and ACS-ARR gap has improved significantly due to the introduction of the Revamped Distribution Sector
Scheme (RDSS). RDSS is a reforms-based and results-linked scheme with an outlay of Rs 3.03 Trillion towards power distribution
till FY25-26. The aim of the scheme is to provide financial support for Prepaid Smart Metering & System Metering and the
upgradation of the distribution infrastructure.
The Ministry of Power also issued regulations regarding mandatory energy accounting and auditing along with Later Payment
Surcharge Rules which state that unless the distribution companies promptly pay for the power drawn from the Inter-State
Transmission System (ISTS), their access to the power exchange will be cut off. These improvements were necessary to make the
power sector more attractive to investors, since the demand for power has been growing, and further investments are required to
meet the growing demand.
Total Revenue & Expenditure
Total expenditure of the DISCOMs increased by about 24% in FY23 whereas the revenues increased by 18% resulting in recovery
of cost of 89% in FY23 as compared to 93% in FY19.
Chart 22: Total Revenue and Expenditure for Distribution Utilities
9.0 8.2
7.9
8.0 7.1 7.5
7.0 6.4
5.8 5.9 6.0
n
6.0 5.4 5.2
o
illir 5.0
T 4.0
s
R 3.0
2.0
1.0
0.0
FY20 FY21 FY22 FY23 FY24
Total revenue Total expenditure
Source: PFC’s report on performance of state power utilities 2023-24 Report
Total Borrowings
161Total borrowings of DISCOMs increased from Rs 6.844 Trillion as on March 31, 2023 to Rs 7.5268 Trillion as on March 31, 2024.
The year over year rate of increase in debt in FY24 is reduced to 10% from 16% in FY21. This trend has emerged due to improvement
in bill collections; tariff increase and new norms which must be followed for DISCOMs to become eligible for loans
sanction/disbursement by Power Finance Corporation (PFC) and REC Limited.
To support the sector, the Government of India came out with a liquidity relief scheme in 2019 with an outlay of Rs 90,000 crores
(eventually increased to Rs 1.25 Trillions) for the state DISCOMs, in the form of loans against receivables, from PFC and REC. To
be eligible for the relief, the DISCOMs must follow certain norms including timely availability of quarterly audited accounts, timely
filing of tariff petitions and orders, clearance of any pending subsidies and bills due to DISCOMs, preparation of ACS-ARR gap
and AT&C loss improvement plan, and zero defaults.
Chart 23: Total Borrowings for Distribution Utilities
8 7.53
6.84
7
6.14
5.86
6
4.93 5.05
5 4.64
s n 4.04 4.21 4.20
o
illir 4
t
s
R
3
2
1
0
Mar'15 Mar'16 Mar'17 Mar'18 Mar'19 Mar'20 Mar'21 Mar'22 Mar'23 Mar'24
Source: PFC’s report on performance of state power utilities 2023-24 Report
1623 Outlook of the Power Sector
Outlook of Capacity Additions
The Indian power sector is witnessing a major transformation in terms of demand growth and energy mix. To ensure that everyone
has access to reliable power and sufficient electricity, investments are being carried out to increase the installed capacity and clean
energy transition. The government plans to establish a renewable capacity of 500 GW by 2030 and increase the share of non-fossil
fuel-based installed capacity to around 50%.
As per National Electricity Plan Vol-2 released in FY24, the installed capacity is expected to grow from 475 GW in March 2025 to
around 610 GW by March 2027, growing at a CAGR of around 11.36%. The Battery Energy Storage System (BESS) is expected to
gain traction and reach 9 GW of installed capacity. Installed capacity is expected to reach 900 GW by March 2032, growing at a
CAGR of 8.1% from March 2027, while the BESS capacity is expected to reach 47 GW.
Chart 24: Aggregate Installed Capacity Outlook
900
)
W
G 610
(
t ta 475
W
a
g
iG
n
I
47
0 9
Mar'25 Mar'27 Mar'32
Installed capacity BESS
Source: National Electricity Plan (NEP), CareEdge Research
Table 6: Sector wise and fuel wise break up of Additional Capacity Requirement (MW)
Under Construction Additional Total Under Additional Total
(FY22 to FY27) Capacity Capacity Construction Capacity Capacity
Requirement Addition (FY27 to Requirement Addition
(FY22 to (FY22 to FY32) (FY27 to (FY27 to
FY27) FY27) FY32) FY32)
Renewable
Hydro 10,462 0 10,462 1,032 8,700 9,732
PSP 2,700 0 2,700 80 19,160 19,240
Solar 92,580 38,990 131,570 0 17,900 17,900
Wind 25,000 7,537 32,537 0 49,000 49,000
Biomass 2,318 0 2,318 2,500 0 2,500
Small Hydro 352 0 352 250 0 250
Conventional
Nuclear 6,300 0 6,300 2,400 4,200 6,600
Coal & Lignite 25,580 0 25,580 1,320 24,160 25,480
Total 165,292 46,527 211,819 7,582 284,220 291,802
BESS 0 8,680 8,680 0 38,564 38,564
Source: MNRE
In FY25, the conventional generation capacity accounted for 52% of the total installed capacity while renewable energy accounted
for the balance 48%. By FY27, it is expected that the contribution of conventional generation will decline to 41%.
163Chart 25:Break-up of the total installed capacity - FY25 vs FY27
FY25 FY27P
Small Bioenergy, Small
Wind hydro, 1% 2% Hydro Bioenergy
power, 1% 2%
11%
Wind
13%
Thermal
41%
Solar,
22%
Thermal, Solar
52% 32%
Hydro, Nuclear
10% Nuclear, Hydro 2%
2% 9%
Source: National Electricity Plan (NEP) March 2023, Central Electricity
Authority, CareEdge Research
164India’s Renewable Potential and Global Rank in Terms of Installed Capacity
There has been a significant shift globally in the generation capacity mix due to the growing environmental concerns and climate
change. India is an active participant and has taken initiatives toward sustainable development and cleaner environment, including
significant additions of renewable energy generation capacity.
Further, India ranks 4th in the world, leading the global renewable energy growth. In technology-specific installed capacity, India
ranks 4th in onshore wind, 3rd in Solar and Bioenergy, and 6th in Hydro as per the International Renewable Energy Agency (IRENA)
renewable capacity statistics 2025.
Table 7: List of Top 10 Countries – Installed Capacity Statistics As of Dec 2024
Technology Specific Ranking by Installed Capacity
Ranking - Total
Ranking Renewable Installed
Capacity
Onshore Wind Offshore Wind Solar Bioenergy Hydro
1 China China China China China China
2 USA UK USA Brazil Brazil USA
3 Germany Germany India India Canada Brazil
4 India UK Germany Germany USA India
5 Brazil Denmark Japan UK Russia Germany
6 Spain Belgium Brazil USA India Japan
7 France France Spain Brazil Norway Canada
8 Canada Vietnam Italy Finland Turkey Germany
9 Sweden Japan Australia Indonesia Vietnam Russia
10 UK Korea Korea Sweden Japan Spain
Source: IRENA Renewable Capacity Statistics 2025, CareEdge Research
Table 8: India’s Physical Progress cumulative up to FY25 (GW): (as of June 2025)
Sector Cumulative up to FY25 Potential (GW)
Hydro Power 49.4 133.4
Wind Power 51.7 695
Solar Power 116.2 750
Small Hydro Power 5.1 21.1
Bioenergy- Biomass (Bagasse) Cogeneration 9.8
22
Bioenergy- Biomass (Non-Bagasse) (Cogeneration/ Captive Power) 0.9
Waste to Power 0.3
3
Waste to Energy (Off-grid) 0.5
Hybrid/ Round the clock/ Thermal + RE bundling - 0
Total 234.0 1,625
Source: MNRE, Energy Statistics India 2024, CareEdge Research, PIB
The state-wise potential of renewable energy is as below. Rajasthan, Gujarat, Maharashtra, Karnataka, and Tamil Nadu are the top
5 renewable energy potential states.
165Chart 26: State-wise estimated potential of renewable power in India (Total – 748 GWp)
Rest Of India
Rajasthan
16%
20%
Himachal Pradesh
3%
Telangana
4%
Madhya Pradesh Gujarat
6% 10%
Tamil Nadu
5%
Jammu & Kashmir Maharashtra
6% 12%
Andhra Pradesh Karnataka
8% 10%
*Excluding Hydro power
Source: Energy Statistics India 2025, CareEdge Research
India has a solar potential of 748 GW, if solar PV modules cover 3% of the waste land area. The top three states with highest solar
potential are Rajasthan, Gujarat and Maharashtra accounting for 42% of total potential and top ten states account for around 75% of
the total solar potential.
Power Peak Demand Forecast, Energy Requirement and Supply Potential
Power demand forecasting in India is a critical aspect of ensuring a reliable and efficient electricity supply, particularly as the country
experiences rapid economic growth and Urbanisation. Rising industrialisation and population growth are expected to drive a
substantial increase in electricity demand in the coming years. Agencies such as the Central Electricity Authority (CEA) are
employing advanced modelling techniques to forecast future demand, taking into account demographic shifts, economic trends, and
seasonal variations. The adoption of smart grid technologies and real-time data analytics is improving the precision of these
projections. Nonetheless, challenges persist, including regional imbalances in power consumption and the urgent need for
infrastructure modernisation. Accurate demand forecasting remains critical for optimising generation capacity, minimising outages,
and ensuring the power sector is equipped to meet the nation’s evolving energy requirements.
Table 9: All India Peak Demand and Energy Requirement
Region Peak Demand (MW) Energy Requirement (BU)
FY27 FY32 FY27 FY32
Northern 97,898.00 1,27,553.00 592.30 773.50
Western 89,457.00 1,14,766.00 596.80 763.20
Southern 80,864.00 1,07,259.00 460.90 596.60
Eastern 37,265.00 50,420.00 232.90 308.10
North-Eastern 4,855.00 6,519.00 24.90 32.40
All India 2,77,201.00 3,66,393.00 1,907.80 2,473.80
Source: Central Electricity Authority, CareEdge Research
Going forward, the Western and Northern regions are expected to continue to drive the energy requirement followed by the Southern
region.
Chart 27: Projected All India Energy Requirement
1662,473
1,908
s
t 1,694
in
U
n
o
illiB
n
I
FY25 FY27P FY32P
Source: National Electricity Plan (NEP), CareEdge Research; Note: P is for Projections
According to the National Electricity Plan Vol 1, all India peak electricity demand is projected at 277 GW and energy requirement
is projected at 1,908 BU for FY27. The power demand is further expected to rise with the growing population and increased
economic activities. For FY32, the peak electricity demand is projected at 366 GW and energy requirement at 2,473 BU.
Chart 28: Projected All India Peak Demand
366
277
) W 250
G
(
d
n
a
m
e
D
k
a
e
P
FY25 FY27P FY32P
Source: National Electricity Plan (NEP) March 2025, CareEdge Research; Note: P is for Projected
The energy requirement is expected to grow at a CAGR of 6.13% and peak demand is expected to grow at CAGR of 5.29% between
FY25-FY27. For FY27 to FY32, the CAGR is at 5.73% for energy requirement and 5.7% for peak demand.
167Power Supply Mix of India
Chart 29: Power Generation over the years
2000
1,824
1,734
1800 57
1,624
48
1,531
1600 46
1,372 1,379 1,381 404
47 360
1400 372
38 47 43
370
s
t in 1200 262 290 306
U
n 1000
o
illiB
n
800
I 1326 1364
600 1206
1072 1043 1032 1115
400
200
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25
Thermal RES Nuclear
Source: Central Electricity Authority, CareEdge Research; RES refers to power generated from Hydro, Wind, Solar, Small hydro and Bioenergy
projects;
Electricity generation in India increased from 1,372 BU in FY19 to 1,824 BU in FY25, implying a compounded annual growth rate
(CAGR) of 4.9%. Electricity generation increased by about 5.2% y-o-y during April 2024 to March 2025. Thermal power forms the
largest source of power in the country with about 75% of the electricity consumed being generated from thermal power plants. There
are different types of thermal power plants, out of which coal based thermal power plants account for highest amount of electricity
followed by gas and diesel. Renewable Energy Sources (RES) including solar, wind and hydro are quickly increasing their share,
and their contribution has increased from 19.1% in FY19 to 22.2% in FY25.
Long-Term Drivers and Constrains for Demand Growth
The growth drivers for the increasing power demand are mentioned below.
• GDP and Energy Intensity
India has latent power demand because of its low per capita power consumption, strong GDP outlook and growing population. India
is likely to emerge as one of the world’s fastest growing economy, as per IMF’s April 25 outlook India is expected to grow by 6.2%
in 2025 and 6.3% in 2026 respectively, which is expected to lead to an increase in the power demand of the country. The capacity
addition surged in FY25, marking approximately ~13GW in Q1, and the trend is expected to continue. Also, the electricity generated
from all sources increased over 3.6% in Q1 FY25 as compared to previous year same period.
• Urbanisation
168Urbanisation leads to faster infrastructure development, job creation, development of the consumer, and services sectors, thereby
major driver for the growing power demand. The urban consumption is increasing due to rising disposable income, favourable
demographics and the trend is likely to continue.
• Demand for Round-The-Clock power
Recently, there has been a significant focus on blending two or more energy sources like wind-solar hybrid to achieve better
synergies, higher plant load factor and better energy gains. The wind and solar energy have complementary generation patterns and
hence provide smooth output. Round-The-Clock ensures quality clean power is made available round the clock, mixing renewable
with conventional energy sources for stable power and utilization of existing coal-based plants.
• Rural Electrification
The Government of India has taken joint initiatives with the state governments for providing Power for All (PFA) to all
households/homes, industrial, and commercial consumers including supply of power to agricultural consumers. PFA initiative along
with rural electrification across various states aims to ensure 24X7 electricity access, enhance the satisfaction levels of the
consumers, improve the quality of life of people and increase economic activities. This is one of the key drivers for the growing
power demand.
Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY) was launched in December 2014 with the objective of electrification of all
un-electrified villages as per Census 2011 by the Government of India. Similarly, Pradhan Mantri Sahak Bijli Har Ghar Yojana-
SAUBHAGYA was launched in October 2017 for electrification of rural and urban poor households in the country. Schemes like
Integrated Power Development Scheme (IPDS) with an outlay of Rs 326.12 billion including a budgetary support of Rs 253.54
billion from the Government of India have been approved.
• Railway Electrification
A lot of emphasis is given to railway electrification with the view to reduce the nation’s dependence on the imported coal and
petroleum-based energy and with a vision of providing eco-friendly, faster and energy-efficient mode of transportation.
Table 10: Trend of railway electrification in India (in route Kms)
Particulars FY19 FY20 FY21 FY22 FY23 FY24 FY25
Electrified 35,488 39,866 45,881 52,247 58,812 63,456 68,701
Total 67,415 67,956 68,103 68,043 68,584 69,181 69,512
Railway Lines Electrified (% of Total) 52.60% 58.70% 67.40% 76.80% 85.80% 91.70% 98.80%
Source: Indian Railways
• Electrification of Mobility Infra
The global market for electric vehicles (EVs) is growing. As per the International Energy Agency (IEA), the global EV fleet will
reach about 130 million by 2030, a sharp rise from just more than 5.1 million in 2018.
The growth of EV segment in India has also been on an increasing trend. The penetration of EVs has increased to 7.8% of the total
vehicle sales in FY25.
Table 11: Sale of EV Units in India (in units)
EV Sales Units FY19 FY20 FY21 FY22 FY23 FY24 FY25
Two-wheeler 25,393 24,839 44,782 2,52,568 7,28,069 9,48,518 11,49,422
Three-wheeler 1,18,944 1,40,683 90,073 1,82,604 4,04,427 6,32,806 6,99,063
169Four-wheeler 1,632 2,727 5,132 18,567 91,506 91,506 1,07,645
Goods vehicle 517 50 400 2,203 8,494 8,494 8,844
Total EV sales units 1,46,486 1,68,299 1,40,387 4,55,942 16,81,324 16,81,324 19,64,974
Source: Council of Energy & Environment & Water (CEEW), SMEV, CareEdge Research
The Government of India has targeted 30% EV penetration by 2030. As EV adoption grows, there will be additional power demand
for EVs and hence readiness of the electricity grid to EV charging demand is critical to achieve rapid and large-scale transition to
EVs.
The charging demand by vehicle segment is depicted below in the table:
Table 12: Charging demand by vehicle segment (in units)
Vehicle segments Total daily charging demand in kWh - 2025 Total daily charging demand in kWh – 2030
E – 2W 1,25,596 7,65,442
E-3W (passenger / cargo) 2,55,162 9,72,757
E-car (personal) 17,498 1,64,786
E-car (commercial) 55,931 4,91,838
Total 4,54,187 23,94,823
Source: Handbook of electric vehicle charging infrastructure implementation by NITI Aayog – Version 1
Constraints:
• Grid Connectivity
Power generation in India is dominated by coal-based generation. The use of other resources, such as renewable energy, is
experiencing a staggering growth in installed capacity. Going forward, it is expected that the growth in renewable energy capacity
additions will be healthy. Such expansion necessitate large-scale development within the transmission sector, primarily because
utility-scale solar and wind power projects are typically situated in remote locations with limited supporting infrastructure. While
the government has undertaken several initiatives to enhance transmission capacity in line with renewable energy additions, delays
in commissioning transmission infrastructure for evacuating power from upcoming projects remain a significant risk for the sector.
• Poor Health of DISCOMS
The DISCOMs have faced several issues in the past including increasing debt levels, poor collection efficiency, high AT&C losses
and high ACS-ARR gap. The government has taken multiple initiatives over the past few years to improve the sector. However, the
delays in payment to the power producers pose a risk to their cash flow and overall financial stability.
• Fuel Availability (Coal)
Conventional thermal power generation depends on finite fuel sources such as coal, lignite, gas, and diesel, which are depleted
through use. In contrast, renewable energy sources are naturally abundant and do not diminish over time. Between FY18 and FY20,
India recorded an estimated 30 billion units (BU) of lost generation due to coal shortages. This shortfall was eliminated in FY21 and
FY22 through increased coal imports, and since FY22, no generation loss has been reported due to coal supply constraints. However,
dependence on imported fuel introduces risks related to price volatility and supply disruptions. Such shortages can adversely impact
power generation and compromise grid stability, making consistent fuel availability a critical issue for the sector. Although the
government is actively working to boost domestic coal production and has prioritised fuel allocation for the power sector, imported
coal remains essential to ensure optimal plant operation and meet the country’s growing electricity demand.
Investments in the Power Generation, Transmission and Distribution Sector in India
Generation
170As per the NEP, total power capacity is expected to increase to 900 GW by FY32 from 442 GW in FY24. The expected investments
in the generation section between FY23-FY27 and FY27-FY32 are given in the following table.
Table 13: Expected investments in generation (Rs Crore)
FY23-FY27 FY27-FY32
A. Conventional
Thermal 2,18,430 1,85,855
Nuclear 1,20,280 43,051
Sub-total 3,38,710 2,28,906
B. Renewables
Hydro 66,148 1,29,777
PSP 54,203 75,240
Wind 2,30,946 3,30,900
Offshore Wind 0 27,401
SHP 1,859 1,669
Biomass 24,704 23,105
Solar 6,80,970 7,96,771
BESS 56,647 2,92,637
Sub-total 11,15,477 16,77,500
Total 14,54,188 19,06,406
Source: National Electricity Plan (NEP) March 2023, CareEdge Research
Projected Investments in the Indian Electricity Transmission Sector
A total of Rs 42,998 cr. by the end of FY28 with highest investments in the Western Region of Rs19,298 cr.
Table 14: Transmission Line Investments (In Cr)
FY WR SR NR ER NER Total
FY24 7,365 6,659 10,770 285 417 25,495
FY25 11,320 3,391 1,077 594 77 16,459
FY26 614 - - - 430 1,044
FY27 - - - - - -
FY28 - - - - - -
Total 19,298 10,050 11,847 879 925 42,998
Source: ISTS Rolling Plan 2027-28, CareEdge Research
171Distribution
A total of Rs 7.42 lakh crore is expected to be added under this section from FY22 to FY30.
Table 15: Projected Investments in The Indian Electricity Distribution Sector
Investment Required from Total Investment available with Investment Required from % of required investment
2022-27 the Discom from various 2027-30 already sanctioned upto 2027
sources for period 2022-27 under RDSS and other schemes
including RDSS
Rs 4.28 Rs 1.89 Rs 2.86 44%
Source: Distribution Perspective Plan 2030, Central Electricity Authority
1724 Indian Solar Power Sector
Evolution and Rise of Solar Power in India
India has significant solar energy potential. Approximately 5,000 trillion kWh of energy is incident over India's geographical area
each year. Solar photovoltaic electricity can be successfully harvested, allowing for massive scalability in India. Many communities
have benefitted from solar energy-based decentralized and distributed applications that satisfy their cooking, lighting, and other
energy demands. Furthermore, over the years, India's solar energy sector has emerged as a key participant in grid-connected power
generation capacity. It contributes to the government's objective of sustainable growth while evolving as a key anchor in meeting
the nation's energy demands and ensuring energy security.
As of FY25, India’s total solar installed capacity stood at 105.65 GW, accounting 22% of the installed power generation capacity
and 49.7% total renewable energy capacity. This comprises 81.9 GW from ground-mounted solar plants, 17.0 GW from grid-
connected solar rooftops, 2.8 GW from hybrid projects and 4.7 GW from off-grid solar systems.
Chart 30: Trend in Yearly Solar Capacity Installation
Renewable push and
supportive government
initiatives
23.83
High Installations
) W
R inu ss tah
l
lf ao tr
io ns due
d tau re
g
eto
ts
COP26
G to implementation
(
s t of BCD 15.03
t A 13.9
W 12.8
a Covid-19 impact
g
iG and supply chain
n
disruptions
I
6.5
5.4
FY20 FY21 FY22 FY23 FY24 FY25
Source: Central Electricity Authority, CareEdge Research; Note: This includes onshore, offshore, rooftop and utility solar capacity installations
Over the previous years, the solar power industry has experienced strong growth. Over the FY20 to FY25, the segment registered
CAGR of 29.67%, albeit from a low base, solar power additions in FY25 were higher, at 23.83 GW (vs. 15.03 GW in FY24).
Solar energy is an integral part of India's National Action Plan on Climate Change with the National Solar Mission (NSM) being
one of the key solar-focused programs. The NSM is an initiative of the Indian government, with strong participation from states, to
encourage environmentally sustainable growth while addressing India's energy security issues.
India has made a commitment to decrease the emissions intensity of its Gross Domestic Product (GDP) by 45% by 2030, compared
to 2005 levels. Additionally, India aims to attain a non-fossil fuel-based installed power generation capacity of approximately 50%
(500 GW) by 2030. These targets were proposed at the 26th session of the Conference of the Parties (COP26) to the United Nations
Framework Convention on Climate Change (UNFCCC), which took place in Glasgow, United Kingdom, in November 2021.
India has set an ambitious target of achieving net-zero emissions by 2070, reaffirming its long-term commitment to expanding
renewable energy capacity. In pursuit of this goal, the government has introduced a range of supportive policies and programmes.
Key initiatives include the Solar Park Scheme, the Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan (PM-KUSUM),
the Central Public Sector Undertaking (CPSU) scheme, and the Grid-Connected Solar Rooftop Programme. Additional measures
173such as support for domestic module manufacturing, Renewable Energy Certificates (RECs), Renewable Purchase Obligations
(RPOs), ‘must-run’ status for renewables, and waivers on Inter-State Transmission System (ISTS) charges have further strengthened
the policy framework to accelerate renewable energy deployment across the country.
Review of Overall Grid-Connected Solar Energy Capacity Additions
Grid-connected solar capacity refers to the solar power generation capacity which is connected to the utility grid. The grid-connected
solar capacity has increased from 34,610 MW in FY20 to 1,05,814 MW as of FY25, representing 95.47% of the total installed solar
power generation capacity.
Chart 31: Grid-Connected Solar Capacity
105.8
78.9
)
W
G
( 63.3
s
t
ta
54.0
W
a
g
iG
40.1
n
I 34.6
FY20 FY21 FY22 FY23 FY24 FY25
Source: MNRE, CareEdge Research; Note: This chart refers to cumulative capacity at the end of the respective financial years
Despite suffering from supply chain constraints and increasing shipping costs, the capacity installations have been high due to rapid
technological improvements and a significant decline in module costs. Other drivers include increased competitiveness, faster
completion of projects in pipeline during COVID-19 period, consistent focus of Government of India, greater demand from the
commercial and industrial segments, etc. Rajasthan leads in grid-connected solar capacity with 29 GW, accounting for approximately
27% of the national total. It is followed by Gujarat with 19 GW and Tamil Nadu with 10 GW. Other key contributors include
Karnataka, Maharashtra, Telangana, Andhra Pradesh, Madhya Pradesh, and Uttar Pradesh. Collectively, all remaining states
contribute just 9% of the installed grid-connected solar capacity, amounting to around 7 GW.
Table 16: State Wise Capacity as of FY25
Solar Power
Sr.
STATES / UTs Total (excld. Off
No. Ground Mounted Roof Top Hybrid Solar
grid)
(MW) (MW) (MW)
1 Andhra Pradesh 5,006.3 339.7 - 5,346.0
2 Arunachal Pradesh 1.3 6.7 - 8.0
3 Assam 126.0 95.3 - 221.3
4 Bihar 196.1 111.0 - 307.1
1745 Chhattisgarh 900.4 107.4 - 1,007.8
6 Goa 2.0 54.9 - 56.9
7 Gujarat 13,556.1 5,534.6 829.6 19,920.3
8 Haryana 266.8 859.5 - 1,126.3
9 Himachal Pradesh 158.0 24.6 - 182.6
10 Jammu & Kashmir 2.5 42.2 - 44.7
11 Jharkhand 21.0 93.0 - 114.0
12 Karnataka 8,915.1 710.1 212.3 9,837.4
13 Kerala 323.2 1,375.5 - 1,698.7
14 Ladakh - 1.8 - 1.8
15 Madhya Pradesh 4,590.8 572.5 - 5,163.3
16 Maharashtra 6,658.7 3,592.9 - 10,251.6
17 Manipur 0.6 7.1 - 7.7
18 Meghalaya - 0.2 - 0.2
19 Mizoram 22.0 2.0 - 24.0
20 Nagaland - 1.0 - 1.0
21 Odisha 574.5 84.9 - 659.4
22 Punjab 886.3 453.8 - 1,340.1
23 Rajasthan 25,169.5 1,591.8 1,980.0 28,741.3
24 Sikkim 0.5 5.1 - 5.6
25 Tamil Nadu 9,359.6 1,003.3 - 10,362.9
26 Telangana 4,360.5 472.9 - 4,833.4
27 Tripura 5.1 4.8 - 9.9
28 Uttar Pradesh 2,722.1 329.9 - 3,052.0
29 Uttarakhand 298.4 273.7 - 572.1
30 West Bengal 240.4 67.1 - 307.5
31 Andaman & Nicobar 25.1 5.3 - 30.4
32 Chandigarh 6.3 71.7 - 78.0
33 Dadar & Nagar Haveli/ Daman & Diu 14.3 83.6 - 97.9
34 Delhi 9.8 323.2 - 333.0
35 Lakshadweep 2.5 - - 2.5
36 Pondicherry 1.0 66.3 - 67.3
37 Others - - - -
Total (MW) 84,422.6 18,369.5 3,021.8 1,05,813.9
Source: MNRE, CareEdge Research
Review of Policies and States that Drove the Capacity Additions
As part of its Nationally Determined Contribution (NDC) under the COP26, the government has committed to reducing the emissions
intensity of GDP by 45% below 2005 levels by 2030 and increasing the percentage of non-fossil fuels in total capacity to 50%.
Further, India proposes to achieve 500 GW of installed capacity from non-fossil fuel sources by 2030, become energy-independent
by 2047, and achieve net zero emissions by the year 2070. Hence, the government is focusing on renewable capacity additions
through policy initiatives like Jawaharlal Nehru National Solar Mission (JNNSM), obligations of RPO, setting up of Solar Energy
Corporation on India Ltd. (SECI), etc.
Government Support Schemes:
• Solar Parks:
The Government of India is implementing “Development of Solar Parks and Ultra Mega Power Projects” in the country. Under this
scheme, 55 Solar Parks with aggregate capacity of 40 GW across 13 states have been sanctioned.
175Chart 32: States with Solar Parks Facilities in India (Feb 2024)
Himach
al
Pradesh
1,295
8,276 MW 3,730 MW
J nh da rkha
Miz mo ra
12,1 50 4,68 0 1,08 9
MW Chh attisg
arh
340
MW
750
4,20 0
2,50 0 MW
MW
As per FY25 annual report, 18 solar projects with total capacity of 10.8 GW have been fully developed and 6 solar parks of 4.8 GW
are partially developed.
• Pradhan Mantri Kisan Urja Suraksha Evam Utthan Mahabhiyan (PM KUSUM):
The Government of India initiated the Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan (KUSUM) Yojana in March
2019. Its objective is to increase farmers income while offering options for irrigation and reducing diesel dependency in the
agricultural sector.
The primary goal of PM KUSUM is to ensure energy security for farmers in India, while fulfilling India’s commitment to increase
the proportion of installed electric power capacity from non-fossil-fuel sources to 40% by 2030, as part of its Intended Nationally
Determined Contributions (INDCs). The scheme aims to increase solar capacity by 30,800 MW, with a total central financial support
of Rs 344.22 Billion.
The scheme was approved by the Cabinet Committee on 19-02-2019, and consists of 3 components:
During 2024,
• Component A: 10,000 MW of Decentralized Ground Mounted Grid Connected Solar Power Plants.
• Component B: Installation of 20 lakh standalone solar powered agriculture pumps.
176• Component C: Solarization of 15 lakh existing grid-connected agriculture pumps.
All components combined would support installation of additional solar capacity of 30.80 GW.
As of December 2024, 397 MW have been installed umber component A, 6.16 lakhs pumps have been installed under component
B and 1.12 lakhs agricultural pumps have been solarized under component C.
As of January 2025, 418 MW of solar capacity has been installed out of the total sanctioned 10,000 MW. Additionally, 6,69,484
standalone pumps have been installed, while the number of pumps solarized under feeder-level solarization has reached 1,87,633,
the state have tendered entire allocated capacity, and Letters of Award (LOAs) totalling over 20 GW have been issued, the gestation
period of the same is 24 months from the date of issue, hence the installations are expected to be completed by March 2026.
• Roof Top Solar (RTS) Programme:
The Ministry of New and Renewable Energy (MNRE) launched the Rooftop Solar Programme Phase I in December 2015 in which
incentives and subsidies were provided for residential, institutional and social sectors. The Phase-II was launched in February,2019
with the objective of achieving 40 GW of rooftop solar (RTS). The programme aims to install 4,000 MW of RTS capacity in the
residential sector by providing Central Financial Assistance (CFA). According to MNRE, as of March 2024, the installed capacity
under the programme in the residential sector stood at approximately 3,045 MW.
For general category states, the CFA is Rs 14,588/kW for the first 3 kW of RTS capacity and Rs 7,294/kW for RTS capacity beyond
3 kW and up to 10 kW. For special category states (including the North-eastern states, Sikkim, Uttarakhand, Himachal Pradesh, the
UT of Jammu & Kashmir, Ladakh, Lakshadweep, and the Andaman & Nicobar Islands), the admissible CFA is Rs 17,662/kW for
the first 3 kW of RTS capacity and Rs 8,831/kW for RTS capacity beyond 3 kW and up to 10 kW.
Resident Welfare Associations/Group Housing Societies (RWA/GHS) are also eligible for CFA for RTS installation in common
facilities, up to a maximum of 500 kW capacity. The CFA for RWA/GHS is Rs 7,294/kW in general category states and Rs 8,831/kW
in special category states.
• Solar Cities:
Under this scheme, at least one city in every Indian state is being developed as a solar city, where the entire electricity demand will
be met through renewable sources—primarily solar. All households will have rooftop solar systems, along with solar streetlights
and waste-to-energy plants. The program aims to empower urban local bodies to tackle energy challenges by offering a framework
to create a master plan that assesses current energy use, forecasts future demand, and outlines action steps. Sanchi in Madhya Pradesh
became the first city to be developed under this initiative.
• International Solar Alliance:
The International Solar Alliance (ISA) is a treaty-based inter-governmental organization working to create a global market system
to tap the benefits of solar power and create clean energy applications. The aim of ISA is to pave the way for future solar generation,
storage and technologies for the member countries by mobilizing over USD 1,000 billion by 2030. The achievement of ISA’s
objective will help the member countries fulfil the NDC commitments.
• Greening of Islands:
The government plans to convert the electricity systems in the islands of Andaman and Nicobar and Lakshadweep to green
electricity, with RE sources meeting all energy demands. The Ministry grants a capital subsidy of 40% for projects under this plan.
• Off-Grid Solar PV Applications Programme Phase III:
The Off-grid and Decentralized Solar PV Application Program (Phase III), launched by MNRE on 7th August 2018, aims to provide
solar-based solutions in areas with limited or no grid access. As one of the oldest programs, it supports applications like solar home
lighting systems, streetlights, solar power plants, pumps, lanterns, and study lamps to improve energy access in remote and
underserved regions.
177The North-Eastern States' participation in Phase 3 of the Off-Grid Solar PV Applications Programme for Solar Street Lights, Solar
Study Lamps, and Solar Power Packs was extended. The Scheme has sanctioned 0.174 million solar street lights, 1.35 million solar
study lamps, and 4 MW solar power parks, all of which are now being implemented by state nodal agencies at various levels.
• Green Energy Corridor:
The Green Energy Corridor scheme was launched in 2015 for setting up of transmission and evacuation infrastructure to facilitate
evacuation of electricity from renewable energy projects. The Intra state transmission system (ISTS) projects has been sanctioned
to eight renewable energy states i.e. Tamil Nadu, Rajasthan, Karnataka, Andhra Pradesh, Maharashtra, Gujarat, Himachal Pradesh
and Madhya Pradesh for evacuation of over 20,000 MW of renewable energy.
As of December 2024, 9136 km of intra-state transmission lines have been constructed and 21413 MVA intra-state substations have
been charged under Phase-I of Intra State Transmission System (ISTS) and grant of Rs 2,827.25 crore has been disbursed to the
States.
• Round-the-Clock-Power (RTC) for RE projects:
The round-the-clock power mechanism is bundling of power has been bought by the government to overcome the issues of
intermittency and low-capacity utilization of transmission infrastructure. Here the RE power is bundled with other sources and/or
storage. Further, the Government is focusing towards promoting increased adoption of renewable energy and use of green hydrogen
as envisaged in the National Green Hydrogen Mission, the Ministry of New and Renewable Energy is working on the modalities for
promoting the use of green hydrogen in supporting round-the-clock electricity.
• Competitive Bidding Guidelines for Solar Projects:
The bidding guidelines have been issued for long-term procurement of power to promote competitive procurement from solar and
to protect consumer interests. The guidelines for tariff-based competitive bidding process for procurement of power from grid
connected solar PV power projects were issued vide resolution on 3rd August 2017.
• Approved List of Models and Manufacturers (ALMM):
The Ministry of New and Renewable Energy (MNRE) introduced a regulatory mechanism in 2019 to ensure that reliable, high-
quality, tested and certified solar photovoltaic (PV) modules are used in solar projects. It was introduced to address concerns over
poor-quality imports, promote domestic manufacturing under Make in India, and build a long-term reliable domestic market of
solar assets. This list includes approved models and manufacturers that meet specified technical and quality standards like BIS
certification, and the projects using modules from the ALMM are eligible for government schemes or incentives. This initiative
has improved reliability, boosted domestic manufacturing, enhanced transparency for developers, and supports India’s energy
security and self-reliance goals.
• PLI Scheme:
The government introduced the Production Linked Incentive (PLI) Scheme to promote local manufacturing in the country. Of the
13 sectors for which PLI has been approved, ‘High Efficiency Solar PV Modules’ has also been included with MNRE as the
designated ministry.
MNRE has appointed India Renewable Energy Development Agency Limited (IREDA) as the implementing agency for the PLI
Scheme ‘National Programme on High Efficiency Solar PV Modules’ Tranche-1. The financial outlay for PLI for ‘High Efficiency
Solar PV Modules’ Tranche-1 over a five-year period is Rs.45 billion. Under Tranche-1 of the PLI scheme, a total integrated capacity
of 8,737 MW was allocated.
The government has further allocated a total capacity of 39,600 MW of domestic Solar PV module manufacturing across 11
companies as beneficiaries are under the PLI Scheme for High Efficiency Solar PV Modules (Tranche-II), with a total outlay of Rs
178140 billion. Manufacturing capacity totalling 16,800 MW is expected to become operational by April 2025 and the balance of 15,400
MW capacity by April 2026.
The Tranche-II is expected to bring in an investment of Rs 930 billion. The PLI scheme is expected to add 48 GW of domestic Solar
Module manufacturing capacity in the next 3 years As per MNRE’s 2025 annual report, 48,337 MW fully/ partially integrated solar
PV manufacturing capacities have already been awarded. Apart from this, the government is projected to focus on fostering a
conducive environment to increase domestic production and improving the local supply chain.
• CVB/BCD:
Effective April 1, 2022, Basic Customs Duty (BCD) was introduced. In the 2025 budget, the Finance Minister reduced the BCD
on imported solar PV cells from 25% to 20%, and on solar PV modules from 40% to 20%. This move aims to accelerate solar PV
installations and support the achievement of renewable energy targets
179• National Infrastructure Pipeline:
Under NIP, the Government of India has envisaged Vision 2025 targets like 24*7 clean and low-cost power available to all
households, industry, commercial businesses, agriculture. The installed capacity is also targeted to increase to 619 GW from current
356 GW which consists of Thermal: 50%, Renewable: 39%, Hydro: 9%, Nuclear: 2%. The renewable energy share consumption is
also set to increase to 19% from current 9%.
Table 17: Installed Capacity and Capex target for FY25
Installed Capacity Target by Installed Capacity Achieved by Capex over (FY20-FY25) (Rs
Category Dec 25 (GW) Mar 25 (GW) Cr.)
Solar Power 149.7 106 4,72,000
Wind Power 97 50 4,19,300
Small Hydro Power 7 5 23,500
Bio Power 12 11 14,700
Total 266 172 9,29,500
Source: NIP, CareEdge Research
Price Competitiveness of Solar Tariffs with Other Fuel Tariffs:
The solar tariffs in India are now competitive and have achieved grid parity due to technological improvements, economy of scale
and reduction in solar cells/module prices. There has been a steep decrease in solar tariffs in India from Rs 3.3 kWh in FY17 to Rs
2.5 in FY25.
Chart 33: Trend in Solar tariff (Rs /kWh)
3.3
2.9
2.7
h
W 2.6
k 2.5
r e 2.4 2.4 2.4
p
s
R
n
I 2.0
FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Source: MNRE Annual Report, CareEdge Research
Note: *Tariffs represent average of projects bid during the resp. periods.
The bid tariff rates during FY25 were around Rs 2.5 per unit. While in FY24, the bid tariff rates were around Rs 2.6 per unit, which
is 3.85% lower, primarily due to falling global and domestic module prices, expansion in domestic manufacturing, and
improved access to low-cost financing. Additionally, technological advancements like bifacial modules and large-scale
auctions with credible off-takers enabled developers to bid more competitively.
180Cost Comparison of Solar Energy with Other Sources of Electricity
Amongst the renewable energy sources, solar is the least expensive technology on per MW basis. This is followed by wind and
hydro power projects. In comparison with the coal based thermal power plants, capital cost for most of the renewable power plants
is lower.
Further, the construction timeline of solar capacities is significantly lower as compared to coal-based plants and other renewables,
thereby resulting in relatively earlier project completion and commencement of cashflows as well as returns.
Table 18: Cost Comparison of Solar with other energy sources
Resource Capex (Rs./MW) O&M Fixed Cost Construction Time (Years)
Solar 4.5 Cr 1% of Capex 0.5
Coal 8.34 Cr Rs 19.54 lakh per MW 4
Hydro 6-20 Cr 2.5% of Capex 5 to 8
Wind (Onshore) 6-8 Cr 1% of Capex 1.5
Wind (Offshore) 13.7 Cr 1% of Capex 1.5
Biomass 9 Cr 2% of Capex 3
Note: All Capex figures are on actual basis at the cost level of 2021-22.
The capex of hydro is considered as per the project cost details furnished by the respective developers for state and private sector plants
Source: National Electricity Plan (NEP) March 2023, CareEdge Research
Importance of Payment Security Mechanism
One of the most significant risks for power producers is the counterparty risk associated with distribution companies' (DISCOMs)
failure to make payments on time. Long-term tie-ups with distribution companies account for nearly 88% of power offtake from
power producers in India.
Power producers and DISCOMs enter into power purchase agreements (PPAs) for the selling of electricity on essential contractual
parameters such as tenure, rate, billing, and payment security. However, DISCOMs in India have been impacted by losses in the
transmission and distribution systems, poor collection efficiencies, tariff controls, and other factors due to which they are unable to
make payments to power producers on time.
Such payment delays have significant cash flow implications for generators, adversely affecting their financial stability and liquidity
position. Moreover, the heightened risk of delayed receivables increases the cost of capital for power producers, as lenders factor in
the potential risk while pricing loans. To mitigate these challenges, the government has introduced multiple layers of payment
security within renewable energy PPAs. These include instruments such as letters of credit, default escrow mechanisms, payment
security funds, tripartite agreements, and state government guarantees—designed to reduce both the perceived and actual risk for
investors and improve financial predictability within the sector.
The following is a brief description of each:
• Letter of Credit - A letter of credit (LC) is a standard instrument given by banks (usually in exchange for a fee paid by DISCOMs)
that guarantees payments to the recipient up to the letter's full value (typically 1.1 times the average monthly energy bill raised by
SPD to DISCOM). If the DISCOM fails to make a payment, LC can be used.
• Default Escrow Agreement - Escrow is a legal arrangement in which a third party (usually a bank) holds a financial instrument
or asset (in this example, DISCOM's cash flows) on behalf of two other parties. The power producer and DISCOM signed a default
escrow agreement for an amount that typically matches the LC.
181• Payment Security Fund - A payment security fund is a capital reserve that provides interest-free capital to its beneficiaries in the
event of a DISCOM's payment default. This amount is generally equivalent to three months' worth of energy sale payments to the
DISCOM
• Tripartite Agreement - In February 2017, the Solar Energy Corporation of India (SECI) was identified as a beneficiary of a
tripartite arrangement between the Government of India, state governments, and the Reserve Bank of India. In accordance with this
arrangement, in the event of default by state-owned DISCOMs, the central government (through the Reserve Bank of India) can
withhold payment to state governments and divert them to central power sector utilities. SECI’s strong credit profile, coupled with
the tripartite agreement, enhances payment security against DISCOM defaults.
The solar sector overall has benefited from the higher share of central PPAs and the tripartite agreements for payment security.
• State Government Guarantee- As an alternative to a tripartite agreement, the state government may provide a financial guarantee
when PPAs are negotiated directly between power producers and state DISCOMs.
1825 Outlook for Solar Capacity Additions
Potential of Solar Power
India has a solar potential of 749 GW with installed capacity of 116 GW as of June’25. The installed capacity is only around 15.49%
of that of the potential indicating a significant untapped potential.
Chart 34: State-Wise Estimated Solar Power Potential (GW) February’24
Source: PIB, MNRE, NSEFI, CareEdge Research
183Chart 35: State wise installed capacity of Solar as on July’25
3 GW, Uttar 9 GW, Others, 8%
Pradesh, 3%
5 GW, Telangana,
32 GW, Rajasthan,
4%
28%
5 GW, Andhra
Pradesh, 5%
5 GW, Madhya
Pradesh , 5%
10 GW, Karnataka,
9%
22 GW, Gujarat,
11 GW, Tamil Nadu,
19%
9%
12 GW,
Maharashtra, 10%
Source: MNRE, CareEdge Research; Note: This is excluding Off-grid solar
Rajasthan, Gujarat, and Maharashtra together account for over 50% of the total installed capacity, holding the largest share among
all states followed by Tamil Nadu and Karnataka at 9%.
Gujarat ranks second largest state in terms of solar power capacity installations. Gujarat has an estimated solar potential of 35,770
MW, placing it among the top ten states in India for solar resources. The state leads in rooftop solar installation under the PM Surya
Ghar Muft Bijli scheme at 5.8 GW, part of this strong growth is a result of favourable policy and structural conditions. The state
revised its solar power policy in 2021 for next five years, lowering security deposits requirement from earlier Rs. 25 lakhs/MW to
Rs. 5 lakhs/ MW also removed the capacity ceiling from previous 500 kW or 1 MW providing freedom to consumer and investors
to setup projects depending on their assessments and allows group ownership/self-consumption models. The availability of large
tracts of land in districts like Kutch, Banaskantha, and Patan, along with streamlined approvals, good grid connectivity plans
(including Green Energy Corridors), and strong incentives for the developers make the state particularly attractive for solar
investment.
5.1.1 Assessment of Solar Power Parks as a Business Opportunity in India
Solar Parks are large parts of land developed with all the necessary infrastructure and clearances for setting up solar projects.
Generally, the capacity of solar parks is 500 MW and above. However, due to a shortage of non-agricultural land, smaller parks that
are up to 20 MW are also considered in states and union territories. Around 4 to 5 acres of land is required for setting up solar parks.
Schemes for Development of Solar Parks
In December 2014, the Government of India introduced the Scheme for the Development of Solar Parks and Ultra-Mega Solar
Power Projects, initially aiming for a capacity of 20,000 MW. This target was later raised to 40,000 MW in March 2017, with the
goal of establishing at least 50 solar parks. The scheme is set to continue until 31 March 2026. The Solar Energy Corporation of
India (SECI) and the Indian Renewable Energy Development Agency (IREDA) are tasked with implementing the scheme and
managing its funds on behalf of the government.
Under the schemes, central financial assistance (CFA) of up to Rs 25 lakhs per solar park is provided for preparation of detailed
project report (DPR). Along with this, CFA of Rs 20 lakh per MW or 30% of the project cost, whichever is lower, is also provided
on achieving the milestones prescribed in the scheme. The total grant approved under the scheme is Rs 8,100 crores.
184Approved and Established Solar Parks
The government under its Development of Solar Parks and Ultra Mega Solar Power Projects scheme has targeted a cumulative
installation of 40 GW of large-scale, grid-connected solar power plants by March 2026. Under this initiative, 53 solar parks with an
aggregate capacity of 39,323 MW have been approved across 13 states.
As of PIB August 2025, 18 solar parks, with a capacity of 10,856 MW, are fully developed, with 10,756 MW of operational solar
projects. Additionally, around 3,140 MW of solar capacity is operational within 8 parks. Together, approximately 13,896 MW of
solar projects are already operational across 26 solar parks, while the remaining projects are under various stages of development.
Out of the total approved capacity, 21,289 MW has been awarded, which includes 11,416 MW that has already been commissioned
and 9,873 MW currently under construction. In FY25, a total Central Financial Assistance of around Rs 163.6 Crore has been
released to various Park Developers/CTU/STU under the scheme.
State-wise list of the solar parks sanctioned under the scheme along with details of installed capacity and location.
Table 19: List of Approved Solar Parks (February ’25)
Capacity Projects
Sr.
State Name of Park and Location sanctioned installed
No.
MW MW
1 Ananthapuramu-I Solar Park, Ananthapuramu & Kadapa districts 1,400 1,400
2 Kurnool Solar Park, Kurnool district 1,000 1,000
3 Andhra Pradesh Kadapa Solar Park, Kadapa district 1,000 387
4 Ananthapuramu-II Solar Park, Ananthapuramu district 500 400
5 Ramagiri Solar Park, Ananthapuramu district 300 -
6 Chhattisgarh Rajnandgaon Solar Park, Rajnandgaon district 100 100
7 Radhnesada Solar Park, Banaskantha district 700 700
8 Dholera Solar Park, Ahmedabad district 1,000 300
9 NTPC RE Park, Kutch district 4,750 -
10 Gujarat GSECL RE Park, Kutch district 3,325 -
11 GIPCL RE Park Ph-I, Kutch district 600 -
12 GIPCL RE Park Ph-II, Kutch district 1,200 -
13 GIPCL RE Park Ph-III, Kutch district 575 -
14 Himachal Pradesh Pekhubela Solar Park, Una district 53 -
15 SECI Floating Solar Park, Getalsud dam, Ranchi district 100 -
16 Jharkhand DVC Floating Solar Park Ph-II, Maithon dam, Dhanbad 234 -
DVC Floating Solar Park Ph-I, Tilaiya Dam (Jharkhand) & Panchet Dam (in
17 755 -
Jharkhand & partly in West Bengal)
18 Pavagada Solar Park, Tumkur district 2,000 2,000
Karnataka
19 Bidar Solar Park, Bidar district 500 -
20 Kasargod Solar Park, Kasaragod district 105 105
21 Kerala Floating Solar Park, Kollam district 50 -
22 Kasargod Solar Park Ph-II, Kasaragod district 100 -
23 Rewa Solar Park, Rewa district 750 750
24 Madhya Pradesh Mandsaur Solar Park, Mandsaur district 250 250
25 Neemuch Solar Park, Neemuch district 500 330
185Capacity Projects
Sr.
State Name of Park and Location sanctioned installed
No.
MW MW
26 Agar Solar Park, Agar district 550 550
27 Shajapur Solar Park, Shajapur district 450 155
28 Omkareswar Floating Solar Park, Khandwa 600 278
29 Barethi Solar Park, Chhatarpur district 630 -
30 Morena Solar Park, Morena district 600 -
31 Sai Guru Solar Park, Dhule district 500 -
32 Dondaicha Solar Park, Dhule district 250 -
Maharashtra
33 Patoda Solar Park, Beed district 250 -
34 Erai Floating Solar Park, Chandrapur district 105 -
35 Mizoram Vankal Solar Park, Champai district 20 20
36 Odisha Solar Park by NHPC, Ganjam district 40 -
37 Bhadla-II Solar Park, Jodhpur district 680 680
38 Bhadla-III Solar Park, Jodhpur district 1,000 1,000
39 Bhadla-IV Solar Park, Jodhpur district 500 500
40 Phalodi-Pokaran Solar Park, Jodhpur & Jaisalmer district 750 450
41 Fatehgarh Phase-1B Solar Park, Jaisalmer district 421 421
Rajasthan
42 Nokh Solar Park, Jaisalmer district 925 190
43 Pugal Solar Park Ph-I, Bikaner district 1,000 -
44 Pugal Solar Park Ph-II, Bikaner district 1,000 -
45 RVUN Solar Park, Bikaner district 2,000 -
46 Bodana Solar Park, Jaisalmer district 2,000 -
47 Solar Park in UP (Jalaun, Allahabad, Mirzapur & Kanpur Dehat districts) 365 365
48 Jalaun Solar Park, Jalaun district 1,200 -
49 Mirzapur Solar Park, Mirzapur district 100 -
50 Kalpi Solar Park, Jalaun district 65 65
51 Uttar Pradesh Lalitpur Solar Park, Lalitpur district 600 -
52 Jhansi Solar Park, Jhansi district 600 -
53 Chitrakoot Solar Park, Chitrakoot district 800 -
54 Kanpur Dehat Park, Kanpur Dehat district 75 -
55 Kanpur Nagar Park, Kanpur Nagar district 35 -
Total 39,958 12,396
Source: PIB April’25, CareEdge Research
In FY25, the state-wise power generation in solar parks in (up to 28.02.2025) is given below
Table 20: State-wise power generation in solar parks
Sr. No State Power generation (in Million Units)
1 Andhra Pradesh 5,500.2
1862 Chhattisgarh 194.3
3 Gujarat 1,898.9
4 Karnataka 3,940.9
5 Kerala 144.2
6 Madhya Pradesh 3,165.3
7 Mizoram 24.5
8 Rajasthan 6,718.4
9 Uttar Pradesh 712.6
Total 22,299.2
Source: PIB April’25, CareEdge Research
Model of Solar Park Operations
The solar parks are implemented through the following procedure-
Construction of
Pooling Substation,
Date of issue of Land development
administrative and other Common Final comissioning
approval facilities as per DPR on completion
Land Acquisition Construction of
(not less than 50% transmission line
acquired) and Grid
Connectivity
Solar Parks are developed in collaboration with the state governments and their agencies, Central Public Sector Undertakings
(CPSUs) and private entrepreneurs. The implementing agency is termed as Solar Power Park Developer (SPPD) and is selected in
from any of the eight modes as per the scheme. The various modes for selection of SPPD and eligibility of CFA under the modes
are given below:
Table 21: Different Modes under which solar power parks are developed
Mode Brief Description CFA Pattern
Mode-1 The State designated nodal agency or a State Government Public Sector Rs 12 lakh/MW or 30% of the project cost,
Undertaking (PSU) or a Special Purpose Vehicle (SPV) of the State whichever is lower, to SPPD for development
Government. of internal infrastructure,
Mode-2 A Joint Venture Company of State designated nodal, agency and Solar And
Energy Corporation of India Ltd (SECI). Rs 8 lakh/MW or 30%of the project cost,
Mode-3 The State designates SECI as the nodal agency whichever is lower, to the CTU/STU for
creation of external transmission infrastructure
Mode-4 (i) Private entrepreneurs with/without equity participation
from the State Government
(ii) Selection of private entrepreneurs based on open
transparent bidding process.
187Mode Brief Description CFA Pattern
Mode-5 Central Public Sector Undertakings (CPSUs) like SECI, NTPC etc.
Mode-6 Private entrepreneurs without any Central Financial Assistance from No CFA
MNRE
Mode-7 SECI will act as the Solar Power Park Developer (SPPD) for Rs 20 lakh/MW or 30% of the project cost,
Renewable Energy Parks whichever is lower or external transmission
infrastructure only
Mode-8 CPSU/ state PSU/ Government organisation/ their subsidiaries or the Rs 20 lakh/MW or 30% of the project cost,
JV of above entities can act as SPPD. whichever is lower, for internal infrastructure
Source: MNRE Annual Report 2022-23, CareEdge Research
The bidding usually takes place through reverse bidding auction process under the operation model. As per MNRE, the state in
which the solar park is developed must buy at least 20% of the power produced in the park through its Discoms.
Outlook
India’s Solar Parks and Ultra-Mega Solar Power Projects scheme is playing a pivotal role in accelerating large-scale solar
deployment by easing critical bottlenecks such as land acquisition, regulatory clearances, and infrastructure access. Designed to
offer plug-and-play facilities, the scheme reduces project execution timelines and enhances investor confidence. So far, nearly a
quarter of the targeted capacity has been commissioned, with another 10% in the pipeline. With an ambitious goal of achieving
40,000 MW of installed solar capacity by FY26, the scheme is opening up significant growth avenues for developers, EPC
contractors, and allied players in the solar ecosystem.
Outlook of Policies, States, and Key Factors to drive capacity additions
5.2.1 Key central and State-Level Incentives to Developers, DISCOMs and Domestic Module Manufacturers
The Government of India is committed to achieving its targets under COP26 and 50% share of non-fossil fuel based installed power
generation capacity by 2030. Along with the increased tendering, the government has rolled out multiple initiatives to boost
installation of solar power in the country like Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan Yojana (PM-
KUSUM), Rooftop Phase-II, waiver of ISTS charges, setting up ultra-mega RE parks, grid connected rooftop solar scheme, etc.
These schemes have been discussed in detail in Sections 4.3 and 5.2 of the report.
There are two schemes under Solar Generation Based Incentives (GBI) - the Solar Demonstration GBI scheme and the Rooftop PV
and Small Solar Power Generation Programme (the “RPSSGP”) Scheme. The Solar Demonstration GBI Scheme was introduced in
2008 with the objective to develop and demonstrate the technical performance of grid interactive solar power generation and to
achieve reduction in the cost of solar systems and the cost of solar generation in the country. The RPSSGP Scheme was introduced
in 2010 with the objective to increase the capacity addition of Rooftop PV and small solar power plants with voltage levels up to
33kV.
To encourage domestic manufacturing of solar modules and to reduce import dependence, PLI scheme for Solar PV manufacturing,
imposition of Basic Customs Duty of 25% on solar cells and 40% on solar modules was introduced.
Further, to address the challenge related to delays in payment by DISCOMs, the government has launched the RDSS Scheme for
improving the financial sustainability and operational efficiency of the distribution sector. To ensure timely payment to the RE
generators, the government has issued orders that power shall be dispatched against letter of credit (LC) or advance payment.
Considering the target to achieve 500 GW of non-fossil fuel based installed power capacity by FY30, the favourable policies and
support from the government towards the renewable energy sector is expected to continue.
5.2.2 Availability of Finance and Evolution of Funding Mechanism
While loans from financial institutions (banks, non-banking financial companies, etc.) remain the main source of financing
renewable energy projects in India, some new funding mechanisms have evolved as detailed below:
188Instrument Description
Green Bonds Debt instruments designed to raise capital for projects that are environmentally sustainable and support climate
Green Bonds initiatives. In January and February 2023, India issued green bonds worth Rs.80 billion, with proceeds allocated to renewable
energy, energy efficiency, waste management, and more.
Rupee-denominated bonds that are issued outside of India. Corporations such as NTPC have launched green masala bonds
Masala Bonds
specifically for renewable energy projects, although this market is still largely untapped.
Infrastructure InvITs Investment vehicles focused on income-generating infrastructure, such as power plants. Developers have
Infrastructure
the option to bundle their projects into InvITs, allowing them to monetize their assets and secure funding for future
InvITs
developments.
1895.2.3 Progress on T&D infrastructure
India has a target of 500 GW of non-fossil fuel capacity by 2030 and hence significant investments have commenced towards
increasing and upgrading the transmission infrastructure. Transmission system has been planned for following RE capacity to be
commission by 2030:
Table 22: Transmission System planned for Renewable Energy
Sr. Category Capacity (MW) As on March’24
No.
1. RE capacity already commissioned (As on 31.12.2024) 1,65,943 2,20,096
2. 66.5 GW RE capacity to be integrated to Inter State Transmission 57,639 ~40,000
System (ISTS) network (18.86111 GW already commissioned)
3. Additional RE capacity totalling to 236.58 GW to be integrated to ISTS 2,36,580 Not available
network
4. Margin already available in ISTS sub-station which can be used for 33,658 Not available
integration of RE capacity
5. Balance RE capacity to be integrated into an intra-state system under 7,000 Not available
Green Energy Corridor-I Scheme
6. RE capacity to be integrated to intra-state system under Green Energy 19,431 Not available
Corridor -II Scheme
7. Additional Hydro Capacity likely by 2030 16,673 Not available
Total (RE) 5,36,924
Source: Central Electricity Authority Report- Transmission System Integration of over 500GW RE Capacity by 2030, CareEdge Research
For integration of additional wind and solar capacity by 2030, the estimated length of transmission line and sub-station capacity
planned is around 50,890 ckm and 4,33,575 MVA, respectively. The investment required for the green transmission is estimated to
be around Rs 2,440 billion as per the Ministry of Power. Out of this, Rs 281 billion will be required for integration of offshore wind
capacities while Rs 2,160 billion will be required for new solar and wind (onshore) plants.
Table 23: Tentative cost of additional transmission system
RE Requirement of Tentative cost of Average cost of
BESS
Capacity Transmission transmission system Transmission system
(GW)
(GW) system (GW) (Rs billion) (Rs Million/MW)
On-shore RE Capacity (Solar & Wind) 268.68 51.5 217.18 2,161 9.95
Offshore RE capacity (Wind) 10 0 10 281 28.1
Total RE capacity 278.68 51.5 227.18 2,442 10.75
The tentative cost includes the cost of ISTS transmission schemes for (i) 66.5 GW RE capacity (excluding commissioned transmission schemes
and associated RE capacity) (ii) 55.08 GW RE capacity and (iii) 181.5 GW RE capacity
Source: Central Electricity Authority Report- Transmission System Integration of over 500GW RE Capacity by 2030, CareEdge Research
On the distribution front, there are various initiatives taken by government for providing 24X7 power supply to all households like
the Integrated Power Development Scheme (IPDS) for development of urban distribution sector, Deen Dayal Upadhyaya Gram Jyoti
Yojana (DDUGJY) for covering all aspects of rural power distribution, Pradhan Mantri Sahaj Bujli Har Ghar Yojana (Saubhagya)
for universal household electrification covering every village and district, Ujwal DISCOM Assurance Yojana (UDAY) for financial
turnaround of the DISCOMs and Revamped Distribution Sector Scheme (RDSS) to improve operational efficiency and financial
sustainability of DISCOMs.
1905.2.4 Outlook on Levelized Tariff for Solar PV Projects in India
The solar tariffs in India are now competitive and have achieved grid parity due to technological improvements, economies of scale
and reduction in solar cells/module prices. There has been a steep decrease in solar tariffs in India from Rs 3.3 kWh in FY17 to Rs
2.5 in FY25.
Chart 36: Trend in Solar tariff
3.3
2.9
2.7
h
W 2.6
k 2.5
r e 2.4 2.4 2.4
p
s
R
n
I 2.0
FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Source: MNRE Annual Report, CareEdge Research
The bid tariff rates during FY25 were around Rs 2.5 per unit. While in FY24, the bid tariff rates were around Rs 2.6 per unit, which
is 3.85% lower, primarily due to falling global and domestic module prices, expansion in domestic manufacturing, and
improved access to low-cost financing. Additionally, technological advancements like bifacial modules and large-scale
auctions with credible off-takers enabled developers to bid more competitively.
1915.2.5 Potential long-term drivers and constraints of solar sector in India
•Declining prices of modules and other system components
•Fiscal and regulatory incentives
•Renewable Purchase Obligation
•Infrastructure support from government
•Traction in C&I segment
•Green-Term Ahead Market
Growth Drivers
•Low cost, construction and operation risk
•Waiver of ISTS Charges
•Fewer environmental concerns unlike thermal power
•Advancement of module technology
•Implementation of new technologies
•PLI scheme for domestic module manufacturers
•Counterparty risk in payment and signing of PPAs
• High dependency on imports
Constraints •Increase in capital costs due to material costs
•Grid Integration
•Unavailability round-the-clock
Growth Drivers:
• Declining Prices of Modules and Other System Components
Solar module costs have declined sharply over the past decade. Further, the balance of system cost has also decreased due to
advancement of technology, better designs leading to low material consumption, product standardization, economies of scale etc.
The decline in cost has led to lower funding requirements and enhanced overall project economics for solar power projects.
Module prices experienced an upward trend in second half of 2021 due to shortage of raw materials in China such as silicon and
solar glass coupled with production cuts due to power crisis. However, prices declined in 2023 as raw material production increased
and inventory levels in China rose.
Chart 37: Trend in Solar Module Prices
0.28
0.25
k
a
e
p
t
ta
w
r
0.12 0.11 0.10
e
p
D
S
U
n
I
CY21 CY22 CY23 CY24 Mar'25
Source: CareEdge research
• Fiscal and Regulatory Incentives
192India's present electricity generation is highly reliant on non-renewable natural resources like coal. Subsidy schemes and regulatory
policies by the government are motivating power production companies to invest in the renewable energy sector. Several government
initiatives, including the Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan Yojana (PM-KUSUM), Rooftop Phase-
II, Atmanirbhar Bharat - PLI scheme for Solar PV manufacturing, levying a Basic Customs Duty of 25% on solar cells and 40% on
solar modules, 100% FDI, exemption from ISTS charges, ultra-mega renewable energy parks, and the grid-connected rooftop solar
scheme, are intended to fuel growth in the sector. To ensure timely payment to the RE generators, the government has issued orders
that power shall be dispatched against letter of credit (LC) or advance payment.
• Renewable Purchase Obligation (RPO)
The Ministry of Power has also provided RPO targets up to FY30, and obligated entities have to buy a certain percentage of their
electricity from renewable sources. Alternatively, they can purchase Renewable Energy Certificates (REC) from the market. The
target is to meet an RPO of 43.33% by FY30.
Chart 38: RPO Trajectory from FY23 to FY30
100%
90%
80%
70%
60%
50%
40%
30%
20%
10%
0%
FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30
Distributed RPO 0.0% 0.0% 1.5% 2.1% 2.7% 3.3% 3.9% 4.5%
HPO 0.4% 0.7% 0.4% 1.2% 1.3% 1.4% 1.4% 1.3%
Wind RPO 0.8% 1.6% 0.7% 1.5% 2.0% 2.5% 3.0% 3.5%
Other RPO 23.5% 24.8% 27.4% 28.2% 29.9% 31.6% 33.1% 34.0%
Total RPO 24.6% 27.1% 29.9% 33.0% 36.0% 38.8% 41.4% 43.3%
Total RPO Other RPO Wind RPO HPO Distributed RPO
Source: Renewable Purchase Obligation and Energy Storage Obligation Trajectory Report dated 22nd July, 2023
Renewable Purchase Obligation and Energy Storage Obligation Trajectory Report dated 20th October, 2023,
Ministry of Power, CareEdge Research
Note: Distributed RPO is not available for FY23 and FY24
• Wind RPO shall be met only through energy generated from wind power projects commissioned after 31st March 2024.
• Hydro purchase obligation (HPO) shall be met only by energy generated from hydro-power projects, Pumped Storage
Plants (PSPs) and Small Hydro Projects commissioned after 31st March 2024.
• Distributed renewable energy target shall be met from capacities of less than 10 MW, including various solar installation
configurations such as net metering, gross metering, virtual net metering etc.
• Other RPO targets shall be met by energy produced from any RE power projects not included above including all wind and
hydropower projects commissioned before 1st April 2024.
• Infrastructure Support from Government
MNRE is implementing the scheme for the development of solar parks and ultra-mega solar power projects, under which, the
infrastructure such as land, roads, transmission system (internal and external), pooling stations, etc., is developed with all statutory
clearances/approvals. Thus, the solar project developers have plug-and-play benefits.
193Further, under Mode 8 of the Solar Park Scheme, a facilitation charge of Rs 0.05/unit of power being generated from the projects
in the parks is provided to the States to encourage the State Governments to provide necessary assistance to the Solar Power Park
Developers (SPPDs) in identification and acquisition of land, to facilitate in obtaining all required statutory clearances, etc.
• Traction in C&I segment
The C&I segment is increasingly looking at procuring solar power for their operations either through rooftop solar projects or
through open access. This preference is being driven by the following factors:
a) Commitment of corporates to decarbonizing their operations and supply chains, driven by environmental, social, and
governance (ESG) considerations
b) Improvement in economic viability given the decline in project costs
Considering that the C&I segment consumes more than half of the power consumed in the country, the growing preference of this
segment towards renewable energy will drive solar capacity additions.
• Green-Term Ahead Market (GTAM)
GTAM platform was launched in September 2020 to enable bulk electricity buyers (DISCOMs and corporates with more than
1MW contracted load) to procure renewable energy on a short-term basis from sellers (merchant RE producers, DISCOMs having
excess RE beyond RPO etc.). This platform is targeted at encouraging RE-rich states to develop RE beyond their RPO. Further, it
would also encourage more merchant power capacities.
• Low Cost, Construction, and Operation Risk
Amongst the renewable power sources, solar is the least expensive technology, as per MW basis. Further, the construction timeline
of solar capacities is also lower compared to most other power generation technologies. Considering the shorter construction
timelines, the construction risk for solar power is lower.
Table 24: Cost Parameters for Thermal and Renewable Power
Resource Capex* O&M Fixed Cost (Rs Construction Time Life (Years)
(Rs Million MW) MW) (Years)
Coal 83.4 1.954 million 4 25
Renewable
Hydro 60-200 2.5% of Capex 5-8 40
Solar 45- 41 1% of Capex 0.5 25
Wind (Onshore) 60^ 1% of Capex 1.5 25
Wind (Offshore) 137 1% of Capex 1.5 25
Bioenergy 90 2% of Capex 3 20
Source: National Electricity Plan Vol-1 (March 2023), CareEdge Research
*Capex figures are considered on actual basis at cost level of 2021-22
^ Excludes soft cost, interest during construction, contingencies etc.
Further, operational risk associated with solar power projects like unpredictable solar radiation levels, technological challenges etc.
remain. significant.
• Waiver of ISTS Charges
Ministry of Power has issued order for an extension to the inter-state transmission system (ISTS) charges waiver on solar and wind
energy projects commissioned up to 30 June 2025. The apex body has requested for extension of the ISTS waiver based on the
percentage of project completion however, the ministry is still in discussions regarding same.
194Waiver of ISTS charges have been extended up to 30th June 2028; to boost hydro pumped storage plant and battery energy storage
system, this 100% waiver is applicable to co-located BESS projects commissioned by June 2028.
As per the notification issued by Ministry of Power, a complete waiver of ISTS charges has been given for off-shore wind power
projects commissioned on or before 31st December 2032 for a period of 25 years from the date of commissioning of the Project.
• Fewer Environmental Concerns unlike Thermal Power
There are no significant emissions during the generation of solar power. Therefore, there are fewer environmental concerns with
solar power generation, unlike thermal power.
• Advancement of Module Technology
The performance of solar power plants is defined by the Capacity Utilization Factor (CUF), which is the ratio of the actual electricity
output from the plant to the maximum possible output during the year. Improved module technology has led to more projects meeting
PLF targets. Innovations like wind-solar hybrids, floating PVs, and storage systems are further boosting CUF and grid integration.
Chart 39: Typical month wise CUF variation of Solar
25
23 23
22
21
20
20
20 19 19 19
18 18
16
15
%
F
U
C
10
5
0
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Source: National Electricity Plan Vol 1 (March 2023), CareEdge Research
• Implementation of New Technologies
India has been experimenting with new techniques to place solar power in agricultural lands, canals, and other bodies of water.
These new and novel technologies, such as agrivoltaics, canal top PV, and floating PV, are still in their early stages of development
and have higher installation prices, however, they present significant opportunities for future growth.
• PLI scheme for Domestic Module Manufacturers
In November 2020, the government approved the PLI scheme for High Efficiency Solar PV Modules (Tranche-I) with a proposed
outlay of Rs 4,500 crore. The allocation under this scheme was fully utilized. Subsequently, the government approved Tranche – II
of PLI scheme in September 2022 with an outlay of Rs 19,500 crore. Under this scheme, PLI will be disbursed for 5 years post
commissioning of solar PV manufacturing plants on sales of high efficiency solar PV modules from the domestic market. The
scheme envisages 65,000 MW per annum manufacturing capacity of fully and partially integrated solar PV modules at an investment
of Rs 94,000 crore and import substitution of Rs 1.37 trillion.
The PLI scheme will lead to significant increase in the domestic module manufacturing capacity thereby reducing import dependence
which will allow the solar power producers to have more control over their costs and also reduce risks related to supply chain and
currency fluctuations.
195Under the PLI Scheme for High Efficiency Solar PV Modules, Letters of Award have been granted to establish 48,337 MW of fully
or partially integrated solar PV module manufacturing units. As on December’24, India’s solar PV module manufacturing capacity
stands at approximately 63 GW, as per the Approved List of Models & Manufacturers (ALMM).
Constraints:
• Counterparty Risk in Payment and Signing of PPAs
The weak financial health of DISCOMs remains the biggest challenge for the Indian power sector. As the ultimate customers for
solar power producers, their financial situation continues to be dire in most cases, and hence, there have been consistent delays in
payments.
The DISCOMs have faced several issues in the past including increasing debt levels, poor collection efficiency, high Aggregate
Technical & Commercial (AT&C) losses, and a high ACS-ARR gap, the government has taken multiple initiatives over the past
few years to improve the sector. While the AT&C Losses have been reduced from 27% in FY15 to 15.41% in 2023. However, the
ACS-ARR gap increased from Rs0.15 per unit to Rs 0.45 per unit in last one year.
DISCOMs have begun clearing the overdue amounts to generation companies the government’s imposition of a late payment
surcharge. The government also expects that the DISCOMs will be able to clear all their outstanding dues by 2026. The total
outstanding dues of States, which were at Rs 1,399.47 Billion as of July, 2022 has reduces to Rs 246.8 Billion as of January, 2024
after timely payment of 29 monthly instalment as mandated by the new rule.
The Union Budget 2023-24 permitted the states to have a fiscal deficit of 3.5% of Gross State Domestic Product (GSDP) out of
which 0.5% will be on account of power sector reforms. Such fiscal reforms will help the state undertake power distribution reforms,
which will lead to the upgradation of the DISCOMs.
• High Dependency on Imports
Important components such as solar cells, modules, and inverters are largely imported by India's solar sector. The government has
taken several efforts to boost indigenous industry, including raising import duties. The government has issued the scheme guidelines
for implementation of the Production Linked Incentive Scheme on National Programme on High Efficiency Solar PV Modules.
Indian solar power producers are still dependent on imports of solar modules mainly from China which accounts for about 80% of
the total imports, followed by Hong Kong and Malaysia, assessed based on to the value of imports.
Chart 40: Import and Export of Solar Cells and Modules
514.7
485.6
n
o 321.7
illiB
.s
R
n 180.9
I 141.6 152.8 167.5
97.3
84.4
16.0 9.0 9.6
FY20 FY21 FY22 FY23 FY24 FY25
Exports Imports
Source: Ministry of Commerce and Industry, CareEdge Research
196• Subdued domestic demand:
The government’s decision to delay the implementation of the Approved List of Models and Manufacturers (ALMM) to April 2024
led to reduced demand for domestic modules in India. This compelled manufacturers to seek opportunities in international solar
markets.
• Increase in Capital Costs Due to Material Costs
The solar power generation is capital intensive as a lot of equipment used in solar power are imported. The high module prices
coupled with other problems such as land issues are factors impacting the growth of the solar power industry.
Continued shortage of polysilicon, increased commodity prices and rupee depreciation have led to an increase in the module prices
in Q4FY23. However, it is expected that in FY24 the downward trajectory in solar modules prices will return with increase in supply
of polysilicon and reduction in input costs.
The ALMM mandate, introduced in 2021 to promote domestic solar manufacturing and reduce reliance on Chinese imports,
disrupted project timelines due to limited local module availability. With demand outpacing supply, many developers deferred
projects. To address this, the mandate was temporarily suspended for a year, enabling faster project execution and lowering costs.
This pause supports capacity expansion while the government continues efforts to strengthen domestic manufacturing and the solar
supply chain.
• Grid Integration
While the government has planned grid integration in line with renewable capacity additions, any delays in grid integration due to
land acquisition, project execution delays, etc. For the additional solar capacity will impact the offtake of the projects.
• Not Availability Round the Clock
Solar energy is intermittent in nature and is available only for certain hours during the day. Intensity of solar energy is also seasonal.
Therefore, the power generated from solar energy is not available round the clock due to the seasonal nature and variations.
Solar and Wind Park development in India
India is moving quickly toward a cleaner and more sustainable future, with its renewable energy sector growing at a fast pace. In
2025, the country made considerable progress in solar and wind energy, improved policies, and built better infrastructure. India aims
to reach 500 GW of non-fossil fuel energy capacity by 2030. As of June 30, 2025, the country’s total non-fossil fuel energy capacity
stands at 242.78 GW.
In 2025, India added 23.83 GW of solar power and 4.15 GW of wind power. Solar power installations more than doubled, while
wind power increased by 27% as compared to 2024. This growth was driven by government support, better policies, and more
investment in local solar and wind manufacturing. Solar energy was the biggest contributor to renewable energy, making up 49.7%
of the total renewable capacity. Rajasthan, Gujarat, and Tamil Nadu were the top states for solar installations, contributing 55% of
total large-scale solar capacity.
The rooftop solar sector also grew 12% with 5.15 GW of new capacity additions as compared to previous year at 4.95 GW in 2024.
This growth is attributed to the launch of the PM Surya Ghar: Muft Bijli Yojana in 2024, which helped install 7 lakh rooftop solar
systems in just ten months. The off-grid solar sector also grew rapidly, with a total capacity of 5.04 GW as of June, 2025. This
helped provide electricity to rural areas and improve energy access.
India’s wind power sector added 4.15 GW of new capacity in 2025. Top states leading the way are Gujarat, Karnataka, and Tamil
Nadu, contributing around 98% of the total wind power installations. These states continue to play a significant role in India’s wind
energy development.
197IPP Business including Solar and FDRE projects
IPP in solar stand for an Independent Power Producer, that a private developer or operator builds, owns, finances, and operates solar
energy generating assets and sells power through long-term PPAs that is distributes to utilities or commercial and industrial users.
The different models in which an IPP functions is based on how the power generated is sold or distributed this could be direct power
purchase, group captive solution or open access. Solar capacity has grown more than 35 times from 2.82 GW in 2014 to 105.65 GW
in 2025, and this policy-driven expansion has also supported the growth of IPPs in the sector.
India’s power mix is changing and renewable energy accounting for a 46% of the total capacity, this has given rise to challenges
such as intermittency and grid stability. Models like Round-The-Clock (RTC) and Firm and Dispatchable Renewable Energy
(FDRE) are being introduced to address these challenges. The aim is to provide RE power to meets demand throughout the day,
improving grid stability. In this FDRE model, solar and wind generation is paired with energy storage systems to provide
round‑the‑clock power to meet the power demand.
The FDRE tenders require manufacturers to design RE projects that are aligned with the power requirement of the buyer. The tender
mandates the developers to meet at least 90% of the monthly demand, any shortfalls may attract penalties.
As per the guidelines as on February 2025, if the power generation company fails to attain their CUF (Capacity Utilization Factor)
levels mentioned in the PPAs, for two years, the new minimum CUF obligation will be revised to the average CUF of past two
years and the power generating company will have to pay a penalty equal to the tariff amount for either 24 months or the
remaining period of the PPA whichever is less, in an event of default on penalties the PPA will be terminated.
Outlook of rooftop solar PV capacity additions in India
The rooftop solar PV capacity is expected to grow in India majorly due to growing awareness especially in the residential segment
and C&I segment in India. Along with this, the Government of India is taking various initiatives to encourage the addition of capacity
of rooftop solar PV.
The MNRE is implementing Phase II of the Rooftop Solar Programme where financial assistance of upto 40% is being provided for
the installation of Grid Connected Rooftop Solar system in residential segment. This scheme was launched in March 2019 with a
total outlay of Rs 11,814 crores. The scheme also has provisions for incentives to DISCOMs for the additional capacity, over and
above the installed base capacity in the operational area of the DISCOMs.
Table 25: State/UT-wise Rooftop Solar capacity installed under PM-Surya Ghar Yojna (Solar Rooftop) and Total solar
power installed capacity (May’25)
S.N. State/UT PM-Surya Ghar Yojna (Solar Rooftop) Total Installed Capacity Solar Power
1 Andaman & Nicobar 5.30 30.62
2 Andhra Pradesh 339.70 5,434.38
3 Arunachal Pradesh 6.68 14.85
4 Assam 95.30 230.74
5 Bihar 111.00 328.34
6 Chandigarh 71.70 78.85
7 Chhattisgarh 107.40 1,398.50
8 DNH and DD 83.60 97.90
9 Goa 54.90 58.34
10 Gujarat 5,534.60 20,093.26
11 Haryana 859.50 2,107.82
12 Himachal Pradesh 24.63 217.22
13 J&K 42.20 74.49
19814 Jharkhand 93.04 199.87
15 Karnataka 710.10 9,876.57
16 Kerala 1,375.50 1,723.64
17 Ladakh 1.80 7.80
18 Lakshadweep 0.00 4.97
19 Madhya Pradesh 572.50 5,265.37
20 Maharashtra 3,592.90 11,827.63
21 Manipur 7.11 13.79
22 Meghalaya 0.21 4.28
23 Mizoram 2.00 30.39
24 Nagaland 1.00 3.17
25 NCT of Delhi 323.20 334.50
26 Odisha 84.90 701.74
27 Puducherry 66.30 67.51
28 Punjab 453.80 1,421.43
29 Rajasthan 1,591.80 29,546.70
30 Sikkim 5.12 7.56
31 Tamil Nadu 1,003.30 10,433.27
32 Telangana 472.90 4,842.10
33 Tripura 4.80 21.24
34 Uttarakhand 273.71 593.07
35 Uttar Pradesh 329.90 3,376.74
36 West Bengal 67.13 320.62
Total 18,369.53 1,10,789.27
Source: MNRE
The Financial outlay of the Phase-II Rooftop Solar (RTS) programme is Rs 118.14 Bn, which includes Rs 66 Bn of CFA and Rs
49.85 Bn of incentives to the Distribution Companies. The Programme has been extended till 31.03.2026 without change in the
financial outlay initially approved for the Programme.
Technical issues and factors that are likely to hinder growth in rooftop solar capacity additions
Progress under the Rooftop solar program has historically been slow due to lack of information at grassroot level, low awareness
among masses and lack of initiatives by DISCOMs. While the government is taking initiatives to address the challenges certain
issues continue including regulatory issues such as inconsistent net metering and other policies across states, delay in net metering
approvals by DISCOMs etc. continue to persist. Further, financing also continues to be a challenge for rooftop solar as it is perceived
to be risky compared to other types of installations.
1996 Overview of Indian Solar EPC Market
Solar EPC refers to the engineering, procurement and construction services provided for setting up solar power installations. Solar
EPC companies offer comprehensive services tailored to the contract's requirements, which encompass system design, procurement
of components like solar cells and modules, installation, and project commissioning. They may also choose to handle specific parts
of the project. The Indian government's growing emphasis on renewable energy has greatly benefited this industry. However, the
Solar EPC sector in India presents high entry barriers, as it demands a minimum level of technical expertise and experience to qualify
for tenders, along with restrictions on joint ventures participating in bids.
The Solar EPC sector in India faces high entry barriers due to several factors. To bid for solar EPC tenders, companies must
demonstrate significant technical expertise, including experience with large-scale projects (e.g., 50 MW or more). Joint ventures are
often restricted to ensure bidders have the capability to independently handle projects. The industry also faces regulatory and policy
challenges, including the need to obtain permits and navigate land acquisition processes, which can delay projects and increase costs.
Additionally, staying updated with the latest technologies and managing operational challenges like supply chain disruptions further
complicates participation, limiting competition to companies with substantial resources and experience.
Benefits of EPC in Solar Projects
Benefits Description
Smooth management of Projects When working on a turnkey basis, EPC companies handle every aspect of the
project, eliminating the need for the project owner to coordinate with various
parties.
Quality Assurance EPC companies hire skilled engineers and technicians to carry out projects. They
focus on delivering high-quality construction while reducing malfunctions,
ultimately enhancing long-term performance.
Cost Efficiency The EPC contractors have their own suppliers and procurement methods for easy
procurement at competitive prices. With efficient designing of systems and cost-
effective procurement, EPC companies can help achieve optimal construction
costs for the project.
Timely Completion Developing solar energy projects consists of several stages. EPC companies are
hired to finish the project on schedule, and a skilled EPC company guarantees its
prompt commissioning. Delays in completion usually result in penalties outlined
in the EPC contract.
Type of solar installations
• Utility Scale Solar: Utility scale solar power stations are photovoltaic power station which are large enough to be able to generate greater
than 1 MW of solar energy and transfer it in the transmission lines.
• Ground mounted solar: Ground mounted solar projects have photovoltaic modules installed on open land using mounting structures, these
are installed in open fields, industrial areas, or barren land. This segment make up the largest share of India’s solar installations, with
approximately 81.0 GW of capacity as of Mar 2025, and are primarily used for large-scale grid-connected power generation.
• Rooftop Solar: A rooftop solar power system is a photovoltaic system which is mounted on the rooftop of a residential or commercial building
or structure.
• Distributed/Off-grid Solar: Off-grid solar are independent grids where energy is stored in batteries rather than transferring it via grid lines
or transmission lines.
200Market size of Solar EPC
India’s solar EPC market has been growing steadily due to strong government support, clear renewable targets, and falling costs of
solar modules. The solar EPC costs typically account for 30-35% of the solar project capex. This implies an overall EPC opportunity
worth Rs 1.72 trillion over FY27 and is expected to reach Rs 1.91 trillion in FY30.
Chart 41:Investments in Solar EPC Opportunity
1.91
1.82 1.86
1.72
1.57
n 1.47
o
illir
T
s
R
n
I
FY25 FY26 FY27 FY28 FY29 FY30
Solar investment in Rs Trillion
Source: CareEdge Research
It has been observed that most private developers have their in-house EPC teams while the third-party solar EPC contractors are
generally engaged by both public and private sector entities. Therefore, the opportunity for third party solar EPC contractors will
depend on the overall share of public sector entities in the solar capacities added over FY24-27. Summary of solar capacity addition
pipeline announced by key public sector entities is given in the following table.
Table 26: Solar Projects Pipeline of Public Sector Entities
Projected Pipeline (GWp)
Company
FY25P FY26P
NTPC 8.7 10
NHPC 1.4 1.7
GSECL 1.3 1.8
SJVN 1.8 2.2
Coal India Ltd 1.4 1.2
Source: Company Reports, Sterling and Wilson Renewable Energy Investor Presentation
201Assessment of Solar EPC contract
The framework of an EPC contract is such that it enables the owner to transfer the risk of design, procurement and construction
entirely to the contractor. The contractor is then solely responsible for completing the project and handling it over to the owner in a
turnkey project condition. The EPC phase of a project is called as the execution phase which is after the feasibility study and front-
end engineering design study phase. But some EPC players also does feasibility studies to participate in tenders.
The key features of an EPC contract as follows:
• Single point ownership and responsibility
• Clearly defined deliverables and project specifications
• Fixed completion date
• Fixed completion price
• Procurement responsibilities
• Output Guarantees
• Liquidated damages to the client company for both delay and performance
• Security from the contractor or its parent company
• Caps on liability
Solar EPC contracts vary based on assignment of roles and responsibilities and penalty. Based on these differences, various project
delivery mechanisms have been devised. The size and nature of the project also influences the choice of the project delivery
mechanism.
EPC Project: Turnkey vs Balance of Plant
There are two types of modes for the EPC contract to be executed – the turnkey project structure and balance of plant structure.
Under the turnkey project structure, EPC company/contractor takes care of everything from design to execution of the work which
includes EPC. The contractor delivers a ready to use facilities. The project must be completed within an agreed-upon budget and
schedule. If these conditions are not met, the contractor may need to offer financial compensation. The turnkey solar project consists
of the following process-
Survey of the site to check solar viability - The location of the project is surveyed to determine the future weather forecast and
solar isolation.
Determination of solar power generation capacity and connection type - Solar PV installations can be made in grid-connection
or off-grid connection types depending on the installation capacity and consumption pattern of the client.
The solar companies would determine the power generation capacity by considering the structure of the terrain and the amount of
sunlight incident.
Engineering and design of solar PV system - While designing and engineering of the solar panels, angle, height, weather, roof
structure, etc. are considered. The mounting structure for the solar array is constructed according to approved design and study.
Solar Power Plant Installation - After carefully considering all the project requirements, the panels are carefully installed.
Metering of Solar Power Plant- A turnkey solution provider considers factors such as electricity tariffs, power output and usage
to prepare a net metering agreement that best suits your needs.
Solar Financing Solutions and Approvals- The turnkey solution providers might also have tie-ups with the financing
organizations, private investors, etc., whenever required by the client.
202Monitoring of Solar panel efficiency- The efficiency of solar PV modules is due to depreciation over a longer period. The solar
turnkey solution providers monitor the efficiency of the panels and maintain the uniform efficiency of the panels by taking care of
their sub-parts.
Operation and maintenance- After the installation of the solar panels, it requires occasional cleaning and is performed by the
turnkey solution providers. They also manage the operations of the installed equipment and accessories.
Under the balance of plant (BoP) or the balance of system (BoS) structure, the entire project is divided into different parts. Generally,
the modules, which form majority of the cost of the solar plant, are procured separately by the developer and the remaining segments
including wiring, switches, mounting system, inverters, batteries etc. are procured under the EPC contract along with the project
installation services
Third Party EPC Contracts - refers to an agreements where a solar project developer or investor outsources the complete
responsibility of Engineering, Procurement, and Construction (EPC) to an external contractor instead of executing the project in-
house. This model is widely adopted in utility-scale and increasingly in commercial & industrial (C&I) solar projects, where
developers seek efficiency, speed, and technical expertise. This type of contracts provides flexibility in terms of risk mitigation,
access to expertise, cost and time efficiency, quality assurance. The full lifecycle of project execution is managed by them, including
site survey, design and engineering, procurement of modules, inverters, and balance-of-system components, installation,
commissioning, and O&M support. As India accelerates toward its renewable energy targets, the demand for professional EPC
services is rising. Many investors, IPPs (Independent Power Producers), and C&I customers prefer third-party EPC models to avoid
the capital intensity of building in-house execution capabilities.
In house VS Third-Party EPC
Parameters In-house EPC Third-Party EPC
Execution Design, procurement, and construction is managed Third-Party EPC contractor takes full responsibility for the
Responsibility internally. execution
Higher investment for equipment, vendor Minimal internal resources needed, developer focuses on
Capital & Resources
management, technical expertise, financing and asset ownership.
Higher exposure to delays, cost overruns, and Risks are transferred to the EPC contractor under contract
Risk Exposure
technical challenges. terms.
Expertise & Limited to the developer’s internal capabilities and Access to specialized expertise, established vendor networks,
Network experience. and optimized procurement.
Challenging to scale up quickly across multiple Highly scalable as developers can implement multiple
Scalability
projects. projects
Can be cost-effective if the developer has
Cost Structure Competitive pricing due to EPC economies of scale
experienced in-house teams.
203Open Access and Captive Power Consumption
India’s power sector relies on various Power Purchase Agreements (PPAs) to meet its energy needs. Long-term PPAs (25–30 years)
dominate the market, ensuring stable revenue for producers and consistent supply for buyers, especially in thermal and renewable
energy projects. Solar and wind PPAs play a key role in advancing India’s clean energy goals, supported by government policies
and competitive bidding. Short-term PPAs address temporary demands, while merchant PPAs allow producers to sell power in open
markets. Captive and open access PPAs enable commercial and industrial (C&I) consumers to secure cost-effective power.
Additional flexibility comes from government-sponsored PPAs for public projects and cross-border PPAs with neighbouring
countries.
Open Access (OA) or Third-Party Consumption
Open Access allows large power consumers to directly procure power from independent power producers (IPPs) through the
transmission and distribution network, bypassing discoms. In the solar energy segment, these agreements are structured under long-
term power purchase agreements (PPAs), ranging from 10–25 years, with tariffs substantially lower than grid tariffs.
Various Open Access Models:
Model Structure / Ownership Key Benefits Key Challenges
Consumer signs Power Purchase Agreement
(PPA) with an Independent Power Producer
(IPP).
Third-Party Lower tariffs vs DISCOM, High cross-subsidy & surcharges,
Sale (Bilateral provides contractual flexibility, regulatory uncertainty and banking
An IPP is a private entity that develops, owns,
OA) supports RE100/ESG targets. restrictions.
and operates power plants, and sells electricity
to consumers or utilities under long-term
agreements
Tariff certainty, exemptions High capex, land approvals,
Consumer sets up own plant; must hold ≥26%
Captive Model from surcharge , control over financing hurdles and longer
equity and consume ≥51% of power.
generation. payback period.
Suitable for C&I consumers Legal complexity as equity is
Group Captive Multiple consumers collectively own ≥26%
with smaller loads, cost savings, divided among a group and
Model equity and consume ≥51% power.
flexible participation. difficulty in compliance tracking.
High flexibility, transparent
Exchange- Power purchased via exchanges (IEX, PXIL, Price volatility, limited assured RE
pricing, RE-only options via
Based OA HPX); short-term transactions. supply.
green products.
Green Open Lower costs, quicker approvals
New framework for RE; available for >100 Implementation challenges at state
Access (GOA, and strong alignment with
kW consumers with simplified approvals. level, DISCOM resistance.
2022) sustainability goals.
204Captive Power Consumption
Captive power consumption in India refers to electricity generated by an entity or group of consumers primarily for their own use,
rather than sourcing it from the grid. Under the Electricity Act, 2003 and Electricity Rules, 2005, a project qualifies as captive if the
consumer(s) hold at least 26% equity in the plant and consume a minimum of 51% of the power generated. This model has become
especially attractive for commercial and industrial (C&I) consumers seeking to reduce dependence on discoms, lower electricity
costs, and secure long-term tariff stability. This model provides cost savings and greater energy control, however challenges such
as high upfront investment, land acquisition, and regulatory compliance remain key considerations.
Open access and captive consumption models play an important role in India’s renewable energy trajectory. The Ministry of Power’s
Green Open Access Rules (2022) have streamlined approvals, lowered the OA threshold to 100 kW, and capped surcharges. Captive
projects remain attractive for larger industrial consumers seeking long-term price stability and exemption from regulatory
uncertainties tied to OA charges.
205Key Criteria for selection of EPC Contractor
Following key parameters are considered for selection of an EPC contractor for solar project development.
Criteria Details
Credibility and The developer should assess the credibility and past track record of the solar EPC contractor, including its experience of
Past Experience working under various conditions – geographical, terrain-related, and time constraints. The number and scale of projects
executed, the contractor's years of experience in the industry, relationships with vendors, land acquisition capabilities,
operational regions, and past performance should all be evaluated.
Technical Team The availability of an experienced team across various areas, technological partnerships, and the capability to deliver
consistent results should be assessed.
Full-Service Solar The EPC contractor must be able to deliver comprehensive solutions for the implementation of solar power plants. This
Solution Provider encompasses all aspects, including site analysis, design, project management, procurement, installation, and
commissioning.
Equipment An EPC company is expected to have in-depth knowledge of the equipment and its components. The sources of
Knowledge equipment, warranties, and deliverables should be clearly communicated to the client. Both the project and management
teams should be experienced, with a deep understanding of the technical details of the products, utility setup, and
engineering.
Licensing and The EPC contractor should be well-versed in obtaining the necessary licenses and government approvals. The contractor
Approvals should be responsible for arranging the licence to install the PV system.
Operation and Post-implementation support is essential for the long-term efficiency of the solar power plant. The client company should
Maintenance ensure the chosen EPC contractor offers comprehensive operation and maintenance services to support optimal plant
performance.
EPC contractors are primarily responsible for design and execution, their ability to provide robust operation and
maintenance (O&M) services significantly impacts plant performance, generation output, and return on investment.
O&M offerings include regular inspections, performance monitoring, preventive maintenance, module cleaning, and
timely resolution of technical issues.
Most O&M contracts are not typically for the plant’s entire lifespan. These contracts usually cover a fixed tenure,
typically ranging from 3 to 5 years post-commissioning, similar to a manufacturer’s warranty. The duration can be
negotiated and extended based on the terms outlined in the contract.
The contract duration, scope of services, and performance guarantees can be negotiated upfront and extended
periodically, depending on the client’s requirements and the EPC contractor’s capabilities. By ensuring strong O&M
commitments, clients safeguard against performance degradation, minimize downtime, and secure long-term operational
stability of their renewable energy assets.
Financial Health The EPC contractor should be in satisfactory financial health, free from issues such as negative net worth or ongoing
losses. Poor financial health can present challenges during project execution and may lead to delays.
Local Experience A solar developer may also consider the EPC contractor's past experience in the project's geographical area or state, as
familiarity with local regulations, approval processes, and vendors can provide a distinct advantage.
Key Covenants of an EPC Contract
The EPC contract is established between the client (the owner) and the EPC contractor for a specific project or scope that the
contractor is obligated to deliver. EPC contracts feature several key elements and agreements:
Feature/Covenant Description
Defines the performance criteria the contractor must meet, ensuring clarity on the scope
Performance Specification
of work.
The contractor is responsible for the entire scope of work, addressing any issues that
Single Point of Responsibility
arise.
Defines the payment terms, which could be fixed price or include variations and
Contract Price
escalation clauses.
Guaranteed completion date, with penalties (liquidated damages) for delays unless time
Completion Date
extensions are granted.
206The owner earns revenue by operating the solar facility, making it crucial for the facility to
achieve the necessary standards of output, efficiency, and reliability. To protect the owner
Performance Guarantees from potential risks, EPC contracts incorporate performance guarantees supported by
performance liquidated damages (PLDs). These are penalties the contractor must pay if it
does not meet the performance criteria outlined in the contract.
Caps on Liability Limits the contractor’s liability, typically as a percentage of the contract price.
Performance security to protect the owner in case the contractor does not meet
Security
obligations, often in the form of a bank guarantee.
Withholds a percentage of payment until satisfactory project completion and
Retention
performance, typically for 6–12 months.
Allows the owner to modify the scope of work, with adjustments to price and completion
Variations
time as necessary.
Suspension Gives the owner the right to suspend the works
Termination Defines the termination rights of both parties.
In-house VS Outsourced EPC
In the Indian solar power landscape, both in-house and outsourced EPC (Engineering, Procurement, and Construction) models and
the solar power developers consist of both public and private sector entities. The public sector entities include NTPC Renewable
Energy, NHPC, SJVN, Gujarat State Electricity Corporation (GSECL), etc. while the private sector entities include Adani Group,
Renew, Acme Solar, Ayana, Enfinity, Radiance, Serentica, Bluepine, IMC etc.
Most of the established private sector companies have mobilized in-house EPC teams which have the capability of executing large
projects. This gives the companies a large control over project execution, timelines, cost efficiency, and quality assurance, however
this comes at a high cost, maintaining an in-house power plant setup requires huge investments in terms of fixed overhead costs,
requirement of skilled manpower and challenges of regulatory sanctions. There is limitations in terms of scalability.
The outsourced EPC is commonly used by public sector players such as NTPC, NHPC, and SJVN, as this offers flexibility in terms
of plant management, the cost of maintenance, and outsourced setup provides access to specialized expertise and the ability to scale
quickly by leveraging multiple EPC partners, the challenge in this model related to quality control, delays, and reliance on third-
party performance, execution timelines. and dependency on a third-party.
Large power-consuming companies aiming to meet renewable targets prefer in-house EPC, while others opt for outsourced EPC
due to its flexibility and lower costs.
Eligibility criteria for Tenders
The eligibility criteria for Solar EPC tenders can vary depending on the issuing authority, region, and specific project requirements.
However, some common eligibility requirements are.
207General Criteria
•The Bidder should be either a body incorporated in India under the Companies Act, 1956 or
2013 including any amendment thereto and engaged in the business of Solar Power.
•The EPC contractor should be able to provide end-to end solutions for a solar power plant
implementation
•The Bidder (either individually or as a consortium or any of the participating members of the
Consortium) shall not have been debarred by EMPLOYER/ Owner/ Ministry of MNRE or any
other ministries and / or any other Government Department, Agencies or CPSUs from future
bidding due to “poor performance” or “corrupt and fraudulent practices” or any other reason in
the past.
•The Bidder should not be under any liquidation court receivership or similar proceedings on the
due date of submission of bid.
Technical Criteria
•The bidder must have successfully installed and commissioned at least one grid-connected
solar PV power project of a specified capacity. The project should have been commissioned
prior to the Techno-Commercial Bid Opening date. The bidder is required to submit a list of
such projects, indicating their grid-connected status, along with relevant supporting
documentation, such as the commissioning certificate and work order/contract/agreement
from the client or owner.
Financial Capacity
•The bidder must have an annual turnover of a specified amount per MW in any one of the last
three financial years preceding the bid deadline, provided that the bidder has completed at
least one full financial year of operation.OR
•The bidder must have a net worth equal to or greater than the value calculated at a specified
rate per MW of the capacity offered in the bid.
•In case of more than one Price Bid submitted by the Bidder, the financial eligibility criteria
must be fulfilled by such Bidder for the sum total of the capacities being offered by it in its
Price Bid.
Key Aspects of DPTP (Developer Permit and Transfer Permit) model
The Developer Permit Transfer Permit (DPTP) model is commonly used in large-scale solar infrastructure projects, including Open
Access Solar Projects, Solar Parks, Ground-mounted solar systems, and Green Energy Corridors. Under this model, the EPC
company (developer), initiates the project by acquiring approvals for the project, land acquisition, environmental clearances, and
transmission approvals and initiates the solar project this is referred to as the ‘Developer Permit’. This developer then transfers the
rights to use the installed solar capacity to another entity, an investor, Independent Power Producer (IPP), or energy user company
or any other large conglomerate looking for a renewable energy source for their usage. This transfer happens through a Special
Purpose Vehicle, which allows the other party to execute, own, or operate the project, this is referred to as ‘Transfer Permit’. A The
DPTP model is particularly relevant where the roles of development and execution are intentionally separated to optimize expertise,
investment, and risk management.
Special Purpose Vehicle (SPV) is a distinct entity created for the purpose of executing this transaction. The initial developer creates
the SPV and transfers all the rights to the counter party. An SPV enables efficient transfer of project rights, minimizes legal
complexities, and enhances transparency in ownership and accountability.
Key features:
Risk isolation The SPV is set up as a separate legal entity specific to a single project. This structure protects the
parent company against any financial or legal risk associated with the project.
208Project financing The SPV has a distinct asset portfolio example Power Purchase Agreements (PPAs), permits
regulatory approvals and revenue-generating contracts. The loans are secured against the project and
cash flows are linked to the SPV, hence there is limited risk the parent’s companies overall portfolio.
Ownership & Transfers In an SPV model, the transfer of ownership is based on equity, this avoids complexities and transfer
if made simple and easier.
Avoids regulatory challenges All licenses, permits, agreements and contracts are held in the name of the SPV, this ensures
accountability, rights and obligations, this streamlines compliance with regulatory authorities.
Key Drivers for Solar EPC Market
Solar EPC market is expected to be driven by the expected solar capacity additions in the country. Some of the factors driving solar
capacity additions are as below:
• Fiscal and regulatory incentives
• RPO targets
• Falling prices of modules and other system components
• Advancement of technology
• PLI support for domestic module manufacturers
The above factors are discussed in detail in Section 5.2
Outlook for Solar EPC Market
There has been a substantial increase in the installed solar power capacity because of the government’s push in a bid to achieve
COP26 targets. The pace of bidding has also remained strong all along. MNRE has announced plans to invite bids for 50 GW of
renewable energy capacity annually from FY24 to FY28 with an objective to achieve the targeted 500 GW installed capacity by
2030. Further, the domestic production of solar modules is also expected to increase driven by government initiatives such as the
PLI scheme, which will lower the dependence on imports for critical components thereby addressing supply chain challenges and
lowering the capital cost of solar power projects.
As per the National Electricity Plan Vol-2 (October 2024) 364 GW of installed solar power capacity is expected to be achieved by
FY32.
Chart 42: Solar Power – Trend in Future Installed Capacity Additions
364.5
)
W
G
(
s
t ta 185.6
W
a
g
iG
n 105.8
I
FY25 FY27P FY32P
Source: National Electricity Plan Vol-2 (October 2024), CareEdge Research
209To achieve the targeted capacity additions, an investment of Rs 5.9 trillion will be required between FY24-27. Earlier, the solar
power developers used to award turnkey contracts to EPC players where-in the EPC players were responsible for end-to-end
execution and delivery of the project. However, in the past few years, solar developers are preferring to procure solar modules
separately under a larger contract for all their ongoing projects which enables them to negotiate better pricing. EPC contracts are
being awarding excluding the module procurement.
A total investment of Rs 12,725 billion is projected for solar power from FY25-FY32. However, a significant decline in investment
is anticipated in FY 2032, as the majority of the investments are expected to be completed by FY31. The expected investments in
the generation sector for the periods FY23–FY27 and FY27–FY32 are outlined in the table below:
Chart 43: Total Investment in Solar power over FY23-FY32
1,972
1,915
1,821 1,863
1,720
1,571
1,467
n
o
illiB
1,118
.s 934
R
397
FY23 FY24 FY25 FY26 FY27 FY28 FY29 FY30 FY31 FY32
Source: National Electricity Plan Vol-2 (March 2023), CareEdge Research
7 SWOT analysis for the Solar EPC sector
Strengths Weakness
1. Growing market potential 1. Intermittency and Storage Challenges:
The government of India has set ambitious RE target of Renewable energy is intermittent in nature and is available
500 GW by 2030, this has given rise to increase in demand only for certain hours during the day.
India has on an average has 250 days of sunlight and the
for solar EPC. The all-India energy requirement is
intensity of solar energy is also seasonal. Therefore, the
expected to increase by 6.13% by 2027 and given the RE
power generated from renewable sources is not available
push from the government backed initiatives and well-
round the clock due to the seasonal nature and variations.
defined policy measures has made the solar EPC sector This limits the power generation capacity.
more attractive.
2. High Initial Capital Costs and regulatory requirements.
2. Expertise in diverse topography This is a highly capital-intensive industry, requires a
substantial upfront investment. To generate about 1MW of
Indian solar EPC developers have built strong expertise in
energy, approximately 4 to 5 acres of land is needed.
projects across a wide range of terrains, example deserts,
Requirements of state discoms approvals, licensing and land
coastal areas, higher altitude areas. Innovation such as
acquisition that make the whole process more time
floating solar installations, solar panel on canal tops and consuming.
solutions for high-altitude or uneven landscapes, are being
adopted, such adaptability positions India as a leader in 3. Infrastructure and Grid Integration Constraints:
implementing solar solutions in challenging environments. Large solar power plants are in remote areas with limited
3. Technological advancement and Integration infrastructure to support generation and transmission.
Inadequate transmission infrastructure in some regions
There has been significant improvement in in solar
causes delays in grid integration.
technology such as high-efficiency panels, better inverters,
210and intelligent tracking systems have led to lower The government has already implemented measures to
generation costs per megawatt. In addition, innovations develop the transmission capacity to support renewable
capacity additions in India, however, delays in the addition
such as wind-solar hybrid, floating PV Projects and storage
of transmission infrastructure to evacuate power from the
technologies, are key drivers supporting the market these
upcoming capacities is a key risk faced by the sector.
innovations are enhancing both the efficiency and
economic viability of solar installations across project sizes 4. High Dependency on Imports - Important components
such as solar cells, modules, and inverters are largely
4. Infrastructure Support from Government imported by Indian players. Indian solar power producers
MNRE has implementing scheme for the development of are still dependent on imports of solar modules mainly
solar parks and ultra-mega solar power projects, under from China, followed by Hong Kong and Malaysia,
assessed based on the value of imports.
which, the infrastructure such as land, roads, transmission
system (internal and external), pooling stations, etc., is
developed with all statutory clearances/approvals. Thus, the
solar project developers have plug-and-play benefits.
Further, under Mode 8 of the Solar Park Scheme, a
facilitation charge of Rs 0.05/unit of power being
generated from the projects in the parks is provided to the
States to encourage the State Governments to provide
necessary assistance to the Solar Power Park Developers
(SPPDs) in identification and acquisition of land, to
facilitate in obtaining all required statutory clearances, etc.
Opportunities Threats
1. Government Initiatives and Policy Support 1. Regulatory and Policy Changes
The global push for renewable energy, especially solar Regulatory shifts, such as changes in renewable energy
power, aligns with government goals of reducing carbon incentives, subsidies, or tax policies, could significantly
footprints and enhancing sustainability. The Indian affect the company's ability to secure contracts and maintain
government has put forward ambitious renewable energy profitability. Additionally, any rollback in government
targets of achieving 500 GW by 2030 supported by strong support for solar energy or the introduction of new
policies such as M-KUSUM, PM Surya Ghar, and the regulations could increase operating costs or reduce
Approved List of Models and Manufacturers (ALMM) demand, threatening the company’s growth prospects.
providing a robust framework and financial incentives and
subsidies like the Viability Gap Funding (VGF) for solar 2. Climate Change and Environmental Factors
parks and hybrid systems. Although solar power is a clean energy source, its efficiency
can be impacted by external environmental factors such as
inconsistent sunlight, unexpected weather conditions, or
2. Climate Change Awareness:
climate extremes. Any adverse weather events, such as
The growing awareness of climate change and its impacts is
droughts, floods, or storms, could affect the performance of
significantly driving demand for renewable energy. As solar power plants, reducing energy generation and
individuals, communities, and corporations become more impacting revenue streams.
conscious of their carbon footprints, there is a collective
push towards sustainable practices. Public campaigns and 3. Technological Obsolescence
educational initiatives have highlighted the importance of
The rapid pace of technological change in the solar industry
reducing greenhouse gas emissions, leading to increased
presents both opportunities and threats. If the company does
support for renewable energy projects. Businesses are also
not stay on the cutting edge of technological advancements,
recognizing the need to align their operations with
it risks falling behind competitors who can offer more
environmental goals, fostering a culture of sustainability that efficient and cost-effective solutions. Continuous
prioritizes clean energy use. This heightened awareness not investment in R&D and technology adoption is essential to
only influences consumer behaviour but also encourages avoid being outpaced by technological breakthroughs in the
investment in renewable technologies as a means of market.
combating climate change.
4. Economic and Market Volatility
3. Rising Energy Demand Economic downturns or shifts in energy demand patterns
can negatively impact the renewable energy sector. For
211As India continues to experience rapid urbanisation and example, economic slowdowns can lead to reduced
economic growth, the demand for energy is soaring. The investment in new projects or the postponement of planned
increasing population and expanding industries are straining solar installations. Additionally, fluctuations in the global
the existing power infrastructure, making it imperative to energy market, such as changes in fossil fuel prices or
find sustainable solutions. Renewable energy sources, such economic factors affecting the cost of materials, could
as solar and wind, offer a viable alternative to traditional disrupt business operations and financial stability.
fossil fuels, which are often subject to price volatility and
supply constraints. This rising energy demand not only
highlights the need for more power generation capacity but
also underscores the importance of transitioning to cleaner
energy sources that can support long-term growth without
compromising environmental integrity.
8 Threats and Challenges
Threats Details
Concentration in The company’s operations are focused on India’s renewable market, making it sensitive to domestic policy shifts
Indian Renewable and regulatory changes. Any reduction or removal of solar incentives could significantly impact revenue streams.
Market Delays in land acquisition, grid connection approvals, or open access permissions may affect project timelines and
financial outcomes.
Financial & Capital The company is exposed to the volatile module and equipment prices, may face margin pressure if costs rises, under
Risks fixed-price EPC contracts. Reliance on debt financing and private financing would strain their debt to service
coverage ratio, or rising interest rates could disrupt project execution timelines.
Competitive market The intense competition from both domestic and global EPC players can drive down pricing, impacting profitability
and Supply Chain and limiting growth. And high dependency on imported solar cells and modules exposes them to exchange rate risk,
Pressures import duties, and geopolitical trade shocks, which may disrupt supply continuity and cost planning.
Regulatory and Policy Government policies and incentives play a significant role in the financial viability of solar power systems. Tax
Changes credits, rebates, and feed-in tariffs (payments for excess solar power fed back into the grid) can significantly reduce
the initial investment and operating costs of a solar system. Any withdrawal or reduction in these incentives could
directly affect the cost competitiveness of the company’s offerings, particularly in the residential and MSME
segments. Moreover, potential changes in grid-related charges, net metering regulations, or open access frameworks
could alter the financial attractiveness of solar projects, making customer acquisition more challenging and
impacting project returns.
Challenges Details
Upfront Cost and The high upfront costs of solar power systems, including panels, batteries, and inverters, can deter potential buyers.
Installation However, these costs can be mitigated through financing options and government incentives, such as tax credits and
rebates. Installation can be complex and costly, especially when integrating various components. Professional
installation is essential to ensure optimal performance and prevent damage.
Energy Storage and Batteries may not store sufficient energy for cloudy days or nighttime, leading to dependence on grid power. Opting
Consumption for a system with larger batteries or additional storage can address this issue. However, battery replacement remains
an ongoing cost.
Maintenance and Solar systems require regular maintenance, including cleaning panels, checking batteries, and ensuring the inverter
Climate Conditions is functioning correctly. Environmental factors such as dirt, dust, snow, or extreme weather conditions can reduce
panel efficiency by blocking sunlight or causing wear over time. Regular cleaning, proper panel placement, and
periodic inspections are crucial to extending the system's lifespan, maintaining optimal performance, and minimising
212the impact of environmental conditions. Timely repairs to any system components, if required, also ensure the solar
system operates at peak efficiency.
Technological In both the solar power and EPC (Engineering, Procurement, and Construction) sectors, technological obsolescence
Obsolescence poses a significant challenge. In the solar industry, rapid advancements in solar panel efficiency, energy storage
solutions, and inverters can quickly make older systems less effective or outdated. Newer, more cost-efficient
technologies can push older installations to the periphery, requiring upgrades or replacements to stay competitive
and maximize energy output. Similarly, in the EPC sector, construction methods, materials, and machinery evolve
quickly, leading to older methods becoming inefficient or incompatible with modern demands. To counter
technological obsolescence, companies in both sectors must prioritize innovation, ongoing research, and the
integration of newer technologies while ensuring adaptability in their designs and processes to extend the lifespan
of their systems and maintain competitive edge.
9 Company Profiling
(Unless the context otherwise requires, in this section, references to “the Company” and “it” refers to Deon Energy Ltd or any
entity under the control of Deon Energy Limited i.e., the AOP, on a consolidated basis.)
Deon Energy Limited is engaged in engineering, procurement, and construction (EPC) of solar projects, primarily in the state of
Gujarat. The company undertakes both ground-mounted and rooftop installations, covering design, equipment procurement,
construction, commissioning, and regulatory approvals. Around 90% of its revenue is generated from ground-mounted solar projects.
In FY25, the company completed 78 such projects, with a cumulative installed capacity of 140 MW (DC) and 118 MW (AC).
The company also provides operations and maintenance (O&M) services for most of its EPC plants. In FY25, it entered into 44
O&M agreements, of 128 MW capacity. These services include equipment cleaning, repair, replacement of components, site
security, and performance monitoring.
For plant monitoring, the company uses GSM data loggers and Supervisory Control and Data Acquisition (SCADA) systems, which
combine software and hardware to monitor, control, and collect real-time data from power plants and solar projects. These systems
connect sensors and field devices to a central platform, enabling operators to track performance, detect faults, and manage operations
remotely.
As of now, the company has ongoing projects with a cumulative capacity of 575.89 MW, comprising 50.1% EPC projects and 49.9%
O&M contracts. The company plans to enter in the Independent Power Producer (IPP) segment, a five-year Power Purchase
Agreement (PPA) signed in January, 2025 with Koyo Granito LLP. It has also incorporated a wholly owned subsidiary, Deon
Renewables Private Limited, along with several step-down subsidiaries, to support future growth and pursue opportunities in the
renewable energy sector.
213In FY25, top 10 clients contributed more than 50% of total revenue.
Top 10 Clients % of revenue share from operations
Omax Cotspin Private Limited 9.5%
Fiotex Cotspin Private Limited 8.2%
Leaspin Textile LLP 6.3%
Sparten Granito Private Limited 5.0%
Agritex Enterprise LLP 4.8%
Antique Marbonite Private Limited 4.7%
Megacity Vitrified LLP 4.4%
Skajen Vitrifide Private Limited 4.3%
Patson Papers Private Limited 4.0%
Velloza Granito LLP 3.9%
Total 55.1%
214Key Financial Performance FY25 FY24 FY23
Total number of constructed solar power projects in the year 31 16 10
Constructed capacity in the year (MWDC) 87.73 19.53 16.34
Revenue earned from solar power projects in the year 2,953.31 658.81 382.06
Order Book of EPC Project (No of Projects) 28
27 14
Order Book of EPC Project (MWDC) 103.73
66.30 21.45
Order Book of EPC Project (Value) 2,943.99
2,215.78 783.67
Order Book of O&M Projects (No. of Projects) 30
23 10
Order Book of O&M Projects (MWDC) 84.52
62.57 14.94
Order Book of O&M Projects (Value) 17.01
28.18 7.10
21510 Competitive Landscape
The competitive landscape in the solar EPC industry is dynamic and evolving. The market is witnessing strong competition based
on factors such as product features, pricing, brand reputation, after-sales service, and technological advancements. While established
brands hold significant market share, emerging players are challenging the status quo with innovative solutions and competitive
pricing.
Operational Parameters
Deon Energy Ltd
Parameters KPI Green Energy Ltd Zodiac Energy Ltd
Order book (in MW) 2,950 - 315.50
Installed capacity (in MW) 950 22 140
Gujarat Gujarat, (Zambia) Africa Gujarat
Geographical presence
Rooftop
Ground-mounted solar power Ground-mounted
Ground-mounted power plants
plant Rooftop solar
Solar Tree
Offerings
546 - 128
O&M portfolio (in MW)
Independent Power Producer Residential rooftop
(IPP) Commercial & Industrial Commercial & Industrial segment
Captive Power Producer (CPP) rooftop
Area of focus
216KPI Green Energy Limited
Founded in 2010, is headquartered in Surat, Gujarat, KPI Green Energy is a renewable energy company engaged in both power
generation and third-party renewable energy sales within India. The company operates under two business models: as an Independent
Power Producer (IPP), it develops, builds, owns, and operates renewable energy plants to supply clean energy for third-party
consumers; and as a Captive Power Producer (CPP), it offers customized renewable energy solutions to industrial and commercial
clients seeking to lower electricity costs and meet sustainability goals. As of FY25, the company has a cumulative installed capacity
of 950 MW and a pipeline of 1.23 GW. They currently have 33 operational sites within India
Financial Parameters FY23 FY24 FY25
Revenue From operations (in Rs millions) 6,437.86 10,239.00 17,354.54
EBITDA (in Rs millions) 2,084.89 3,368.43 5,637.70
EBITDA Margin (%) 32.38% 32.90% 32.49%
Profit/(loss) after tax for the year/ period (in Rs millions) 1,096.28 1,616.57 3,252.78
PAT Margin (%) 17.03% 15.79% 18.74%
Return on Equity (RoE) (%) 53.26% 29.56% 18.77%
Return on Capital Employed (%) 22.47% 18.18% 13.68%
Property, plant and equipment (in Rs million) 8,003.57 8,981.38 22,785.74
Net Fixed Asset Turnover Ratio (in times) 0.80 1.05 0.74
Debt to Equity Ratio (in times) 2.02 1.00 0.43
Debt Service Coverage Ratio (in times) 2.36 2.56 12.94
Current Ratio 1.20 1.49 2.76
Debtor Days 83 152 122
Creditor Days 217 284 168
Inventory Days 158 227 186
Working Cycle 24 96 140
Source: Company Annual Reports, CareEdge Research
217Zodiac energy
Zodiac Genset Private Limited was founded in 1992 and later changed to Zodiac Energy Ltd. in 2007. They are headquartered in
Ahmedabad, Gujarat. The company provides end-to-end services, including design, supply, installation, testing, commissioning of
EPC projects, along with operation & maintenance (O&M) of solar energy projects. It caters to diverse segments through turnkey
solutions for residential and commercial rooftop systems, ground-mounted installations, floating solar projects, and solar trees. In
addition to its EPC services, the company also functions as an Independent Power Producer (IPP), developing solar assets and
supplying electricity directly to distribution utilities and corporate consumers.
Financial Parameters FY23 FY24 FY25
Revenue From operations (in Rs millions) 1,376.59 2,200.61 4,077.77
EBITDA (in Rs millions) 75.00 189.62 370.37
EBITDA Margin (%) 5.45% 8.62% 9.08%
Profit/(loss) after tax for the year/ period (in Rs millions) 31.89 109.72 199.70
PAT Margin (%) 2.32% 4.99% 4.90%
Return on Equity (RoE) (%) 9.25% 26.24% 27.71%
Return on Capital Employed (%) 9.32% 22.34% 14.11%
Property, plant and equipment (in Rs million) 23.95 23.42 756.70
Net Fixed Asset Turnover Ratio (in times) 50.09 52.75 4.44
Debt to Equity Ratio (in times) 1.25 0.80 1.63
Debt Service Coverage Ratio (in times) 1.97 4.18 3.40
Current Ratio 1.64 1.98 1.96
Debtor Days 110 130 51
Creditor Days 14 29 11
Inventory Days 52 28 56
Working Cycle 148 129 96
Source: Company Annual Reports, CareEdge Research
218Deon Energy Ltd
Deon Energy Ltd was founded in 2020 as a partnership firm under the name M/s Deon Energy in Gujarat, and later converted into
a private limited company in 2024. The company offers renewable energy solutions, with a focus on engineering, procurement, and
construction (EPC) of solar energy projects on a turnkey basis. It primarily serves to the commercial and industrial (C&I) segment
in Gujarat. Its operations includes both ground-mounted and rooftop solar EPC projects. Their total installed capacity is
approximately 140 MW across Gujarat.
In addition to EPC services, they also provides operations and maintenance (O&M) services for most of the solar power plants it
has built. The services include cleaning, repairs, maintenance, replacement of equipment of solar panels, inverters, and cables, as
well as security of the power plants. The scope of O&M varies depending on agreements with clients.
Financial Parameters FY23 FY24 FY25
Revenue From operations (in Rs millions) 418.36 684.26 2,988.02
EBITDA (in Rs millions) 5.70 48.05 354.13
EBITDA Margin (%) 1.36% 7.02% 11.85%
Profit/(loss) after tax for the year/ period (in Rs millions) 2.22 29.93 261.58
PAT Margin (%) 0.53% 4.37% 8.75%
Return on Equity (RoE) (%) 20.65% 142.06% 181.96%
Return on Capital Employed (%) 27.05% 117.28% 118.72%
Property, plant and equipment (in Rs million) 5.79 13.32 20.12
Net Fixed Asset Turnover Ratio (in times) 72.31 51.37 146.76
Debt to Equity Ratio (in times) 0.35 0.23 0.15
Debt Service Coverage Ratio (in times) 4.22 38.43 2,210.67
Current Ratio 1.06 1.06 1.80
Debtor Days 9 23 6
Creditor Days 10 16 4
Inventory Days 34 77 41
Working Cycle 33 84 43
Source: Company Annual Reports, CareEdge Research
219Parameter Formula
Net Sales / Revenue Revenue from Operations
Cost of material consumed + Purchase Stock in Trade - Changes in inventories of finished goods, stock-in-
COGS
trade and work-in-progress
Gross Profit Revenue from Operations - COGS
Gross Profit Margin Gross Profit / Revenue from operations
EBITDA PBT + Interest Cost + Depreciation & Amortization - Other income - Profit from associates
EBITDA Margin EBITDA/ Revenue from operations
EBIT EBITDA - Depreciation & Amortization
EBIT Margin EBIT/ Revenue from operations
PAT Margin Profit after Tax/ Revenue from operations
Debt Long term Borrowings + Short term Borrowings
Cash Cash + Bank
Fixed Assets Gross Fixed Assets
Debt to Equity Debt/ Total Equity
Return on Equity (ROE) PAT/ Average Total Equity
EBIT/ Total Capital Employed Total Capital Employed
Return on Capital
Employed (ROCE) Total Capital Employed = (Total equity + Total borrowings + Deferred Tax Liabilities - Intangible Assets)
Current Ratio Current Assets/ Current Liabilities
Debtor Days (Debtors/ Revenue from operations)*365
Creditor Days (Creditors/ Total Expenses)*365
Inventory Days (Inventory/Cost of Goods Sold)*365
Working Cycle Debtor Days + Inventory Days - Creditor Days
Debt Service Coverage (Profit after tax + interest expenses + Depreciation and amortisation expenses+(Profit)/Loss on sale of fixed
Ratio (DSCR) assets) / (Total interest and principal repayments.)
Net Fixed Asset Turnover
Ratio Revenue from operation/ Fixed Assets (Net)
220OUR BUSINESS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated
Financial Information on page 317.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and
references to a particular fiscal year, are to the 12 months ended March 31 of that particular year. Unless otherwise indicated
or the context otherwise requires, the financial information for the Fiscals 2025, 2024, and 2023, included herein is based
on or derived from our Restated Financial Information included in this Draft Red Herring Prospectus. For details, please
see “Restated Financial Information” beginning on page 317. The Restated Financial Information is based on our audited
financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our
audited financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material
respects with IFRS and U.S. GAAP. For details, see “Risk Factor 63- Significant differences exist between Ind-AS and other
accounting principles, such as U.S. GAAP and IFRS, which may be material to the financial statements prepared and
presented in accordance with Ind-AS contained in this Draft Red Herring Prospectus on Page no. 76.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Solar
Power EPC Sector” dated September 23, 2025 (the “CARE Report”), prepared and issued by CARE Analytics and Advisory
Private Limited (“CareEdge Research”), which was exclusively commissioned and paid for by our Company for the Issue,
and was prepared and released by CareEdge Research, who were appointed by us pursuant to the engagement letter dated
June 25, 2025. CareEdge Research is not, and has not in the past, been engaged or interested in the formation, or promotion,
or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors,
Promoters, KMPs, SMPs, nor the BRLM are a related party to CareEdge Research as per the definition of “related party”
under the Companies Act, 2013. The data included herein includes excerpts from the Industry Report which may have been
re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of
specific dates and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may
be as of such dates. CareEdge Research has prepared this study in an independent and objective manner, and it has taken
all reasonable care to ensure its accuracy and completeness. A copy of the Industry Report will be available on the website
of our Company https://www.deonenergy.in/ . Further, the CARE Report is not a recommendation to invest or disinvest in
any company covered in the CARE Report. Prospective investors are advised not to unduly rely on the CARE Report. For
more information and risks in relation to commissioned reports, please see “Risk Factors 54 - Extracts of industry
information included in this Draft Red Herring Prospectus has been derived from an industry report prepared by CARE
Analytics and Advisory Private Limited(“CareEdge Research”), exclusively commissioned and paid for by us exclusively in
connection with the Issue. Any reliance on such information for making an investment decision in the Issue is subject to
inherent risks.” on page 74. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry
and Market Data” on page 21.
This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions,
estimates and uncertainties. Our actual results could differ from those anticipated in these forward- looking statements as a
result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus.
For details, see “Forward-Looking Statements” on page23. For details relating to the defined terms in the section, please
see “Definitions and Abbreviations” beginning on page 1.
On April 11, 2024, M/s. Deon Energy (“Partnership Firm”) got converted into private limited company under the Companies
Act, 2013 with the name “Deon Energy Private Limited” and a certificate of incorporation dated April 11, 2024, was issued
by the Registrar of Companies, Central Registration Centre. Since, our Company was previously a partnership firm,
accordingly, the restated financial statements have been prepared on the basis of Audited Financial Statements of the
Company for the financial year ended 2025 and Special Purpose Ind AS Financial Statements for the financial year 2024
and 2023 prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following
accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date
of April 1, 2021 and as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR) Regulations.
Further, our Company has a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited incorporated
on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated on September
12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three Private Limited
incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01, 2025 and Deon
Energy Five Private Limited incorporated on August 29, 2025. Accordingly, our restated financial information are prepared
on the basis of Standalone Audited Financial Statements for the financial years ended 2025, 2024 and 2023.
221The following information is qualified in its entirety by, and should be read together with, the more detailed financial
and other information included in this Draft Red Herring Prospectus, including the information contained in “Risk
Factors”, “Industry Overview”, “Other Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 38, 135, 356 and 358 respectively.
OVERVIEW
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
Since our inception in 2020 to March 31, 2025, we have successfully executed 78 solar power projects with a total installed
capacity of 140.29 MWDC (Megawatt Direct Current) and 118.80 MWAC (Megawatt Alternating Current). According to
the CARE Report, As of FY25, India’s total solar installed capacity stood at 105.65 GW, accounting 22% of the installed
power generation capacity and 49.7% total renewable energy capacity. This comprises 81.9 GW from ground-mounted solar
plants, 17.0 GW from grid-connected solar rooftops, 2.8 GW from hybrid projects and 4.7 GW from off-grid solar systems.
Over the FY20 to FY25, the segment registered CAGR of 29.67%, albeit from a low base, solar power additions in FY25
were higher, at 23.83 GW (vs. 15.03 GW in FY24) (Source: Care Report). For the Financial Year 2025, our revenue from
operations was ₹ 2,988.02 Million, increasing from ₹ 684.26 Million for the Financial Year 2024 and ₹ 418.36 Million for
the Financial Year 2023, growing at a CAGR of 167.25% between the Financial Years 2023 and 2025. Our order book,
which we define as the amount payable to us under our EPC contracts minus the revenue already recognized from those
contracts (“Order Book”), was ₹5,051.55 million as at August 31, 2025. Our EPC clients include prominent organizations
such as Omax Cotspin Private Limited, Fiotex Cotspin Private Limited, Megacity Vitrified LLP, Velloza Granito LLP, Itacon
Granito Private Limited and others.
We execute independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted
and roof-top solar EPC Projects which are as follows:
Ground-mounted solar power projects Ground mounted solar projects have photovoltaic modules installed on open land
using mounting structures, these are installed in open fields, industrial areas, or barren land. This segment makes up the
largest share of India’s solar installations, with approximately 81.0 GW of capacity as of Mar 2025, and are primarily used
for large-scale grid-connected power generation. (Source: CARE Report).
222Rooftop solar power projects A rooftop solar power system is a photovoltaic system which is mounted on the rooftop of a
residential or commercial building or structure. The rooftop solar sector also grew 12% with 5.15 GW of new capacity
additions as compared to previous year at 4.95 GW in 2024. This helped provide electricity to rural areas and improve energy
access. (Source: CARE Report).
Operations and Maintenance (“O&M”)
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report).
During Fiscal 2025, we provided O&M services for 44 solar power plants with a total installed capacity of 127.79 MW DC
and 107.98 MW AC. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients
outsource O&M services to other agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to
supervise these operations. We manage our O&M services (technical and non-technical manpower) as per our clients’ O&M
requirements. Our O&M services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels,
invertors, cables and other equipment and security of the power plant, the O&M activities may also vary on the basis of the
agreements entered by our Company with the clients as per their requirements. Our Company also takes the initiative of
monitoring power plant generation on daily basis and the noting is prepared and submitted to the clients. As on August 31,
2025, our Company has entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax
Cotspin Private Limited, Fiotex Cotspin Private Limited and Shaldip Coating LLP.
Our monitoring and maintenance capabilities extend to robust remote system monitoring, facilitated by GSM data loggers
and Supervisory Control and Data Acquisition (“SCADA”) system implementation, ensuring oversight of system
parameters. SCADA systems are used for controlling, monitoring, and analyzing industrial devices and processes. The
system consists of both software and hardware components and enables remote and on-site gathering of data from industrial
equipment. Through our remote system monitoring process, we ensure swift fault detection and resolution, which are
paramount to maintaining uninterrupted functionality of our clients’ solar power systems.
Our Company is also involved in sale of other Solar components which are shown in the financial statements. Our Company
in rare case sell solar components without any EPC services being provided to such clients. These sales are infrequent and
we do not actively engage in trading of solar components.
The table below sets forth a breakdown of our revenue from operations for the fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Capacit Capacit
Revenue Revenue Revenue
Particulars ₹ in y ₹ in Capacity ₹ in y
from from from
million (MWD million (MWDC) million (MWD
Operation Operation Operation
C) C)
s s s
Revenue from
Contract with
Customers:
Revenue from
2,953.31 87.73 98.84% 658.81 19.53 96.28% 382.06 16.34 91.32%
EPC Contracts
Of which:
Revenue from
EPC of
ground-mounted 2,853.66 84.20 95.50% 398.79 12.70 58.28% 127.84 12.80 30.56%
solar power
projects
Revenue from
EPC of rooftop
99.65 3.53 3.34% 260.01 6.83 38.00% 254.22 3.54 60.77%
solar power
projects
223Revenue from
trading of solar 6.53 - 0.22% 18.46 - 2.70% 33.47 - 8.00%
components
Revenue from
operations and
28.18 85.50 0.94% 6.99 17.00 1.02% 2.83 13.80 0.68%
maintenance
services
Revenue from
100.00 100.00
Contract with 2,988.02 - 100.00% 684.26 - 418.36 -
% %
Customers
Other
operating - - - - - - - - -
revenue
Revenue from 100.00 100.00
2,988.02 - 100.00% 684.26 - 418.36 -
Operations % %
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Our Company was originally formed as a partnership firm under the name of “M/s Deon Energy” at Gujarat, India, pursuant
to a partnership deed dated June 23, 2020 which was registered under the Indian Partnership Act, 1932 with the Registrar of
Firms, Gujarat, with Dharmesh Ashokbhai Makadiya and Chiragbhai Dineshbhai Kalariya being the partners in the firm,
which was subsequently amended on July 18, 2023 and February 01, 2024 (collectively, the “Partnership Deed”).
Subsequently, the partnership firm was converted to our Company in the year 2024 as a Private Limited Company under the
name Deon Energy Private Limited vide Certificate of Incorporation dated April 11, 2024 issued by Registrar of Companies,
Central Registration Centre with Dharmesh Ashokbhai Makadiya, Archanaben Kalariya and Bhargav Chaturbhai Kavar as
the initial subscribers to the Memorandum of Association of our Company. Our Company changed its name to Deon Energy
Limited pursuant to conversion of Private Limited to Public Limited Company vide Fresh Certificate of Incorporation dated
May 13, 2025 issued by Central Processing Centre. Our Company was established with a focus on solar power projects, and
we commissioned our first roof-top EPC solar project in the year 2020 and our first Ground Mounted solar project in the
year 2021.
Our company have the registered office at Block D-604-605-606 6th Floor, Westgate, S. G. Highway, Near YMCA Club,
Makarba, Jivraj Park, Ahmedabad, Gujarat, India, 380051, also we have majority of the branch office located at Morbi and
Rajkot, Gujarat for the convenience purpose to visit the operational sites, for further details with respect to the properties,
please see heading “Our Properties” in this chapter. Our 100% revenue is from domestic market particularly from the state
of Gujarat in fiscal 2025 and 2024 and in Fiscal 2023, our revenues were primarily derived from Gujarat and Maharashtra.
Our revenue from domestic sales was ₹ 2,988.02 million, ₹ 684.26 million, and ₹ 418.36 million, which contributed 100%
for the financial years ended 2025, 2024 and 2023 of our Revenue from Operations.
We source the components we need to construct solar EPC power projects, including solar panels from third-party suppliers.
Accordingly, Our Company maintains a base of strong suppliers who consistently provide components of appropriate quality
as per our requirements. We usually do not enter into long-term supply contracts with any of our suppliers. We have domestic
purchase of various solar components considering factors such as quality, price, lead time, inventory levels, credit terms and
most importantly end user approvals. In domestic market we majorly procure components from Renewsys India Private
Limited, Sunchaser Structures Private Limited, Goldi Sun Private Limited on the purchases made for the financial years
ended March 31, 2025, 2024 and 2023. We utilize software, such as PVsyst, AutoCad and SketchUp, in relation to project
management, engineering and design across our projects.
We are certified under the ISO 9001:2015 Quality Management System (QMS), ISO 14001:2015 environmental
Management system and ISO 45001:2018 occupational, health and safety system standard.
To manage our sales, we have dedicated Sales Manager handling all the sales from the Registered Office. The Sales manager
is primarily responsible for generating enquiries, soliciting orders from customers and conducting negotiations with them.
They are also engaged in the marketing activities such as market research, information gathering, participating in exhibitions,
conducting customer visits and liasoning with the government bodies. We also employ multiple sales and revenue channels
to drive business growth and establish our prominence in the solar industry. Our approach is focused on catering to different
market segments, including large-scale industrial and utility clients.
Current Initiatives
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification with following expansion into different business model:
224Third-Party Sale:
Consumer signs Power Purchase Agreement (PPA) in Independent Power Producer (IPP) segment.
According to CARE Report, IPP in solar stand for an Independent Power Producer, that a private developer or operator
builds, owns, finances, and operates solar energy generating assets and sells power through long-term PPAs that it distributes
to utilities or commercial and industrial users. The different models in which an IPP functions is based on how the power
generated is sold or distributed. Solar capacity has grown more than 35 times from 2.82 GW in 2014 to 105.65 GW in 2025,
and this policy-driven expansion has also supported the growth of IPPs in the sector (Source: CARE report).
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of
solar power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with
an installed capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number
was 137 and New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village,
Dhrangadhra taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled
“Government and other approvals” on page no. 399 of this Draft Red Herring Prospectus.
• Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power Project
for which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number 174,
Ingorala village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated
July 10, 2025, for further details see chapter titled “Government and other approvals” on page no. 401 of this Draft
Red Herring Prospectus, further our Company is yet to enter into any PPA Agreement with the clients for sale of solar
power.
• our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon
Energy Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated
on September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose
vehicle, in which we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further
details, please see chapter titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring
Prospectus.
Our Company is currently promoted by Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben
Kalariya and Bhargav Chaturbhai Kavar. Our Promoters manage and control the major affairs of our business operations
with their considerable experience in our Industry. Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya
Archanaben Kalariya and Bhargav Chaturbhai Kavar have experience of 12 years, 5 years, 3 years and 2 years respectively
into the solar industry. Their deep understanding of the industry, combined with his management skills, has enabled the
Company to execute large-scale solar projects and develop innovative energy solutions, positioning it as one of the key
players in the renewable energy market For more details, please see the chapter titled, “Our Management” and “Our
Promoters and Promoter Group” on page 284 and 309of this Draft Red Herring Prospectus. We also have a pool of skilled
designers and experienced work force some of whom have been working in our organization from the date of inception of
our business operations, determining the solar requirements for the clients as per client’s requirement. Besides this, they also
assist our customers at all stages right from choosing the right material to commissioning of the projects as per their design
layout for the Solar Project.
We believe that our continued focus on larger solar projects, technological advancement and efficient procurement,
productivity improvements have enabled us to keep our operating costs under control and improve our profitability and boost
economies of scale which will ultimately integrate the growth of our economy. In Fiscal 2025, we recorded a year-on-year
revenue growth of 336.68%, backed by a strong recovery in volumes, with a healthy return on capital employed (“ROCE”)
of 118.72%, Our restated profit after tax increased to ₹261.58 million in Fiscal 2025 from ₹ 29.93 million in the Fiscal 2024.
Our operating margin was approximately 11.85% in Fiscal 2025, as compared to approximately 7.02% in Fiscal 2024. We
recorded a debt-to-equity ratio of 0.15 in Fiscal 2025.
Our Market Opportunity (Source: CARE Report)
225According to the CARE Report, over the years, India's solar energy sector has emerged as a key participant in grid-connected
power generation capacity. It contributes to the government's objective of sustainable growth while evolving as a key anchor
in meeting the nation's energy demands and ensuring energy security.
1. Rising Energy Demand
As India continues to experience rapid urbanisation and economic growth, the demand for energy is soaring. The increasing
population and expanding industries are straining the existing power infrastructure, making it imperative to find sustainable
solutions. Renewable energy sources, such as solar and wind, offer a viable alternative to traditional fossil fuels, which are
often subject to price volatility and supply constraints. This rising energy demand not only highlights the need for more
power generation capacity but also underscores the importance of transitioning to cleaner energy sources that can support
long-term growth without compromising environmental integrity.
2. Growing market potential
The government of India has set ambitious RE target of 500 GW by 2030, this has given rise to increase in demand for solar
EPC. The all-India energy requirement is expected to increase by 6.13% by 2027 and given the RE push from the government
backed initiatives and well-defined policy measures has made the solar EPC sector more attractive.
3. Potential of Solar Power
There has been a significant shift globally in the generation capacity mix due to the growing environmental concerns and
climate change. India is an active participant and has taken initiatives toward sustainable development and cleaner
environment, including significant additions of renewable energy generation capacity. Further, India ranks 4th in the world,
leading the global renewable energy growth. In technology-specific installed capacity, India ranks 4th in onshore wind, 3rd in
Solar and Bioenergy, and 6th in Hydro as per the International Renewable Energy Agency (IRENA) renewable capacity
statistics 2025. India has a solar potential of 749 GW with installed capacity of 116 GW as of June’25. The installed capacity
is only around 15.49% of that of the potential indicating a significant untapped potential (Source: CARE Report).
KEY PERFORMANCE INDICATORS OF OUR COMPANY
The table below also sets forth Financial and Operational KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Deon Energy Limited
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue From operations (₹ in millions) (1) 2,988.02 684.26 418.36
EBITDA (₹ in millions) (2) 354.13 48.05 5.70
EBITDA Margin (%) (3) 11.85% 7.02% 1.36%
Profit/(loss) after tax for the year (₹ in millions) (4) 261.58 29.93 2.22
PAT Margin (%) (5) 8.75% 4.37% 0.53%
Return on Equity (RoE) (%) (6) 181.96% 142.06% 20.65%
Return on Capital Employed (%) (7) 118.72% 117.28% 27.05%
Property, plant and equipment (₹ in million) 20.12 13.32 5.79
Net Fixed Asset Turnover Ratio (in Times) (8) 146.76 51.37 72.31
Debt to Equity Ratio (in Times) (9) 0.15 0.23 0.35
Debt Service Coverage Ratio (in Times) (10) 2,210.67 38.43 4.22
Current Ratio (in Times) (11) 1.80 1.06 1.06
Operational KPIs
Total number of constructed solar power projects in the year
31.00 16.00 10.00
(No. of Projects)(12)
Constructed capacity in the year (MWDC) (13) 87.73 19.53 16.34
Revenue earned from solar power projects in the year (₹ in
2,953.31 658.81 382.06
millions) (14)
Order Book of EPC Project (No of Projects) (15) 28.00 27.00 14.00
Order Book of EPC Project (MWDC) (16) 103.72 66.30 21.45
226Order Book of EPC Project (Value) (₹ in millions) (17) 2,943.99 2,215.78 783.67
Order Book of O&M Projects (No. of Projects) (18) 30.00 23.00 10.00
Order Book of O&M Projects (MWDC) (19) 84.52 62.57 14.94
Order Book of O&M Projects (Value) (₹ in millions) (20) 17.01 28.18 7.10
The above details have been certified by Shivam Soni & Co., Chartered Accountants, pursuant to their certificate dated
September 23, 2025 and has been included in “Material Contracts and Documents for Inspection – Material Documents”
on page484.
Notes:
(1) Revenue from Operations is as per the Restated Financial Information for the relevant years.
(2) EBITDA is calculated as profit before exceptional items and tax minus other income (including share of profit of
associate) plus finance costs, depreciation, and amortisation
(3) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
(4) PAT means profit for the year as appearing in the Restated Financial Information for the relevant years.
(5) PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations
(6) Return on Equity (RoE) is equal to profit for the year divided by the average total equity and is expressed as a
percentage.
(7) Return on Capital Employed is calculated as EBIT divided by total capital employed. Capital employed is calculated
as the sum of total equity and total borrowings. EBIT is calculated as EBITDA minus depreciation and amortization
(8) Net Fixed Asset Turnover ratio is calculated as Revenue from operation divided by Net fixed Asset
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity. Total Borrowings is calculated as sum
of non-current borrowings, current borrowings and lease liabilities.
(10) Debt Service Coverage Ratio is calculated as earnings available for debt services (calculated as Profit after tax +
interest expenses + Depreciation and amortisation expenses+(Profit)/Loss on sale of fixed assets) divided by Total
interest and principal repayments.
(11) Current Ratio is calculated by dividing the current assets by current liabilities.
(12) Total number of constructed solar power projects refers to the number of solar power plants that were completed
during the fiscal year.
(13) Constructed capacity refers to the total capacity of the projects completed in the respective fiscal year.
(14) Revenue earned from solar power projects in the year refers to the value of projects that were recognised as revenue
from EPCs during the respective Fiscal years.
(15) Order book of EPC Project (No of Projects) refers to the number of new EPC Solar power projects added during
the Fiscal year.
(16) Order book of EPC Project in MWDC refers to the capacity of new EPC Solar Power projects added during the
fiscal year.
(17) Order Book of EPC Project in Value means the total revenue from all new projects during the Fiscal year.
(18) Order book of O & M Service Project (No of Projects) refers to the number of new O & M service projects added
during the Fiscal year.
(19) Order book of O & M Service Project in MWDC refers to the capacity of new O & M service projects added during
the fiscal year.
(20) Order Book O & M Service Project in Value means the total revenue from all new projects during the Fiscal year.
OUR COMPETITIVE STRENGTH
(a) Solar EPC Model Catering to Commercial and Industrial Players (C & I Players)
According to Care Report, The C&I segment is increasingly looking at procuring solar power for their operations either
through rooftop solar projects or through open access. This preference is being driven by the following factors:
a) Commitment of corporates to decarbonizing their operations and supply chains, driven by environmental, social,
and governance (ESG) considerations;
b) Improvement in economic viability given the decline in project costs
Considering that the C&I segment consumes more than half of the power consumed in the country, the growing preference
of this segment towards renewable energy will drive solar capacity additions. (Source: CARE Report)
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
227model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
Set forth below are revenue break up industry wise:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ in % of revenue ₹ in % of revenue ₹ in % of revenue
million from million from million from
operations operations operations
Ceramic Industry 1,393.69 46.64 % 1.66 0.24 % 45.14 10.79 %
Textiles Industry 1,142.00 38.23 % 512.80 74.94 % 238.37 56.98 %
Polymer Industry 173.06 5.79 % 80.20 11.72 % 22.70 5.42 %
Engineering 120.50 4.03 % 64.15 9.38 % 47.31 11.31 %
Chemical Industry 5.06 0.17 % - - - -
Paper Industry 119.00 3.98 % - - - -
Oil Industry - - - - 3.49 0.83 %
Pharma Industry - - - - 25.05 5.99 %
Total Industry Wise Revenue* 2,953.31 98.84 % 658.81 96.28% 382.06 91.32%
Total Revenue 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*The above table represents the revenue generated from Solar EPC projects from various industries, however, there are
revenue from operation from O&M services and trading of solar components for which our Company cannot identify the
industry specifics.
Since our inception in 2020 to March 31, 2025, we have successfully executed 78 solar power projects with a total installed
capacity of 140.29 MWDC (Megawatt Direct Current) and 118.80 MWAC (Megawatt Alternating Current) in India.
According to the CARE Report, As of FY25, India’s total solar installed capacity stood at 105.65 GW, accounting 22% of
the installed power generation capacity and 49.7% total renewable energy capacity. This comprises 81.9 GW from ground-
mounted solar plants, 17.0 GW from grid-connected solar rooftops, 2.8 GW from hybrid projects and 4.7 GW from off-grid
solar systems. Over the FY20 to FY25, the segment registered CAGR of 29.67%, albeit from a low base, solar power
additions in FY25 were higher, at 23.83 GW (vs. 15.03 GW in FY24) (Source: CARE Report). For the Financial Year 2025,
our revenue from operations was ₹ 2,988.02 Millions, increasing from ₹ 684.26 Million for the Financial Year 2024 and ₹
418.36 Million for the Financial Year 2023, growing at a CAGR of 167.25% between the Financial Years 2023 and 2025.
(b) Robust pipeline of Ongoing Projects and Upcoming Projects providing strong visibility of cash flow
According to CARE Report, there has been a significant shift globally in the generation capacity mix due to the growing
environmental concerns and climate change. India is an active participant and has taken initiatives toward sustainable
development and cleaner environment, including significant additions of renewable energy generation capacity. Further,
India ranks 4th in the world, leading the global renewable energy growth. In technology-specific installed capacity, India
ranks 4th in onshore wind, 3rd in Solar and Bioenergy, and 6th in Hydro as per the International Renewable Energy Agency
(IRENA) renewable capacity statistics 2025. India has a solar potential of 749 GW with installed capacity of 116 GW as of
June’25. The installed capacity is only around 15.49% of that of the potential indicating a significant untapped potential
(Source: CARE Report).
As at August 31, 2025, we had an Order Book of ₹5,051.55 million.
The table below sets forth details of our Order Book for solar EPC and O&M as at the end of the period and fiscal years
indicated:
(₹ in millions)
For the period For the year For the year For the year
Particulars ended August 31, ended March 31, ended March ended March 31,
2025 2025 31, 2024 2023
Opening balance of Revenue 2,049.54 2,070.03 491.86 85.98
Projects Added during the year 4,219.48 2,961.00 2,243.96 790.77
228Revenue Recognized during the year 1,217.47 2,981.49 665.80 384.89
On-going Orders 5,051.55 2,049.54* 2,070.03* 491.86*
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*The figures mentioned in the respective fiscals represent the orders which were on-going during those respective fiscal
years, however, those figures are included in the on-going orders as at August 31, 2025. Accordingly, the above figures are
mentioned only to reflect the movement of the solar projects in those particular years.
For more details on our Order Book, see “Business Overview – Our Services-EPC-Order Book” beginning on page 243.
Our emphasis on quality execution and customer management is a cornerstone of our business leading to a consistent growth
in our Order Book. Our commitment to delivering projects that meet the client expectations has fostered lasting relationships.
Our strong relationship with our existing customers has resulted in increased orders from other customers.
(c) Marquee client base with proven track record of successful project execution in Gujarat
Our client base and robust project execution capabilities are cornerstones of our success Our Company is currently promoted
by Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben Kalariya and Bhargav Chaturbhai Kavar.
Our Promoters manage and control the major affairs of our business operations with their considerable experience in our
Industry. Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya Archanaben Kalariya and Bhargav Chaturbhai
Kavar have experience of 12 years, 5 years, 3 years and 2 years respectively into the solar industry successfully executing
multiple projects with our commitment to quality and long-term client relationships. Our 100% revenue is from domestic
market particularly from the state of Gujarat in fiscal 2025 and 2024 and in Fiscal 2023, our revenues were primarily derived
from Gujarat and Maharashtra. We have also engaged with several prominent clients, including but not limited to Omax
Cotspin Private Limited, Fiotix Cotspin Private Limited, Megacity Vitrified LLP, Velloza Granito LLP, Itacon Granito
Private Limited.
Our 100% of the revenue from operations have been generated from domestic market particularly from the state of Gujarat
in the fiscals 2025 and 2024 and in fiscal 2023 from the state of Gujarat as well as Maharashtra, making our business highly
dependent on demand and regulatory stability within these regions.
The following table sets forth details of revenue generated from business operations from Domestic and Export Market for
fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of revenue Revenue % of Revenue Revenue % of Revenue
(₹ in from operations (₹ in from operations (₹ in from operations
million) million) million)
Domestic 2,988.02 100% 684.26 100% 418.36 100.00%
Export - - - - - -
Revenue from 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The following table sets forth details of revenue generated from business operations from our Domestic Market for fiscals
2025, 2024 and 2023:
State Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of Revenue Revenue % of Revenue Revenue % of Revenue
(₹ in from (₹ in from (₹ in from
million) operations million) operations million) operations
Gujarat 2,988.02 100% 684.26 100% 393.17 93.98%
Maharashtra - - - - 25.19 6.02%
Revenue from
2,988.02 100.00% 684.26 100.00% 418.36 100.00%
operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
According to the CARE Report, Gujarat ranks second largest state in terms of solar power capacity installations. Gujarat has
an estimated solar potential of 35,770 MW, placing it among the top ten states in India for solar resources. The availability
of large tracts of land in districts like Kutch, Banaskantha, and Patan, along with streamlined approvals, good grid
connectivity plans (including Green Energy Corridors), and strong incentives for the developers make the state particularly
attractive for solar investment (Source: CARE Report).
229Our proven track record of successful project execution within the domestic market, underscores our commitment to
excellence and reliability. Our portfolio encompasses a diverse array of projects, spanning commercial and industrial sectors,
thereby showcasing our ability to deliver high-quality, sustainable, and innovative solutions across various domains. In the
last three Fiscals and as on the date of this Draft Red Herring Prospectus, we have completed 78 projects and as of August
31, 2025, we have 71 ongoing projects.
(d) Strong O&M Services, serving to almost all the Solar EPC Clients
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report).
During Fiscal 2025, we provided O&M services for 44 solar power plants with a total installed capacity of 127.79 MW DC
and 107.98 MW AC. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients
outsource O&M services to other agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to
supervise these operations. We manage our O&M services (technical and non-technical manpower) as per our clients’ O&M
requirements. Our O&M services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels,
invertors, cables and other equipment and security of the power plant, the O&M activities may also vary on the basis of the
agreements entered by our Company with the clients as per their requirements. Our Company also takes the initiative of
monitoring power plant generation on daily basis and the noting is prepared and submitted to the clients. As on August 31,
2025, our Company has entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax
Cotspin Private Limited, Fiotex Cotspin Private Limited and Shaldip Coating LLP.
Our monitoring and maintenance capabilities extend to robust remote system monitoring, facilitated by GSM data loggers
and Supervisory Control and Data Acquisition (“SCADA”) system implementation, ensuring oversight of system parameters.
SCADA systems are used for controlling, monitoring, and analyzing industrial devices and processes. The system consists
of both software and hardware components and enables remote and on-site gathering of data from industrial equipment.
Through our remote system monitoring process, we ensure swift fault detection and resolution, which are paramount to
maintaining uninterrupted functionality of our clients’ solar power systems.
Our commitment to delivering quality in O&M services exceeds client expectations which fosters lasting relationships. Our
strong relationship with our clients has resulted in us receiving repeat orders from our clients for renewal of O&M Services
wherein they are relieved from maintenance and repair of huge projects being commissioned.
(e) Strong Engineering, procurement and Design Team along with strong Technical Software:
An EPC company is expected to have in-depth knowledge of the equipment and its components. The sources of equipment,
warranties, and deliverables should be clearly communicated to the client. Both the project and management teams should
be experienced, with a deep understanding of the technical details of the products, utility setup, and engineering (Source:
CARE Report). Our adoption of an integrated EPC Model allows us to execute project from initiations to completion. This
model includes Procurement of components, Design and Construction of Solar Power plant, approvals and Operations and
maintenance services. Our in-house engineering team is capable of executing almost all aspects of Solar Power projects
including, Design, Engineering and construction. We believe that our strength lies in our ability to effectively manage these
complex processes, backed by our internal teams having industry expertise, ensuring efficient execution and timely delivery
of solar power projects. This allows us to offer clients an efficient solution that minimizes delays, lowers costs and reduces
the burden of assisting in identifying suitable land and securing approvals. Our in-house sales and marketing team, consisting
of 5 members as at August 31, 2025 includes individuals with engineering and management background, skilled in both the
technical details of solar power projects and commercial strategies, develops a customized project as per clients’ requirement.
This project encompasses, analysing the clients’ existing power consumption in comparison with the actual solar power
generation that can be commissioned (in MWDC and MWAC) including options for the selection of suitable technologies
available.
One of our core strengths lies in our dedicated design and engineering team, which is committed to the development of
efficient engineering solutions. Our design and engineering team, which comprises 12 employees as at August 31, 2025 has
sufficient expertise and experience in the solar energy industry. Our design and engineering team is well-equipped to deliver
customized design and execution solutions tailored to meet the unique needs of each project. Our design and engineering
team employs design software, such as PVsyst, AutoCad and SketchUp, to maximize land use in renewable energy power
230plant design. By closely collaborating with our clients and leveraging our technologies, our design and engineering team
develops solutions for customised solar energy generation.
Further, our strength lies in our approach towards the procurement process, which is guided by our market knowledge and
vendor relationships. We purchase materials from suppliers, which also helps us mitigate any delays and quality related risks.
Our in-house engineering team conducts pre-dispatch inspection at the suppliers’ location to ensure the adequate performance
of solar modules, transformers and other major equipment. Through efficient supply chain management practices, we ensure
timely delivery of materials and components, minimizing project delays.
Our project management team and quality, health and safety team supervise construction to help ensure that our projects are
executed on time and with safety standards.
(f) Experienced Promoters and Key Management Personnel with Experience Across the Renewable Energy Sector
We have an experienced management team led by our Promoters, Dharmesh Ashokbhai Makadiya, Chairman and Managing
Director, Chiragbhai Dineshbhai Kalariya, Whole-Time Director, Archanaben Kalariya, Executive Director and Bhargav
Chaturbhai Kavar, Executive Director and Chief Financial Officer, having experience of 12 years, 5 years, 3 years and 2
years respectively into the solar industry successfully executing multiple projects with our commitment to quality and long-
term client relationships. Our Promoters’ expertise spans across the various aspects of our business, including customer
acquisition, project management, client relationships and strategic growth initiatives. Our Promoters’ vast experience and
involvement in our day-to-day operations have played a pivotal role in our growth and success to date.
We also benefit from the support and experience of Bhargav Chaturbhai Kavar, one of the Executive Directors and Chief
Finance Officer; Jeeveka Narendra Tharwani, Company Secretary and Compliance Officer; Vishal Desani, General
Manager; Mehulkumar Bhimjibhai Gajera, Revenue Manager; Parth Kagathara, Technical Head. For further details, see
“Our Management” on page 284. Our management team is qualified to manage our operations and future expansion plans.
OUR STRATEGIES
(a) Leverage the growth of the Indian solar energy sector and expand the business operations
According to the CARE Report, over the years, India's solar energy sector has emerged as a key participant in grid-connected
power generation capacity. It contributes to the government's objective of sustainable growth while evolving as a key anchor
in meeting the nation's energy demands and ensuring energy security. The government of India has set ambitious RE target
of 500 GW by 2030, this has given rise to increase in demand for solar EPC. The all-India energy requirement is expected
to increase by 6.13% by 2027 and given the RE push from the government backed initiatives and well-defined policy
measures has made the solar EPC sector more attractive.
Further, Gujarat ranks second largest state in terms of solar power capacity installations. Gujarat has an estimated solar
potential of 35,770 MW, placing it among the top ten states in India for solar resources. The availability of large tracts of
land in districts like Kutch, Banaskantha, and Patan, along with streamlined approvals, good grid connectivity plans
(including Green Energy Corridors), and strong incentives for the developers make the state particularly attractive for solar
investment. Further, India has a solar potential of 748 GW, if solar PV modules cover 3% of the waste land area. The top
three states with highest solar potential are Rajasthan, Gujarat and Maharashtra accounting for 42% of total potential and top
ten states account for around 75% of the total solar potential (Source: CARE Report).
In light of these developments, we are strategically positioned to leverage the growth of the Indian solar energy sector and
expand our domestic operations and clientele base. We have developed a comprehensive strategy to drive domestic expansion
and enhance our market position. Our approach includes a continued focus on our solar EPC business, aimed at improving
execution efficiency and selectively expanding our geographical footprint across India, specifically in Gujarat State. Also,
our Company has initiated an expansion in the state of Maharashtra by taking a property on lease basis to operate as a branch
office, for more details, see the section titled “Our Properties” on page no. 257 under this chapter. We are diversifying
beyond solar EPC projects by leveraging our existing capabilities and placing a strong emphasis on growing our solar EPC
business. Our expertise extends to assisting clients with critical aspects of land acquisition, including overcoming regulatory
challenges from local authorities, facilitating procurement of government approvals and addressing land conversion delays.
We have secured an EPC contract for ground-mounted and roof top solar plants with capacities of 84.20 MWDC and 3.53
MWDC in 2025, 12.70 MWDC and 6.83 MWDC in 2024, and 12.80 MWDC and 3.54 MWDC in 2023. We are actively
pursuing more opportunities in other states such as Maharashtra, where we aim to implement Solar EPC projects effectively.
We believe there is a substantial opportunity to grow our clientele base in existing and new markets through a combination
of our track record in the regions in which we operate and our relationships with key stakeholders in the solar power industry.
231We intend to enhance our sourcing capabilities by continuing to invest in our business development, marketing functions to
optimize our ability to identify, evaluate and win new clients. We also intend to continue building relationships with our
existing clients and other key stakeholders, such as engineers, suppliers and consultants. Our strategy is to connect our clients
to such key stakeholders and reduce the number of service providers they need to engage with, with an objective of saving
them time and costs. For this, we intend to continue collaborating with such key stakeholders to position ourselves as an EPC
player for developing power projects.
(b) Diversification into third-party power plant models through Independent Power Producer (IPP)
We plan to utilize our expertise in setting up renewable energy projects on a turnkey basis and our asset management
capabilities to develop solar power projects through Independent Power Producer (IPP).
Current Initiatives
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification with following expansion into different business model:
Third-Party Sale:
Consumer signs Power Purchase Agreement (PPA) in Independent Power Producer (IPP) segment.
According to CARE Report, IPP in solar stand for an Independent Power Producer, that a private developer or operator
builds, owns, finances, and operates solar energy generating assets and sells power through long-term PPAs that it distributes
to utilities or commercial and industrial users. The different models in which an IPP functions is based on how the power
generated is sold or distributed. Solar capacity has grown more than 35 times from 2.82 GW in 2014 to 105.65 GW in 2025,
and this policy-driven expansion has also supported the growth of IPPs in the sector (Source: CARE report).
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of
solar power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with
an installed capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number
was 137 and New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village,
Dhrangadhra taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled
“Government and other approvals” on page no. 399 of this Draft Red Herring Prospectus.
• • Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power
Project for which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number
174, Ingorala village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated
July 10, 2025, for further details see chapter titled “Government and other approvals” on page no. 399 of this Draft
Red Herring Prospectus, further our Company is yet to enter into any PPA Agreement with the clients for sale of solar
power.
• our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon
Energy Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated
on September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose
vehicle, in which we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further
details, please see chapter titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring
Prospectus.
This strategic restructuring through the formation of subsidiaries and step-down subsidiaries is not just a structural realignment
— it is a forward-looking move to build a resilient, agile, and investment-ready corporate group in the fast-transforming
renewable energy landscape. We seek to proceed with the creation and registration of relevant legal entities in alignment with
business requirements, regulatory compliance, and investment plans.
(c) Enhance operational controls to ensure timely completion of Service
232According to CARE Report, amongst the renewable power sources, solar is the least expensive technology, as per MW basis.
Further, the construction timeline of solar capacities is also lower compared to most other power generation technologies.
Considering the shorter construction timelines, the construction risk for solar power is lower (Source: CARE Report).
We continue to focus on enhancing operational controls and cost efficiencies through optimal service quality & cost
management. Our ability to provide timely completion of service and quality service is key to our reputation and further
expansion of our business. We will also continue to implement various measures aimed at incremental improvement in
operational efficiencies. We also continue to adopt industry best practices and training for our employees to provide best
services to our customers.
OUR GEOGRAPHICAL PRESENCE
Our 100% of the revenue from operations have been generated from domestic market particularly from the state of Gujarat
in the fiscals 2025 and 2024 and in fiscal 2023 from the state of Gujarat as well as Maharashtra, making our business highly
dependent on demand and regulatory stability within these regions.
The following table sets forth details of revenue generated from business operations from Domestic and Export Market for
fiscals 2025, 2024 and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from (₹ in from (₹ in from
million) operations million) operations million) operations
Domestic 2,988.02 100% 684.26 100% 418.36 100.00%
Export - - - - - -
Revenue from operations 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The following table sets forth details of revenue generated from business operations from our Domestic Market for fiscals
2025, 2024 and 2023:
State Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of revenue Revenue % of revenue Revenue % of revenue
(₹ in from (₹ in from (₹ in from
million) operations million) operations million) operations
Gujarat 2,988.02 100% 684.26 100% 393.17 93.98%
Maharashtra - - - - 25.19 6.02%
Revenue from operations 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
According to the CARE Report, Gujarat ranks second largest state in terms of solar power capacity installations. Gujarat has
an estimated solar potential of 35,770 MW, placing it among the top ten states in India for solar resources. The availability
of large tracts of land in districts like Kutch, Banaskantha, and Patan, along with streamlined approvals, good grid
233connectivity plans (including Green Energy Corridors), and strong incentives for the developers make the state particularly
attractive for solar investment (Source: CARE Report).
OUR SERVICES
SOLAR EPC PROJECTS:
Solar EPC refers to the engineering, procurement and construction services provided for setting up solar power installations.
Solar EPC companies offer comprehensive services tailored to the contract's requirements, which encompass system design,
procurement of components like solar cells and modules, installation, and project commissioning. They may also choose to
handle specific parts of the project. The Indian government's growing emphasis on renewable energy has greatly benefited
this industry. (Source: CARE Report).
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
We execute independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted
and roof-top solar EPC Projects which are as follows:
Ground-mounted solar power projects Ground mounted solar projects have photovoltaic modules installed on open land
using mounting structures, these are installed in open fields, industrial areas, or barren land. This segment make up the largest
share of India’s solar installations, with approximately 81.0 GW of capacity as of Mar 2025, and are primarily used for large-
scale grid-connected power generation. (Source: CARE Report).
Rooftop solar power projects A rooftop solar power system is a photovoltaic system which is mounted on the rooftop of a
residential or commercial building or structure. The rooftop solar sector also grew 12% with 5.15 GW of new capacity
additions as compared to previous year at 4.95 GW in 2024. This helped provide electricity to rural areas and improve energy
access. (Source: CARE Report).
Set out below are some of the Solar power plants we have provided EPC for
Few of Our Ground Mounted and Roof Top Projects:
Project Image Project Details
234Ground Mounted Project
Name of the Company: Makson Pharmaceauticals
(I) Pvt Ltd
Installed Capacity: 8 MW
Location: Surendranager, Gujarat
Industry: Pharma Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
Ground Mounted Project
Name of the Company: GRV Spintex Private
Limited
Installed Capacity: 5 MW
Location: Jamnagar, Gujarat
Industry: Textile Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
Ground Mounted Project
Name of the Company: Megacity Vitrified LLP
Installed Capacity: 4 MW
Location: Botad, Gujarat
Industry: Ceramic Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
235Ground Mounted Project
Name of the Company: Leaspin Textile LLP
Installed Capacity: 4.6 MW
Location: Aniyari, Gujarat
Industry: Textile Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
Roof Top Project
Name of the Company: Bhavani Cotspin LLP
Installed Capacity: 900 KW
Location: Dhangdhra, Gujarat
Industry: Textile Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
Roof Top Project
Name of the Company: Benani Steel
Installed Capacity: 1 MW
Location: Rajkot, Gujarat
Industry: Engineering Industry
Scope of Work: EPC Services of Solar Project
Delivery from Conception to Completion
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. We carry out complete O&M services for almost all our EPC Solar projects, however, few of
the clients outsource O&M services to other agencies, while maintaining an in-house team of 42 employees as at August 31,
2025, to supervise these operations. Our O&M services include daily cleaning of equipment, repairs, maintenance and
replacement of solar panels, invertors, cables and other equipment and security of the power plant, the O&M activities may
also vary on the basis of the agreements entered by our Company with the clients as per their requirements. Our Company
also takes the initiative of monitoring power plant generation on daily basis and the noting is prepared and submitted to the
clients.
236The table below sets forth a breakdown of our revenue from operations for the fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Particulars ₹ in Capacity Revenue ₹ in Capacity Revenue ₹ in Capacity Revenue
million (MWDC) from million (MWDC) from million (MWDC) from
Operations Operations Operations
Revenue
from
Contract
with
Customers:
Revenue
2,953.3
from EPC 87.73 98.84% 658.81 19.53 96.28% 382.06 16.34 91.32%
1
Contracts
Of which:
Revenue
from EPC
of ground- 2,853.6
84.20 95.50% 398.79 12.70 58.28% 127.84 12.80 30.56%
mounted 6
solar power
projects
Revenue
from EPC
of rooftop 99.65 3.53 3.34% 260.01 6.83 38.00% 254.22 3.54 60.77%
solar power
projects
Revenue
from
trading of 6.53 - 0.22% 18.46 - 2.70% 33.47 - 8.00%
solar
components
Revenue
from
operations
28.18 85.50 0.94% 6.99 17.00 1.02% 2.83 13.80 0.68%
and
maintenance
services
Revenue
from
2,988.0
Contract - 100.00% 684.26 - 100.00% 418.36 - 100.00%
2
with
Customers
Other
operating - - - - - - - - -
revenue
Revenue
2,988.0
from - 100.00% 684.26 - 100.00% 418.36 - 100.00%
2
Operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
OUR PROCESS
Process of ground mounted and roof top Solar EPC Projects
237As per the CARE Report, under the turnkey project structure, EPC company takes care of everything from design to execution
of the work which includes EPC. The contractor delivers a ready to use facilities. The project must be completed within an
agreed-upon budget and schedule. (Source: CARE Report).
The typical stages of an EPC projects are described below:
1. Identifying Potential Customers
Identifying potential customers is a critical step in the growth of any business, particularly for renewable energy solutions
like solar power. Most of our new clients come through referrals from our existing clients, which speaks to the strength of
our customer relationships and satisfaction levels.
We also receive inquiries through direct communication channels such as phone calls, as well as by gathering information
from the open market.
Potential customers typically approach us with specific needs, such as:
• Captive Use: Businesses or industries seeking to produce their own electricity for internal consumption, aiming to
reduce electricity costs and enhance sustainability.
• Third-Party Sales: Customers who wish to sell electricity generated by renewable systems to the grid or third-
party consumers, often under Power Purchase Agreements (PPAs).
By identifying these categories, we can tailor our outreach, develop targeted marketing strategies, and ensure our solutions
align with their specific needs and objectives.
2. Providing the Right Solution to the Customers
After establishing initial contact with a potential client, our next step is to provide our clients with customized solutions,
which includes analysing the clients’ existing power consumption in comparison with the actual solar power generation that
can be commissioned (in MW) including options for the selection of suitable technologies available. This process allows us
to assess the customer’s specific energy requirements and determine the most appropriate solar power solution. The analysis
is aligned with the current solar policy of the Government of Gujarat.
During the analysis, we take several factors into account:
a. Energy Consumption Patterns: We analyse the customer's energy usage patterns, including peak demand periods,
daily consumption cycles and seasonal fluctuations. This helps us determine the size and capacity of the solar system
that would meet their energy needs.
238b. Existing Energy Infrastructure: If the customer has an existing energy setup (e.g., solar, wind, or no renewable
system), we evaluate its current state and efficiency. This step is crucial because if there is an existing solar or wind
installation, we can explore options for system expansion or integration, ensuring the new solution complements
or enhances the existing infrastructure.
c. Site-Specific Conditions: The analysis also includes an assessment of the site conditions—such as available roof
or land space, orientation, shading factors, and the overall feasibility of installing a solar system at the location.
Once the analysis is complete, we conduct a comprehensive due diligence of all the gathered data. This enables us to design
the most suitable solar energy solution, considering factors such as:
• Solar system capacity
• Technology choices
• System configuration
We then present a customized proposal to the customer that outlines the recommended solar solution, system capacity,
estimated costs, projected savings, and expected ROI. This approach ensures that we not only meet their current energy needs
but also provide a scalable, cost-effective, and future-proof solution.
3. Assistance in land identification for the Project
Assisting in identifying land suitable for solar energy projects involves assessing several key factors to ensure maximum
solar efficiency and cost-effectiveness.
4.1. Solar Irradiance (Sunlight Exposure)
A critical factor influencing the performance and viability of a solar ground-mount and roof top power plant is the availability
of consistent and high solar irradiance at the proposed project site. Solar irradiance, typically measured in kilowatt-hours per
square meter per day (kWh/m²/day), directly impacts the electricity generation potential of photovoltaic (PV) modules.
4.2 Land Characteristics
The physical attributes of the land play a pivotal role in determining the feasibility, construction ease, and operational
efficiency of a ground-mounted solar power project. Optimal land characteristics contribute to minimizing site preparation
costs, improving energy generation efficiency, and ensuring long-term structural stability of the solar plant.
4.3 Accessibility and Infrastructure
The accessibility of the project site and the availability of supporting infrastructure are key determinants of both the capital
expenditure and the operational efficiency of a ground-mounted and roof top solar power plant.
Proximity to the existing power evacuation infrastructure—including transmission lines, distribution networks, and
substations—is essential for seamless grid integration. Sites located near substations or along high-voltage transmission
corridors help in minimizing transmission losses and interconnection costs, while also reducing the need for constructing
long-distance transmission lines, which can be both capital-intensive and subject to regulatory delays.
4.4 Land Use and Zoning
An essential component in the site selection process for a solar ground-mounted power plant is the evaluation of land use
regulations and zoning classifications. Prior to acquisition or long-term lease, it is critical to verify whether the land is already
zoned for industrial or utility-scale renewable energy development, or if it can be feasibly rezoned through statutory
procedures in compliance with local and regional planning frameworks.
The process typically involves consultations with urban planning departments, local governing authorities, and regulatory
bodies to assess permissible land use, obtain necessary approvals, and ensure alignment with the Master Plan or Development
Plan of the region. Early identification of zoning constraints helps to mitigate legal and procedural delays during project
development.
4.5 Environmental and Legal Constraints
Prior to finalizing land selection and commencing development activities for a solar ground-mounted power plant, it is
imperative to comprehensively evaluate the environmental and legal viability of the site. This process ensures that the
239project aligns with applicable environmental regulations, avoids potential litigation risks, and meets all statutory
requirements for sustainable infrastructure development.
On the legal front, due diligence must be carried out to verify clear and undisputed title to the land, whether it is being
purchased outright or leased for long durations. This includes:
• Conducting a title search and examining historical ownership records, revenue documents, and registration details.
• Ensuring the land is free from litigation, encroachments, restrictive covenants, or pending acquisition
proceedings by any government authority.
• Checking for the existence of easements, such as rights of way, irrigation channels, or utility lines, which may
interfere with project design or future operation.
It is also essential to review and formalize long-term lease deeds, sale agreements, or right-of-way contracts, ensuring that
all documentation is legally valid, properly executed, and registered as per applicable laws. Contracts should clearly define
the tenure, renewal conditions, land use permissions, and obligations of all parties to minimize the risk of future disputes or
termination.
4.6 Size Requirements
An essential aspect of site selection for a solar ground-mounted power plant is the availability of adequate land area to
accommodate the desired capacity of the project. The spatial requirements are influenced by various factors including panel
efficiency, mounting configuration (fixed tilt or tracking), inter-row spacing for maintenance, shading avoidance, and site-
specific topography.
As a general benchmark, to generate about 1MW of energy, approximately 4 to 5 acres of land is needed. (Report: CARE
Report).
4. Customer Letter of Intent (LOI)
Upon finalization of the solar power plant’s proposed capacity and confirmation of the designated land parcel—both
identified through detailed technical and commercial discussions with the customer—the next critical step in project initiation
involves the formalization of mutual intent to proceed with execution.
At this stage, the total project cost is comprehensively determined, factoring in elements such as land acquisition or lease,
design and engineering, procurement of solar modules and balance of system (BOS) components, construction, grid
connectivity, statutory approvals, and commissioning expenses.
Following this, a Letter of Intent (LOI) is secured from the customer. This LOI serves as a formal, non-binding declaration
from the customer indicating their serious commitment to proceed with the project under the agreed commercial and technical
terms. It outlines the project scope, estimated timelines, pricing structure, payment milestones, and other key deliverables.
5. Solar Plant Design and Layout
The design and layout of a solar ground-mounted and roof top power plant are fundamental to achieving optimal energy
output, minimizing operational risks, and ensuring long-term sustainability of the project. The design process is highly site-
specific and integrates detailed technical assessments, environmental parameters, and regulatory considerations to ensure
efficiency, safety, and compliance.
The engineering design phase begins with comprehensive site surveys and data collection, including assessments of solar
irradiance, terrain elevation, shading analysis, wind conditions, soil composition, and land boundaries. The output of these
studies guides the formulation of a customized plant layout that is both technically robust and economically viable.
6. Bill of Material (BOM) Preparation for Solar Ground Mount and roof top Power Plant
The preparation of the Bill of Material (BOM) is a critical milestone in the engineering, procurement, and construction (EPC)
planning phase of a solar ground-mounted and roof top power plant. The BOM provides a comprehensive and structured
inventory of all components, raw materials, and auxiliary items required for the successful installation, commissioning, and
long-term operation of the plant. This document serves as a key reference for procurement activities, budgeting, quality
assurance, and logistics management.
The BOM is prepared post-finalization of the solar plant’s technical design and layout, and is developed through close
coordination between the engineering, procurement, and project management teams. Each item listed in the BOM is aligned
240with the specific design parameters, performance specifications, and compliance standards set forth by the project, including
applicable Indian Standard/International Electrotechnical Commission norms and utility regulations.
7. Material Procurement and Logistics for Solar Ground Mount and roof top Power Plant
The procurement and logistics process are a cornerstone of the successful execution of a solar ground-mounted and roof top
power plant project. It ensures that all critical equipment and materials are delivered in accordance with the construction
timeline, while also maintaining cost efficiency, quality control, and regulatory compliance.
Following the finalization and approval of the Bill of Material (BOM), a structured procurement and logistics strategy is
initiated. This involves a series of interconnected activities managed by specialized teams to ensure seamless sourcing,
inspection, transportation, storage, and coordination.
8. The systematic and integrated approach to material procurement and logistics enables efficient mobilization of
resources, reduces lead times, maintains cost control, and ensures timely project execution—all of which are critical for
the successful commissioning of the solar power plant.
9. Site Preparation for Solar Ground Mount and Roof Top Power Plant
The site preparation phase is a foundational stage in the execution of a solar ground mount and roof top power plant. It
ensures that the project site is adequately developed, safe, and optimized for construction and long-term operational
efficiency. Commencing immediately after the completion of land acquisition and legal formalities, this phase integrates
civil engineering, environmental planning and logistical arrangements to create a construction-ready environment.
A carefully managed site preparation process significantly reduces construction risks, prevents project delays, and enhances
the structural integrity of the installation. The key components of this stage are as follows:
10.1 Land Clearing and Grading
All vegetation, unwanted structures, debris, and natural obstructions are removed from the site to ensure a clear working
area.
10.2 Soil Testing and Geotechnical Survey
Comprehensive soil investigations are conducted to determine the bearing capacity, composition, compaction, and
groundwater levels at the site.
11. Installation Phase
The Installation Phase is the critical stage where all design plans are transformed into an operational solar ground mount and
roof top power plant. This phase involves the physical assembly of components, including the installation of mounting
structures, solar modules, electrical systems, and site infrastructure. Ensuring quality control and safety standards during
installation is crucial to the plant’s long-term performance and reliability.
11.1 Solar Panel (Module) Installation
• Module Positioning:
o Solar PV modules are carefully positioned on the mounted structures, following the design layout to
achieve optimal tilt and exposure. The modules are secured using clamps and fasteners, ensuring that they
remain firmly in place despite external environmental factors, such as wind or severe weather conditions.
• Wiring and Connections:
o DC cables are installed to connect the solar modules in series or parallel, as per the electrical design of the
system. These connections are arranged to ensure that each string operates at the optimal voltage and
current.
o The DC cables are then routed to combiner boxes, where multiple strings of modules are joined together
before transmitting the combined electrical output to the inverters. Proper cable management is key to
preventing any electrical hazards or inefficiencies.
11.2 Inverter and Electrical System Installation
• Inverter Installation:
241o Central or string inverters are installed in designated, accessible locations on the site. These locations
are selected based on the need for easy access for maintenance and proper ventilation to maintain
optimal operating temperatures for the inverters.
o Inverter placement is critical to ensure long-term system performance and to avoid overheating, which
could lead to operational failures.
• Electrical Panel and Cabling:
o AC and DC cables are carefully routed from the inverters to the main electrical panel and grid
connection point. This network of cables is designed to facilitate seamless transmission of power from
the solar modules to the grid or on-site load.
o Electrical panels, including protection devices (such as circuit breakers, fuses, and disconnect
switches), are installed to ensure safe operation and protection from potential electrical faults.
• Earthing and Lightning Protection:
o An earthing system is meticulously installed to protect the entire system from electrical faults and to
ensure safety for both the equipment and the personnel.
o Lightning arrestors and surge protection devices (SPDs) are integrated into the electrical system to
safeguard against lightning strikes and electrical surges, ensuring the longevity and safety of the plant.
12. Commissioning Phase
The Commissioning Phase is the final step in ensuring the solar ground mount and roof top power plant operates as designed
and delivers the expected energy output. This phase involves a series of meticulous tests, system checks, and validations to
ensure that the plant is ready for full operation. Following commissioning, the plant will be officially handed over to the
client for ongoing operation and maintenance.
This structured approach to the Commissioning Phase ensures a smooth transition from construction to full operation,
meeting both regulatory requirements and project specifications while maintaining the safety and efficiency of the plant
throughout its operational life.
13. Handover
The Handover process marks the final phase of the project, transitioning the solar ground mount and roof top power plant
from construction and commissioning to full operational responsibility by the customer. This phase ensures that the plant is
fully functional, compliant with all relevant standards, and ready for use.
This approach ensures that the handover process is smooth, comprehensive, and structured, providing the customer with all
necessary tools, knowledge, and support for the successful operation and maintenance of the solar power plant.
CASE STUDY
Case Study - Ground Mount Project at Soladi – 26 MW (Combined Capacity)
Our Project, commissioned at Soladi, Gujarat, represents a combined capacity of 26 MW executed under a full EPC contract
for leading industrial clients. The project comprises ground-mounted solar power plants for captive consumers, namely Omax
Cotspin Pvt. Ltd. (9.6 MW), Fiotex Cotspin Pvt. Ltd. (7.2 MW), Agritex Enterprises LLP (4.8 MW), and Client Number 4
(4.2 MW)—primarily from the spinning and ceramic industries.
We carried out the complete scope of engineering, procurement, and construction with the support of our in-house teams.
The work spanned across land identification and acquisition, piling foundation and civil works, supply and integration of
advanced auto-tracker structures, solar modules and inverters, high-quality material procurement, erection of a 66 kV pooling
substation, development of the GETCO-side feeder bay, securing of regulatory approvals, and final grid synchronization.
The project commenced erection on May 2024 and was successfully commissioned and made fully operational by October
2024, within just Six months, despite adverse monsoon conditions. Challenges such as the remote project location, prolonged
rainfall, and soft muddy soil were effectively addressed through innovative solutions, efficient manpower deployment, and
robust project planning.
242O&M PROJECTS:
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report).
During Fiscal 2025, we provided O&M services for 44 solar power plants with a total installed capacity of 127.79 MW DC
and 107.98 MW AC. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients
outsource O&M services to other agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to
supervise these operations. We manage our O&M services (technical and non-technical manpower) as per our clients’ O&M
requirements. Our O&M services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels,
invertors, cables and other equipment and security of the power plant, the O&M activities may also vary on the basis of the
agreements entered by our Company with the clients as per their requirements. Our Company also takes the initiative of
monitoring power plant generation on daily basis and the noting is prepared and submitted to the clients. As on August 31,
2025, our Company has entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax
Cotspin Private Limited, Fiotex Cotspin Private Limited and Shaldip Coating LLP.
Our monitoring and maintenance capabilities extend to robust remote system monitoring, facilitated by GSM data loggers
and Supervisory Control and Data Acquisition (“SCADA”) system implementation, ensuring oversight of system parameters.
SCADA systems are used for controlling, monitoring, and analyzing industrial devices and processes. The system consists
of both software and hardware components and enables remote and on-site gathering of data from industrial equipment.
Through our remote system monitoring process, we ensure swift fault detection and resolution, which are paramount to
maintaining uninterrupted functionality of our clients’ solar power systems.
OUR ORDER BOOK
Our Order Book was ₹5,051.55 million as at August 31, 2025 in Solar EPC Projects.
The table below sets forth details of our Order Book for solar EPC and O&M as at the end of the period and fiscal years
indicated:
(₹ in millions)
For the period For the year For the year For the year
Particulars ended August 31, ended March 31, ended March ended March 31,
2025 2025 31, 2024 2023
Opening balance of Revenue 2,049.54 2,070.03 491.86 85.98
Projects Added during the year 4,219.48 2,961.00 2,243.96 790.77
Revenue Recognized during the year 1,217.47 2,981.49 665.80 384.89
On-going Orders 5,051.55 2,049.54* 2,070.03* 491.86*
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*The figures mentioned in the respective fiscals represent the orders which were on-going during those respective fiscal
years, however, those figures are included in the on-going orders as at August 31, 2025. Accordingly, the above figures are
mentioned only to reflect the movement of the solar projects in those particular years.
243The table below sets forth a breakdown of the projects in our Order Book as at August 31, 2025.
S. Name of Party Project Amount Capacity Capacity
No. (MWDC) (MWAC)
1 Ongoing Project 1 Ground Mounted 32.00 1.00 0.83
2 Ongoing Project 2 Ground Mounted 18.15 0.55 0.55
3 Ongoing Project 3 Ground Mounted 161.92 4.40 3.58
4 Ongoing Project 4 Ground Mounted 132.00 4.40 3.30
5 Ongoing Project 5 Ground Mounted 138.00 4.60 3.45
6 Ongoing Project 6 Ground Mounted 350.00 10.00 7.98
7 Ongoing Project 7 Ground Mounted 209.22 6.60 5.50
8 Ongoing Project 8 Ground Mounted 130.19 4.70 3.58
9 Ongoing Project 9 Ground Mounted 241.38 8.10 6.60
10 Ongoing Project 10 Ground Mounted 32.00 1.00 0.83
11 Ongoing Project 11 Ground Mounted 32.00 1.00 0.83
12 Ongoing Project 12 Ground Mounted 102.30 3.30 2.75
13 Ongoing Project 13 Ground Mounted 30.00 1.00 0.83
14 Ongoing Project 14 Ground Mounted 92.40 3.30 2.75
15 Ongoing Project 15 Ground Mounted 133.30 4.30 3.50
16 Ongoing Project 16 Ground Mounted 148.80 4.80 3.85
17 Ongoing Project 17 Ground Mounted 128.00 4.00 3.30
18 Ongoing Project 18 Ground Mounted 155.00 5.00 4.00
19 Ongoing Project 19 Ground Mounted 128.00 4.00 3.30
20 Ongoing Project 20 Ground Mounted 160.00 5.00 4.00
21 Ongoing Project 21 Ground Mounted 469.00 14.00 9.90
22 Ongoing Project 22 Ground Mounted 572.40 18.00 15.00
23 Ongoing Project 23 Ground Mounted 472.50 15.00 12.10
24 Ongoing Project 24 Ground Mounted 85.50 3.00 2.20
25 Ongoing Project 25 Ground Mounted 42.75 1.50 1.10
26 Ongoing Project 26 Ground Mounted 42.75 1.50 1.10
27 Ongoing Project 27 Ground Mounted 224.00 7.00 5.78
28 Ongoing Project 28 Ground Mounted 217.00 7.00 5.78
29 Ongoing Project 29 Ground Mounted 64.00 2.00 1.65
30 Ongoing Project 30 Ground Mounted 128.00 4.00 3.30
31 Ongoing Project 31 Ground Mounted 66.00 2.00 1.50
32 Ongoing Project 32 Rooftop 18.63 0.81 0.66
33 Ongoing Project 33 Ground Mounted 31.85 4.40 3.58
34 Ongoing Project 34 Rooftop 12.25 0.50 0.40
35 Ongoing Project 35 O&M Service 1.62 3.40 2.63
36 Ongoing Project 36 O&M Service 0.47 0.99 0.80
37 Ongoing Project 37 O&M Service 1.43 3.00 2.48
38 Ongoing Project 38 O&M Service 1.85 3.90 3.52
39 Ongoing Project 39 O&M Service 1.85 3.90 3.52
40 Ongoing Project 40 O&M Service 0.48 1.00 0.80
41 Ongoing Project 41 O&M Service 0.71 1.50 1.00
42 Ongoing Project 42 O&M Service 0.71 1.50 1.00
43 Ongoing Project 43 O&M Service 0.62 1.30 1.00
44 Ongoing Project 44 O&M Service 0.95 2.00 1.53
24445 Ongoing Project 45 O&M Service 0.48 1.00 0.83
46 Ongoing Project 46 O&M Service 0.24 0.50 0.46
47 Ongoing Project 47 O&M Service 1.66 3.50 3.30
48 Ongoing Project 48 O&M Service 1.05 2.20 1.84
49 Ongoing Project 49 O&M Service 1.19 2.50 2.10
50 Ongoing Project 50 O&M Service 0.48 1.00 0.83
51 Ongoing Project 51 O&M Service 1.19 2.50 2.20
52 Ongoing Project 52 O&M Service 1.43 3.00 2.48
53 Ongoing Project 53 O&M Service 1.43 3.00 2.48
54 Ongoing Project 54 O&M Service 2.19 4.60 3.85
55 Ongoing Project 55 O&M Service 0.95 2.00 1.65
56 Ongoing Project 56 O&M Service 0.95 2.00 1.65
57 Ongoing Project 57 O&M Service 0.95 2.00 1.65
58 Ongoing Project 58 O&M Service 5.04 9.60 7.98
59 Ongoing Project 59 O&M Service 3.78 7.20 6.00
60 Ongoing Project 60 O&M Service 2.52 4.80 4.00
61 Ongoing Project 61 O&M Service 2.21 4.20 3.50
62 Ongoing Project 62 O&M Service 0.48 1.00 0.83
63 Ongoing Project 63 O&M Service 0.48 1.00 0.83
64 Ongoing Project 64 O&M Service 0.38 0.80 0.83
65 Ongoing Project 65 O&M Service 0.48 1.00 0.83
66 Ongoing Project 66 O&M Service 1.90 4.00 3.85
67 Ongoing Project 67 O&M Service 0.62 1.30 0.99
68 Ongoing Project 68 O&M Service 1.52 3.20 2.48
69 Ongoing Project 69 O&M Service 2.19 4.60 3.85
70 Ongoing Project 70 O&M Service 2.19 4.60 3.85
71 Ongoing Project 71 O&M Service 1.66 3.50 3.03
Total 5,051.55 264.85 215.68
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
The table below sets forth a breakdown of the order book as at August 31, 2025, for EPC of ground-mounted solar power
projects, EPC of Rooftop solar power projects and O&M Services as of the date shown below:
Type of Project Order Book as of August 31, 2025
₹ in million in MWDC in MWDC
EPC of ground-mounted solar power projects 4,970.41 160.45 128.25
EPC of rooftop solar power projects 30.88 1.31 1.06
O&M Services 50.26 103.09 86.37
Total 5,051.55 264.85 215.68
Note:
Projects in our Order Book only represent business that is considered ‘firm’, although cancellations or unanticipated
variations or scope or schedule adjustments may occur. Due to changes in project scope and schedule, we cannot predict
with certainty when, or if the projects in our Order Book will be performed. In addition, when a project proceeds as
scheduled, it is possible that our clients may default and fail to pay amounts due. We cannot guarantee that the revenue
anticipated in our Order Book will be realized on time, or at all.
CLIENTS
Since our inception 5 years ago to March 31, 2025, we have successfully executed 78 solar EPC power projects with a total
installed capacity of 140.29 MWDC and 118.80 MWAC in India.
The following table sets forth details of revenue generated and contribution to total revenue from operations from our top
client, top five and top ten clients for the fiscal 2025, 2024 and 2023:
245Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Revenue Revenue Revenue
revenue revenue revenue
(₹ in (₹ in (₹ in
from from from
million) million) million)
operations operations operations
Top client 284.50 9.52% 131.29 19.19% 180.40 43.12%
Top 5 client 1,009.13 33.77% 411.82 60.18% 351.19 83.94%
Top 10 client 1,644.68 55.05% 592.33 86.54% 409.32 97.84%
Revenue from operations 2,988.02 100.00% 684.26 100.00% 418.36 100.00%
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*Our top client, top 5 clients and top 10 clients pertains to Solar EPC Projects only, since the majority of the revenue from
operations is generated from Solar EPC projects in fiscals 2025, 2024 and 2023.
The following table sets forth list of top client, top five and top ten clients for the fiscal 2025, 2024 and 2023:
March 31, 2025
Clients* Revenue (₹ in million) % of revenue from operations
Omax Cotspin Private Limited 284.50 9.52%
Fiotex Cotspin Private Limited 246.01 8.23%
Leaspin Textile LLP 186.99 6.26%
Sparten Granito Private Limited 149.38 5.00%
Agritex Enterprise LLP 142.25 4.76%
Client number 6 139.74 4.68%
Megacity Vitrified LLP 132.00 4.42%
Client number 8 127.50 4.27%
Client number 9 119.00 3.98%
Velloza Granito LLP 117.31 3.93%
Total 1,644.68 55.05%
March 31, 2024
Clients* Revenue (₹ in million) % of revenue from operations
Natural Texyarn Private Limited 131.29 19.19%
Bhavani Cotspin LLP 101.41 14.82%
Leaspin Textile LLP 63.03 9.21%
Agritex Enterprise LLP 60.99 8.91%
Nilkanth Spinning Mill 55.10 8.05%
Fiotex Cotspin Private Limited 54.90 8.02%
Client number 7 48.00 7.01%
True Colors Private Limited 30.62 4.47%
Fishfa Rubbers Limited 24.58 3.59%
Fishfa Biogenics 22.41 3.27%
Total 592.33 86.54%
March 31, 2023
Clients* Revenue (₹ in million) % of revenue from operations
Client number 1 180.40 43.12%
GRV Spintex Private Limited 57.97 13.86%
Lemzon Granito LLP 45.14 10.79%
Client number 4 42.48 10.15%
Client number 5 25.19 6.02%
Client number 6 20.36 4.87%
Client number 7 15.39 3.68%
Client number 8 10.46 2.50%
Shubh Darshan Polypack 8.44 2.02%
Client number 10 3.49 0.83%
246Total 409.32 97.84%
*We have only disclosed the names of those clients who have consented to be named in this Draft Red Herring Prospectus.
PROCUREMENT AND SUPPLIERS
Our procurement procedures are managed by our procurement team. We requisition our materials based on the bill of material
prepared by our design and engineering team, ensuring an in-house procurement process.
We source the components we need to construct power projects, including solar modules from third-party suppliers.
Accordingly, Our Company maintains a base of suppliers who consistently provide components of appropriate quality as per
our requirements. We usually do not enter into long-term supply contracts with any of our suppliers. We have 100% domestic
purchase of various solar components considering factors such as quality, price, lead time, inventory levels, credit terms and
most importantly end user approvals. We utilize software, such as PVsyst, AutoCad and SketchUp, in relation to project
management, engineering and design across our projects, which has accelerated project timelines by allowing us to plan
efficiently and streamline workflows and visualize details.
Our strength lies in our approach towards the procurement process, which is guided by our market knowledge and vendor
relationships. We purchase materials from reputable suppliers, which also helps us mitigate any delays and quality related
risks. Our in-house engineering team conducts pre-dispatch inspection at the suppliers’ location to ensure the performance
of solar modules, transformers and other major equipment.
Our Company 100% raw materials from domestic market wherein majority of the domestic purchases are from Gujarat,
Telangana and Rajasthan. This strategic decision allows us to benefit from the geographical advantages, ensuring timely
delivery of all materials.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in domestic
market and import to the % of our Purchases of Stock-in-trade are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Amount Amount Amount
Purchases of Purchases Purchases of
(₹ in (₹ in (₹ in
Stock-in- of Stock-in- Stock-in-
million) million) million)
trade trade trade
Domestic 2,565.32 100% 665.64 100% 278.24 100.00%
Import - - - - - -
Total Purchases of
2,565.32 100% 665.64 100% 278.24 100.00%
Stock-in-trade
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
For the financial years ended March 31, 2025, 2024 and 2023, our product procurement from our suppliers in domestic
market to the % of our Purchases of Stock-in-trade are as follows:
March 31, 2025
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 1,877.29 73.18 %
Telangana 595.92 23.23 %
Rajasthan 80.55 3.14 %
Delhi 6.24 0.24 %
Maharashtra 4.46 0.17 %
Tamil Nadu 0.59 0.02 %
Karnataka 0.14 0.01 %
West Bengal 0.13 0.01 %
Total 2,565.32 100.00%
March 31, 2024
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 560.70 84.23 %
Rajasthan 72.81 10.94 %
Delhi 13.76 2.07 %
Maharashtra 12.79 1.92 %
247Tamil Nadu 3.90 0.59 %
Karnataka 1.68 0.25 %
Total 665.64 100.00%
March 31, 2023
Region (Domestic) Purchases (₹ in millions) % of Purchases of Stock-in-trade
Gujarat 249.03 89.50 %
Karnataka 12.91 4.64 %
Delhi 7.64 2.75 %
Haryana 5.71 2.05 %
Tamil Nadu 2.04 0.73 %
Maharashtra 0.91 0.33 %
Total 278.24 100.00 %
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Material Procurement and Logistics for Solar Ground Mount and Roof Top Power Plant
The procurement and logistics process is a cornerstone of the successful execution of a solar ground-mounted and Roof-
Top power plant projects. It ensures that all critical equipment and materials are delivered in accordance with the construction
timeline, while also maintaining cost efficiency, quality control, and regulatory compliance.
Following the finalization and approval of the Bill of Material (BOM), a structured procurement and logistics strategy is
initiated. This involves a series of interconnected activities managed by specialized teams to ensure seamless sourcing,
inspection, transportation, storage, and coordination. The key components of the process include:
1. Vendor Selection and Purchase Order Placement
• Vendors are shortlisted and selected from a pool of pre-qualified and approved suppliers, evaluated based on their
technical competence, adherence to quality standards and track record in timely delivery.
• Competitive bidding or negotiated procurement methods are employed, depending on the component category and
urgency.
• Purchase Orders (POs) are placed for long-lead items such as PV modules, inverters, transformers, and mounting
structures, typically with milestone-based delivery schedules.
• Vendor documentation is reviewed to ensure full compliance with technical specifications, certifications and
statutory requirements before order finalization.
2. Material Quality Inspection
• Our in-house engineering team conducts pre-dispatch inspection at the suppliers’ location to ensure the performance
of solar modules, transformers and other major equipment.
248• Factory Acceptance Tests (FAT) are carried out for electrical equipment such as transformers to confirm their
operational readiness before shipment.
3. Logistics Planning
• This includes route optimization, identification of high-load or height-restricted zones, and selection of suitable
transportation modes (container trucks, flatbed trailers, etc.).
• Required permits, transit insurance, and documentation (e-way bills, lorry receipts, etc.) are arranged in advance to
avoid delays during transit.
4. Site Handling and Storage
• A dedicated material handling zone is prepared at the project site, equipped with adequate unloading, lifting, and
stacking facilities.
• Weather-sensitive materials such as solar modules, inverters, and control equipment are stored in covered sheds or
temporary shelters, with environmental monitoring if required.
5. Coordination and Reporting
• The procurement and logistics teams operate in close coordination with the engineering, project management,
and site execution teams to ensure alignment with the construction schedule.
This systematic and integrated approach to material procurement and logistics enables efficient mobilization of resources,
reduces lead times, maintains cost control, and ensures timely project execution—all of which are critical for the successful
commissioning of the solar power plant.
The table below sets forth our purchases of stock-in-trade from our top suppliers, top five suppliers and top 10 suppliers for
the Fiscals 2025, 2024 and 2023, as well as such cost as percentage of our purchases of stock-in-trade.
Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023
Cost (₹ in % of Cost (₹ in % of Cost (₹ in % of
million) Purchases million) Purchases million) Purchases
of stock-in- of stock-in- of stock-in-
trade trade trade
Top Supplier 595.93 23.23% 108.41 16.29% 71.66 25.76%
Top 5 Suppliers 1,779.91 69.39% 386.09 58.01% 151.74 54.54%
Top 10 Suppliers 2,110.78 82.28% 498.52 74.90% 195.84 70.38%
Purchases of
2,565.32 100.00% 665.64 100.00% 278.24 100.00%
stock-in-trade
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
*Our top supplier, top 5 suppliers and top 10 suppliers pertain to Solar EPC Projects only, since the majority of the
purchases are for Solar EPC projects in fiscals 2025, 2024 and 2023.
The table below sets forth list of top suppliers, top five suppliers and top 10 suppliers for the Fiscals 2025, 2024 and 2023,
as well as such cost as percentage of our purchases of stock-in-trade:
March 31, 2025
Suppliers* Purchases (₹ in million) % of Purchases of Stock-in-Trade
Renewsys India Private Limited 595.93 23.23%
Sunchaser Structures Private Limited 530.97 20.70%
Goldi Sun Private Limited 304.30 11.86%
Goldi Solar Private Limited 270.84 10.56%
Deecab Enterprise 77.87 3.04%
Supplier number 6 77.52 3.02%
SNS Corporation 76.29 2.97%
Bhavani Sales Corporation 71.56 2.79%
Synergy Transformers Private Limited 59.24 2.31%
Ascent Engineers 46.26 1.80%
Total 2,110.78 82.28%
249March 31, 2024
Suppliers* Purchases (₹ in million) % of Purchases of Stock-in-Trade
Sunchaser Structures Private Limited 108.41 16.29%
Goldi Sun Private Limited 92.86 13.95%
Supplier number 3 73.67 11.07%
Goldi Solar Private Limited 72.08 10.83%
SNS Corporation 39.07 5.87%
Supplier number 6 33.75 5.07%
Supplier number 7 24.50 3.68%
Supplier number 8 21.96 3.30%
Synergy Transformers Private Limited 16.67 2.50%
Deecab Enterprise 15.55 2.34%
Total 498.52 74.90%
March 31, 2023
Suppliers* Purchases (₹ in million) % of Purchases of Stock-in-Trade
Goldi Sun Private Limited 71.66 25.76%
Ultra Shine Solar Industries 29.39 10.56%
Supplier number 3 23.14 8.32%
Supplier number 4 13.80 4.96%
Supplier number 5 13.75 4.94%
Supplier number 6 9.75 3.50%
Supplier number 7 8.96 3.22%
Mira Enterprise 8.96 3.22%
Supplier number 9 8.58 3.08%
Supplier number 10 7.85 2.82%
Total 195.84 70.38%
*We have only disclosed the names of those suppliers who have consented to be named in this Draft Red Herring Prospectus.
COMPETITION
According to CARE Report, the competitive landscape in the solar EPC industry is dynamic and evolving. The market is
witnessing strong competition based on factors such as product features, pricing, brand reputation, after-sales service, and
technological advancements. While established brands hold significant market share, emerging players are challenging the
status quo with innovative solutions and competitive pricing (Source: CARE report). Our business may face significant
competition from domestic companies. Few of our competitors may win market share from us by providing lower cost
services to our clients, with or without adversely affecting their profit margins or by offering technologically advanced
services.
For details in relation to a comparison of the KPIs and certain Ind AS financial measures of our Company with our peer
group, see “Basis for Issue Price – Comparisons of KPIs with our peers listed in India” on page 126.
LIST OF TOOLS AND TESTING SOLAR COMPONENTS
Following is the list of tools and testing Solar Components as on March 31, 2025:
Sr. Name of Machines Year of Owned/Leased Quantity Purpose
No. Purchase
1. High Voltage Surge Tester (The 2024 Owned 1 Cable Fault Finding
Motwane Mnf Company Pvt
Ltd)
2. Surge Wave Receiver Model 2024 Owned 1 Cable Fault Finding
(The Motwane Mnf Company
Pvt Ltd)
3. Digital Insutester IT1 (The 2022 Owned 1 Measuring Insulation
Motwane Mnf Company Pvt Strength of product
Ltd)
250Sr. Name of Machines Year of Owned/Leased Quantity Purpose
No. Purchase
4. Digital Earth Tester (WACO) 2021,2024 Owned 2 Earthing Resistance
Measurement
5. Metravi Digital Clamp Meter 2023, 2024, Owned 30 Measurement Purpose
Solar 2A 2025
6. Metravi Cable Tester CFL 02 2024 Owned 1 Cable Fault Finding
7. Meco 4455 Digital Clamp Meter 2025 Owned 10 Measurement Purpose
8. Fluke Clamp Meter 305 2024 Owned 1 Measurement Purpose
9. Digital Insulation Tester DIT 2024 Owned 1 Measuring Insulation
954 Strength of product
10. Fluke Thermal Camera TC01A 2024 Owned 2 Thermal Surveillance
The above-mentioned information is certified by Shivam Soni & Co.; Chartered Accountants vide certificate dated September
23, 2025.
CAPACITY AND CAPACITY UTILISATION
Capacity and capacity utilization is not applicable to our Company since our business is not in the nature of a manufacturing
concern.
UTILITIES
POWER:
We consume a substantial amount of power at the registered office of the Company which is met through Torrent Power
Limited and at the branch offices, located at Gujarat, it is met through PGVCL (Paschim Gujarat Vij Company Limited) and
for the branch office located at Maharashtra, it is operated in a co-working space, accordingly, the power is consumed from
the Brihanmumbai Electric Supply and Transport. The same is sufficient for our day-to-day functioning.
WATER:
Water is only used for drinking and sanitation purposes at our registered office and branch offices and for project units and
processing units, we utilise water supply from local authorities to meet water requirements, Also, from owned borewell for
one of our site units located at new revenue survey number 873, 874 old revenue survey number was 138, Khata No. 267,
Ramgadh village, Dhrangadhra taluka, District – Surendranagar, Gujarat.
SALES AND MARKETING
To manage our sales, we have dedicated Sales Manager handling all the sales from the Registered Office. The Sales manager
is primarily responsible for generating enquiries, soliciting orders from customers and conducting negotiations with them.
They are also engaged in the marketing activities such as market research, information gathering, participating in exhibitions,
conducting customer visits and liasoning with the government bodies. We also employ multiple sales and revenue channels
to drive business growth and establish our prominence in the solar industry. Our approach is focused on catering to different
market segments, including large-scale industrial and utility clients.
Smarter E India Exhibition 2025
251Smarter E India Exhibition 2024
LOGISTICS
Our suppliers directly deliver equipment to our Project site. We outsource the delivery of our products to either third party
logistics companies or as mutually agreed shipment terms as decided between the customer and Company.
INFORMATION TECHNOLOGY
We believe that an appropriate information technology infrastructure is important in order to support the growth of our
business. Our Company is a technology company and have adopted and own various tools to manage the business operations
efficiently:
• Tally
Some key benefits of having a well-integrated Tally system:
Streamlined Operations: A Tally system helps automate and streamline various processes, reducing manual effort and
improving efficiency. This includes functions like order processing, inventory management and quality control.
Data Analysis and Reporting: Tally systems provide real-time access to accurate data, allowing for better analysis and
reporting. This enables Company to make informed decisions based on information, identify trends and forecast future
demand or supply requirements.
QUALITY CONTROL
We adhere to a rigorous quality management procedure for selecting solar equipment, including modules, inverters, and
other electrical and mechanical components for our operations. We follow the below steps for ensuring quality control in
our operations:
• Our in-house engineering team conducts pre-dispatch inspection at the suppliers’ location to ensure the performance
of solar modules, transformers and other major equipment.
• Factory Acceptance Tests (FAT) are carried out for electrical equipment such as transformers to confirm their
operational readiness before shipment.
These steps underscore our commitment to delivering services of the highest quality. Further, we are certified under the ISO
9001:2015 Quality Management System (QMS), ISO 14001:2015 environmental Management system and ISO 45001:2018
occupational, health and safety system standard.
ENVIRONMENT, HEALTH & SAFETY
Our safety, health and environmental practices are continuously updated to adapt to the safety, health and environmental
practices, rules and regulations of the different jurisdictions we operate in. We have implemented work safety measures and
standards to help ensure healthy and safe working conditions for all the employees, visitors and clients at project sites.
We are certified under the ISO 14001:2015 environmental Management system and ISO 45001:2018 occupational, health
and safety system standard.
252CORPORATE SOCIAL RESPONSIBILITY
Our Company is not liable to spend under CSR as per the provisions of section 135 of the Companies Act, 2013. As our
company does not fall in the criteria specified in Section 135 of Companies Act, 2013 as per the Financial Statements for the
year ended March 31, 2025. however, our Company has constituted Corporate Social Responsibility Committee and the CSR
Policy is also adopted by the Board of Directors in the Board Meeting dated September 02, 2025.
Following are the details of the committee of Corporate Social Responsibility:
Name of the Directors Nature of Directorship Designation in Committee
Dharmesh Ashokbhai Makadiya Managing Director and Chairperson Chairman
Chiragbhai Dineshbhai Kalariya Whole-Time Director Member
Himali Rameshbhai Lakhani Non-Executive Independent Director Member
For further details, see chapter titled “Our Management” on page no. 284 of the Draft Red Herring Prospectus.
HUMAN RESOURCE
Our organization is divided into two strategic business units: EPC and O&M.
We have the following dedicated teams; design and engineering; project management; procurement and supply chain
management; assisting Land and liaising and quality, health, safety and environment.
As on, August 31, 2025, we have employed 137 personnel at our Registered Office and at other locations. Also, the local
labourers available at the location of the sites are hired for basic operations as and when required.
The following table sets forth a breakdown of our permanent employees by function as on the date of August 31, 2025
Department No. of Employees as on August 31, 2025
Design and Engineering Department 12
Project Management Department 25
Procurement and Supply chain management 10
O&M Department 42
Quality, health, safety, and environment Department 1
Sales and Marketing Department 5
Finance and accounts Department 7
Administration and Human Resources Department 7
Information technology Department 1
Legal and Compliance Department 6
Land and liaising Department 7
Service Department 14
Total 137
None of our employees are members of labour unions.
The following table sets forth attrition rates of our employees for the years indicated:
Attrition Rate For the period For the year For the year For the year
ended August 31, ended March 31, ended March 31, ended March 31,
2025 2025 2024 2023
Attrition Rate (%)(1) 10.53 11.51 3.17 32.00
No. of employees who resigned 12 8 1 4
during the period
(1)Calculated as the number of employees that left during a period over the average number of employees for the period. The
average number of employees for a period is calculated as the average of the number of employees at the beginning of the
period and the number of employees at the end of the period.
*Kindly note that list of employees is provided as at August 31, 2025, hence, the attrition period is also taken as August 31,
2025.
253Training to the Employees:
Our goal is to drive their performance and productivity by empowering them with relevant training. We have implemented
various ongoing in-house training sessions designed to enhance employees’ skills and knowledge, including hands on
training sessions to support their professional growth. These initiatives include on-site training of engineering, designing and
operations and maintenance of solar power projects along with impact analysis, Tally systems and software usages and their
implementation.
In-house Training Sessions On-site Training Sessions
Engineering and designing of solar power projects,
O & M Training Sessions
Training Sessions
Details of Employees' Provident Fund and Employees State Insurance Corporation as on August 31, 2025:
Particulars Number of employees registered Amount paid (₹ in millions)
Employees' Provident Fund 137 1.6815
Employees State Insurance Corporation 1 0.0040
We seek to maintain a performance-based work culture on values of development and collaboration. The key elements
driving our practices include customer focus, process orientation, people focus, drive for results, business acumen and
communication. Our employees are not part of any union, and we have not experienced any work stoppages due to labour
disputes or cessation of work in the recent past.
EXPORT OBLIGATION
Our Company does not have any export obligation, as on date of this Draft Red Herring Prospectus.
COLLABORATIONS/TIE UPS/ JOINT VENTURES
As on date of this Draft Red Herring Prospectus, we do not have any Collaboration/Tie Ups/ Joint Ventures as on date of
this Draft Red Herring Prospectus.
However, as on the date of this Draft Red Herring Prospectus, our Company has an Associate entity named as Brightsource
Renewables Energy LLP.
254For more details, please see chapter titled “History and other certain Corporate Matters” on page no.272 of this Draft Red
Herring Prospectus.
SUBSIDIARY AND STEP-DOWN SUBSIDIARIES
Our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated
on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three Private
Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01, 2025 and
Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose vehicle, in which we have a 99.99%
equity interest as on the date of this Draft Red Herring Prospectus, for further details, please see chapter titled “Our
Subsidiaries and Associates” on page no. 276 of this Draft Red Herring Prospectus.
To align with the company’s long-term strategic vision and to unlock new growth avenues, this proposal seeks approval for
the creation of subsidiaries and step-down subsidiaries under the existing solar energy company.
1. Business Diversification and Expansion:
• Solar EPC (Engineering, Procurement, and Construction)
• Energy storage
2. Creation of specialized subsidiaries will enable the company to:
• Establish dedicated vehicles for each business vertical
• Isolate operational and financial risks per business line
3. Operational and Strategic Flexibility:
• Independent decision-making aligned with specific market dynamics
• Tailored strategies per geography or technology
This strategic restructuring through the formation of Wholly-owned subsidiary and step-down subsidiaries is not just a
structural realignment — it is a forward-looking move to build a resilient, agile, and investment-ready corporate group in the
fast-transforming renewable energy landscape.
We seek to proceed with the creation and registration of relevant legal entities in alignment with business requirements,
regulatory compliance, and investment plans.
INSURANCE
We are generally required to maintain insurance for our projects. Our operations are subject to risks inherent in our industry,
such as risks of work accidents, explosions, terrorist attacks, riots, fire, earthquakes, floods and other force majeure events.
These hazards may cause injury and loss of life, damage and destruction of property, equipment and environmental damage.
We maintain insurance policies to cover various risks related to our operations and we believe that our insurance coverage
is on comparable terms to that generally carried by companies engaged in similar businesses in India. Such insurance policies
include erection all risk insurance, employee’s compensation insurance.
Following are the insurance policies valid as on the date of this Draft Red Herring Prospectus:
S. Description Risk Location Policy Issuing Sum Premium Date of Date of
No. Number Company Assured Issue Expiry
1. Erection JD Merchandise Pvt 5006/39906 ICICI 18,208,00 7,839.92/- 15/06/2025 Midnight
All Risks Ltd 2049/00/000 Lombard 0.00/- Time: 00:00 of
Insurance General Hours 14/10/20
Policy R. S. No. 873/P1, Insurance 25
874/P1, Vill. Company Ltd
Ramgadh, Tal
Dhrangadhra, Dist
Surendranagar.
255363310, Gujarat,
India
2. Erection Lavish Granito 5006/39905 ICICI 7,840,820. 33,770.42 10/06/2025 Midnight
All Risks Private Limited 7940/00/000 Lombard 00/- /- Time: 00:00 of
Insurance General Hours 09/10/20
Policy R. S. No. 2690, 2691, Insurance 25
2692, 2696, Vill. Company Ltd
Khodu, Tal
Wadhwan, Dist
Surendranagar,
363040, Gujarat,
Surendranagar
3. Erection Color Granito 5006/39904 ICICI 17,75,28,0 76,460.46 10/06/2025 Midnight
All Risks Private Limited 9587/00/000 Lombard 00.00/- /- Time: 00:00 of
Insurance General Hours 09/10/20
Policy R. S. No. 301, 302, Insurance 25
304, 305, 308, Vill. Company Ltd
Surka, Tal
Gadhada, Dist
Botad.Bhavnagar
364710, Gujarat,
India
4. Erection Lavish Granito 5006/39905 ICICI 14,17,37,9 61,043.76 10/06/2025 Midnight
All Risks Private Limited 1690/00/000 Lombard 00.00 /- Time: 00:00 of
Insurance General Hours 09/10/20
Policy R. S. No. 2698, 2699, Insurance 25
2700, 2701, 2705, Company Ltd
2706, 2709/P1, Vill.
Khodu, Tal
Wadhwan, Dist
Surendranagar,
363040, Gujarat,
India
5. Erection Brightsource 5006/40554 ICICI 35,847,00 8,791.00/- 15/08/2025 Midnight
All Risks Renewables Energy 5296/00/000 Lombard 0.00 Time: 00:00 of
Insurance LLP General Hours 14/12/20
Policy Insurance 25
R.S. Company Ltd
No. 196/P2, 215/P2,
Vill Ramgadh, Ta.
Dhrangadhra, Dist
Surendranagar
6. Erection Sega Granito LLP 5006/40555 ICICI 347,090,0 68,260.64 14/08/2025 Midnight
All Risks 0879/00/000 Lombard 00.00 /- Time: 00:00 of
Insurance 509, 510, 511, 512, General Hours 13/12/20
Policy 515/P1, 515/P2, Insurance 25
515/P4, Vill. Koyba, Company Ltd
Ta. Halvad, Dist
Morbi 363330
7. Erection Intile Ceramica 5006/40593 ICICI 116,558,5 22,922.68 16/08/2025 Midnight
All Risks 8604/00/000 Lombard 12.00 /- Time: 00:00 of
Insurance R.S. No. 103, 104, General Hours 15/12/20
Policy 105, Vill Bhechada, Insurance 25
Ta. Dhrangadhra, Company Ltd
Dist Surendranagar
363310
2568. Employees Deon Energy Private 3114207279 HDFC 17,520,00 110,172.0 24/03/2025 23/03/20
Compensat Limited 313000000 ERGO 0/- 0/- 00:01 AM 26
ion General Midnight
Insurance Insurance
Company
Limited
OUR PROPERTIES
Owned Property:
Sr. Address Seller Date of Area Considera Purpose
No. Agreement tion (₹ in
of Sale Millions)
1 401 4th Floor, R K Prime, Nana Naresh February 585.44 Sq. ft. 2.246 Branch
Mauva Cir Uni. Road, Rajkot Organisers 10, 2022 Office
Sau Uni Area, Gujarat, India, Private Limited
360005.
2 New revenue survey number Bhagvatbhai July 21, 89,448 sq. ft. 1.50 Solar power
873, old revenue survey number Devkaranbhai 2023 plant (for
was 138, Khata No. 267, Patel Independent
Ramgadh village, Dhrangadhra Power
taluka, District – Producer
Surendranagar, Gujarat model)
3 New revenue survey number Rambhaben aka July 21, 87,747.31 sq. ft. 1.50 Solar power
874, old revenue survey number Ramaben 2023 plant (for
was 137, Khata No. 530, Bhagvatbhai Independent
Ramgadh village, Dhrangadhra Patel Power
taluka, District – Producer
Surendranagar, Gujarat model)
4 7, Office No. 715, Shiromani Partners of the February 494.81 Sq. ft. 0.690 Branch
142, Survey No. 41, Plot No. 1, partnership firm 10, 2025 Office
Lalpar, Morbi, Gujarat, 363642 Shri Shiromani
Developers
(Shri Ashok
Maganbhai
Vasiyani, Shri
Kirankumar
Maganbhai
Vasiyani, Shri
Ashokbhai
Gheljibhai
Kasundra, Shri
Chamanbhai
Dharamshibhai
Santoki, Shri
Kaushikkumar
Chamanbhai
Santoki, Shri
Dipak Jayantilal
Sarasavadiya)
5 7, Office No. 716, Shiromani Partners of the February 502.88 Sq. ft. 0.70 Branch
142, Survey No. 41, Plot No. 1, partnership firm 10, 2025 Office
Lalpar, Morbi, Morbi, Gujarat, Shri Shiromani
363642 Developers
(Shri Ashok
Maganbhai
Vasiyani, Shri
257Sr. Address Seller Date of Area Considera Purpose
No. Agreement tion (₹ in
of Sale Millions)
Kirankumar
Maganbhai
Vasiyani, Shri
Ashokbhai
Gheljibhai
Kasundra, Shri
Chamanbhai
Dharamshibhai
Santoki, Shri
Kaushikkumar
Chamanbhai
Santoki, Shri
Dipak Jayantilal
Sarasavadiya)
6 7, Office No. 717, Shiromani Partners of the February 586.20 Sq. ft. 0.817 Branch
142, Survey No. 41, Plot No. 1, partnership firm 10, 2025 Office
Lalpar, Morbi, Morbi, Gujarat, Shri Shiromani
363642 Developers
(Shri Ashok
Maganbhai
Vasiyani, Shri
Kirankumar
Maganbhai
Vasiyani, Shri
Ashokbhai
Gheljibhai
Kasundra, Shri
Chamanbhai
Dharamshibhai
Santoki, Shri
Kaushikkumar
Chamanbhai
Santoki, Shri
Dipak Jayantilal
Sarasavadiya)
Leased Property:
Date of Lessor/ Address of the Property Period of Area Rent Purpose
Lease and Licensor Lease (₹ in
License Millions)
July 04, Harshana Block D-605-606 6th Floor, 5 years 3,620 sq. ft. ₹0.148 Registered
2025 Prasant Shah Westgate, S. G. Highway, (from (1,810 sq. ft. Lakhs per Office of our
Near YMCA Club, Makarba, 15/03/2025 each of office month company and
Jivraj Park, Ahmedabad, to no. 605 and with Sublet vide Sub
Ahmadabad City, Gujarat, 14/03/2030) 606) yearly Lease
India, 380051 escalation agreement
@ 7% dated
September 22,
2025 to our
Wholly-owned
Subsidiary
Companies
including our
Step-Down
Subsidiaries
Company
258Date of Lessor/ Address of the Property Period of Area Rent Purpose
Lease and Licensor Lease (₹ in
License Millions)
July 04, Web Block D-604 6th Floor, 5 years 1,905 sq. ft. ₹0.076 per Registered
2025 Infoways Westgate, S. G. Highway, (from month Office of our
Near YMCA Club, Makarba, 15/02/2025 with company and
Jivraj Park, Ahmedabad, to yearly Sublet vide
Ahmadabad City, Gujarat, 14/02/2030) escalation Sub Lease
India, 380051 @ 7% agreement
dated
September 22,
2025 to our
Wholly-
Owned
Subsidiary
Companies
including our
Step Down
Subsidiaries
Companies
April 24, Dharmesh Revenue Survey Number 28 Years 184095.16 Sq ₹0.033 per Solar power
2025 Ashokbhai 184, Ingorala village, lathi Ft. yearly plant (for
Makadiya Taluka, Amreli District, with Independent
and Bhargav Gujarat, India yearly Power
Chaturbhai escalation Producer
Kavar of 5% in model) will be
Every 4 constructed
Year
June 26, Hi-Mac Revenue Survey Number 28 Years 174278.474 ₹0.032 per Solar power
2025 Castings 174, Ingorala village, lathi Sq. Ft. year with plant (for
Private Taluka, Amreli District, yearly Independent
Limited Gujarat, India escalation Power
of 5% in Producer
Every 4 model) will be
Year constructed
September Ashwinbhai Revenue Survey Number 29 Years 182351.406 ₹0.21 Per Solar power
12, 2025 Ratilal Patel 102, Bhechada village, 11 Months Sq Ft. Year plant (for
& Dhrangadhra Taluka, (Rent Independent
Sangitaben Surendranagar District, Increase Power
Ashwinbhai Gujarat 4% Every Producer
Patel & 5 Year) model) will be
Omkumar constructed
Ashwinbhai
Patel
Further, our Company has occupied following Co-working space which are being used as Branch offices for administrative
ease of the Management and our Company’s employees:
Sr. Date of Name of the Address Fees of Co- Purpose
No Agreement/Coworking Co-Working working
Letter Partner (₹in millions)
1 Leave and License Dinesh Vadilal Plot 542 Madhani Industrial Estate, ₹0.007 Virtual
Agreement dated July 07, Mehta Office no. 215, Senapati Bapat Marg, Office
2025 for a period of 11 Madhani Estate, Dadar west, Mumbai
Months -400028, India
Other than Dharmesh Ashokbhai Makadiya, Promoter, Chairman and Managing Director and Bhargav Chaturbhai Kavar,
Promoter, Executive Director and Chief Financial Officer, who are lessor for property Revenue Survey Number 184, Ingorala
village, lathi Taluka, Amreli District, Gujarat taken on lease as disclosed above, no other Lessor/Seller of our Registered
Office or Branch offices or other operational sites for IPP are related to our Company, our Promoters or to our Promoter
Group, the lessors/sellers are not related parties to our Company.
259Other than as disclosed above, we have not leased, purchased or sold any properties from/to our Promoters, Promoter Group,
Directors, Key Managerial Personnel and Group Companies or their directors or any other related entity or person as on the
date of this Draft Red Herring Prospectus.
INTELLECTUAL PROPERTIES
Our Company was originally formed as a partnership firm under the name of “M/s. Deon Energy” and was converted into
private limited company under the Companies Act, 2013 with the name “Deon Energy Private Limited” on April 11, 2024.
Owing to such conversion, the trademarks used by us are registered in the name of the erstwhile partnership firm. In order
to freely use these trademarks, our Company has entered into an assignment deed dated June 04, 2025, which prescribes the
terms and conditions for use of such trademarks for a one-time consideration of ₹10,000.
S. Description Class Owner’s Name Registration Date of Valid up to
No. Number registration
1. 9 M/s. Deon 5051105 July 20, 2021 July 20,
Energy 2031
2. 11 M/s. Deon 4813498 January 09, January 09,
Energy 2021 2031
3. 35 M/s. Deon 5051104 July 20, 2021 July 20,
Energy 2031
260KEY REGULATIONS AND POLICIES
The following is an overview of certain sector specific laws and regulations in India which are applicable to the business
and operations of our Company. The information in this section has been obtained from legislations, including rules,
regulations, guidelines and circulars promulgated and issued by regulatory bodies which are available in public domain
and is based on the current provisions of Indian law, which are subject to change or modification by subsequent legislative
actions, regulatory, administrative or judicial decisions. The description of laws and regulations set out below may not be
exhaustive and is only intended to provide general information to the investors and are neither designed nor intended to
substitute for professional legal advice. Judicial and administrative interpretations are subject to modification or
clarification by subsequent legislative, judicial or administrative decisions. For information regarding government
approvals required and obtained by our Company, see the section titled “Government and Other Statutory Approvals” on
page 399.
Key legislations applicable to our business
The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act provides for, inter alia, generation, transmission, distribution, trading and use of electricity. Under the
Electricity Act, the transmission, distribution and trade of electricity are regulated activities that require licenses from the
Central Electricity Regulatory Commission (“CERC”), the State Electricity Regulatory Commissions (“SERCs”) or a joint
commission (constituted by an agreement entered into by two or more state governments or the central government in relation
to one or more state governments, as the case may be). The generating company is required to establish, operate and maintain
generating stations, tie-lines, sub-stations and dedicated transmission lines. Further, the generating company may supply
electricity to any licensee or even directly to consumers, subject to availing open access to the transmission and distribution
systems and payment of transmission charges, including wheeling charges and open access charges, as may be determined
by the relevant electricity regulatory commission. In terms of the Electricity Act, open access means the non-discriminatory
provision for the use of transmission lines or distribution system or associated facilities with such lines or system, by any
licensee or consumer or a person engaged in generation in accordance with the regulations specified by the relevant electricity
regulatory commission. Under the Electricity Rules, 2005, as amended, if the captive generating plant is established by an
affiliate company, the captive user must hold no less than 51% of the ownership in that affiliate company.
The Electricity Act promotes co-generation and generation of electricity from renewable sources of energy by requiring the
relevant SERCs to: (i) provide suitable measures for grid connectivity and sale of electricity from such sources; and (ii)
specify a percentage of the total consumption of electricity in the area of distribution licensees for purchase of electricity
from such sources, known as renewable purchase obligations (“RPOs”). The Ministry of Power, Government of India (the
“MoP”), has, from time to time, notified the long-term growth trajectory of RPOs for solar and non-solar power, uniformly
for all states and union territories. The MoP, through an order dated July 22, 2022 (F. No. 09/13/2021-RCM) has notified the
RPO trajectory for a period of eight years i.e., Fiscal 2023 to Fiscal 2030. It includes trajectory for wind renewable purchase
obligations, hydro power renewable purchase obligations and other renewable purchase obligations.
Under the Electricity Act, the appropriate commission shall specify the terms and conditions for the determination of tariff,
and one of the guiding factors in doing so shall be the promotion of co-generation and generation of electricity from
renewable sources of energy. The SERCs under the Electricity Act are also required to promote co-generation and generation
of electricity from renewable sources of energy by providing suitable measures for connectivity with the grid and sale of
electricity to any person, and also specify, for purchase of electricity from such sources, a percentage of the total consumption
of electricity in the area of a distribution license.
The Electricity (Amendment) Bill, 2022 was introduced in Lok Sabha on August 8, 2022. The key provisions of the Bill are
the operation of the multiple DISCOMS in the same area, cross-subsidy balancing fund, license for distribution in multiple
states, payment security, renewable purchase obligation, selection committee for SERCs, etc. The Electricity (Amendment)
Bill, 2022, is yet to be implemented.
Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy
Sources) Regulations, 2024 (“Tariff Regulations”)
The Tariff Regulations prescribe the criteria that may be taken into consideration by the CERC while determining the tariff
for the sale of electricity generated from renewable energy sources. The CERC shall determine projectspecific tariff for solar
PV power projects, based on financial principles such as, inter alia, debt equity ratio, loan tenure and interest on loan,
prevailing market trends, interest on working capital and any incentive, grant or subsidy from the Central or State
Government.
Electricity (Promoting Renewable Energy Through Green Energy Open Access) Rules, 2022
261The MoP notified the Electricity (Promoting Renewable Energy Through Green Energy Open Access) Rules, 2022 on June
6, 2022. These rules are notified for promoting generation, purchase and consumption of green energy including the energy
from waste-to-energy plants. Consumers are entitled to demand supply of green power from discoms and the discoms would
be obligated to procure and supply green power to eligible consumers. These rules have streamlined the overall approval
process for granting open access. Time bound processing by bringing uniformity and transparency in the application as well
as approval of open access through a national portal had been mandated.
Further, the MoP, notified the Electricity (Promoting Renewable Energy through Green Energy Open Access) Amendment
Rules, 2023 on January 27, 2023, applicable on generation, purchase and consumption of green energy including waste-to-
energy plants. It provides details for renewable purchase obligation (“RPO”), green energy open access, nodal agencies,
procedure for the grant of green energy open access, banking and crosssubsidy surcharge. It also provides for tariff for green
energy which shall be determined by the appropriate commission.
Central Electricity Regulatory Commission (Terms and Conditions of Tariff) Regulations, 2024
Pursuant to a notification bearing reference no. No. L-1/268/2022/CERC dated March 15, 2024, the Central Electricity
Regulatory Commission notified CERC (Terms and Conditions of Tariff) Regulations, 2024, which shall remain in force for
a period of five years from April 1, 2024 to March 31, 2029. It aims for determination of different tariff components for a
generating company (coal and gas based and large hydro) and a transmission licensee, taking into consideration, the target
to be a net-zero country by 2070, revised Intended Nationally Determined Contributions (“INDCs”) submitted by India and
ensure steady growth of power sector.
Central Electricity Regulatory Commission (Terms and Conditions for Tariff Determination from Renewable Energy
Sources) Regulations, 2017
The Central Electricity Regulatory Commission has announced the Central Electricity Regulatory Commission (Terms and
Conditions for Tariff Determination from Renewable Energy Sources) Regulations, 2017 (“Tariff Regulations”), which
prescribe the criteria that may be taken into consideration by the relevant electricity regulatory commissions while
determining the tariff for the sale of electricity generated from renewable energy sources which include, among others, return
on equity, interest on loan and working capital, operations and maintenance expenses, cost of capital and depreciation.
Pursuant to the National Tariff Policy, the CERC is required to determine the rate of return on equity which may be adopted
by the relevant electricity regulatory commissions to determine the generic tariff, keeping in view the overall risk and
prevalent cost of capital, which factors are also to be taken into consideration by relevant electricity regulatory commissions
while determining the tariff rate. The Tariff Regulations prescribe that the normative return on equity will be 14%, to be
grossed up by the prevailing Minimum Alternate Tax (“MAT”) as on April 1st of the previous year for the entire useful life
of the project.
The Tariff Regulations also provide the mechanism for sharing of carbon credits from approved clean development
mechanism projects between renewable energy generating companies and the concerned beneficiaries. Under the Tariff
Regulations, the project developer is entitled to retain 100% of the gross proceeds on account of clean development
mechanism project benefit in the first year after the date of commercial operation of the generating station. Subsequently, in
the second year, the share of the beneficiaries will be then progressively increased by 10% every year until it reaches 50%
after which the clean development mechanism project proceeds are to be shared equally between the generating company
and the beneficiaries. Further, under the Determination of Green Tariff under Electricity (Promoting Renewable Energy
Through Green Energy Open Access) Rules, 2022, for incentivising the use of renewable energy, the MoP has clarified that
in no case the green tariff should be higher than the sum of average power purchase cost of renewable energy, surcharge at
the rate of 20% of average cost of supply.
Central Electricity Regulatory Commission (Sharing of Inter-State Transmission Charges and Losses) Regulations, 2020
On May 4, 2020, the Central Electricity Regulatory Commission issued the CERC (Sharing of Inter-State Transmission
Charges and Losses) Regulations, 2020. The purpose of these regulations is to ensure that transmission charges are fully
covered, thereby minimizing power losses during interstate transmission. These regulations apply to all designated ISTS
customers, Inter-state transmission licensees, the national load dispatch centre, regional load dispatch centres, state load
dispatch centres, and regional power committees.
Central Electricity Regulatory Commission (Deviation Settlement Mechanism and Related Matters) Regulations, 2022
The Central Electricity Regulatory Commission (Deviation Settlement Mechanism and Related Matters) Regulations, 2022
(“DSM Regulations, 2022”), which came into effect on 05th December 2022. The DSM Regulations, 2022 have been pivotal
in maintaining grid discipline and security, in line with the objectives outlined in the grid code. These regulations establish
262a commercial mechanism for Deviation Settlement, detailing penalties for both over-injections and under-injections of
electricity.
Central Electricity Regulatory Commission (Connectivity and General Network Access to the Inter-State Transmission
System) Regulations, 2022
The CERC (Connectivity and General Network Access to the Inter-State Transmission System) Regulations, 2022 have been
introduced in alignment with the ‘One Nation, One Grid’ concept. These regulations ensure nondiscriminatory access to the
central transmission network for all power producers. When seeking access, power producers need only specify the capacity
and the time block during which this capacity will be transmitted.
Central Electricity Regulatory Commission Power Market Regulations 2021
The Central Electricity Regulatory Commission has notified the CERC (Power Market) Regulations, 2021, which came into
effect on August 15, 2021. These regulations apply to Power Exchanges, market participants other than Power Exchanges,
and the OTC Market.
Central Electricity Regulatory Commission (Indian Electricity Grid Code) Regulations, 2023
The Central Electricity Regulatory Commission issued the CERC (Indian Electricity Grid Code) Regulations, 2023 which
came into effect on October 1, 2023. These regulations aim to promote a stable, reliable, and secure grid while achieving
maximum economy and efficiency in grid operations and the power system.
Approved Models and Manufacturers of Solar Photovoltaic Modules (Requirement for Compulsory Registration) Order,
2019 (“ALMM Order”)
To ensure the quality of solar cells, solar modules, used in solar PV power plants, the Ministry of New and 265 Renewable
Energy (“MNRE”) issued the ALMM Order on January 2, 2019. The ALMM Order provides that the government will enlist
eligible models and manufacturers of solar PV power plants complying with the applicable BIS standard, and publish a list
titled the “Approved List of models and manufacturers” (“ALMM”). Only the models and manufacturers included in the
ALMM would be eligible for use in government / government assisted projects under government schemes and programmes
installed in the country, including the projects set-up for sale of electricity to the government under the “Guidelines for Tariff
Based Competitive Bidding Process for Procurement of Power from Grid Connected Solar PV Power Projects” dated August
3, 2017 and the amendments thereof (collectively, the “Applicable Projects”). The ALMM will consist of List I, specifying
models and manufacturers of solar PV modules and List II specifying models and manufacturers of solar PV cells. Further
with respect to the Applicable Projects, solar PV module manufacturers from List I would have to mandatorily source PV
solar cells only from manufacturers in List II. For being eligible to be included in List-I, the manufacturers are required to
obtain a BIS certification in accordance with the Compulsory Registration Order. Manufacturers are required to make an
application to the MNRE for registration, and if enlisted, such enlistment shall be valid for a two-year period and can be
renewed by submitting necessary documents and satisfactory performance of products. Prior to inclusion in the ALMM, a
team of MNRE will inspect the manufacturing facility of the applicant. Enlisted models and manufacturers will be subjected
to random quality tests and failure or noncompliance will lead to removal from ALMM. The ALMM Order will not apply to
projects for which bids have been finalised before the issuance of the ALMM Order. Thereafter, the MNRE has also issued
the Guidelines for enlistment under the ALMM Order on March 28, 2019 which provides a procedural framework for the
implementation of the ALMM Order. Further, the MNRE has amended the ALMM Order in January 2022 to include open
access and net metering projects under its ambit. The MNRE by way of its office memorandum dated March 22, 2024 has
directed the enlistment of models of Solar PV Module Manufacturers, under List-I, which comply with the BIS Standards
and meet the ‘minimum module efficiency’ requirement. Earlier, with effect from March 10, 2023, the ALMM Order was
kept in abeyance for one financial year, that is, FY 2023-24. The MNRE by way of its office memorandum dated March 29,
2024, has reinstated the ALMM Order, with effect from April 1, 2024. The MNRE published an updated ALMM List-I
through its office memorandum dated September 27, 2024. Further, the MNRE issued the draft amendment to ALMM Order
on September 7, 2024 (“Draft Amendment”) for implementation of ALMM for solar PV cells. The Draft Amendment
proposes to issue List-II of solar PV cells under ALMM, which shall be effective from April 1, 2026.
Framework for enlistment of Models of Original Equipment Manufacturers (“OEMs”) of Solar PV Modules and
Inverters
The GoI launched the PM-Surya Ghar: Muft Bijli Yojana on February 29, 2024, aimed at significantly increasing rooftop
solar capacity across residential households and is set to run until 2026-27, contributing to a sustainable energy future. Under
this scheme, the MNRE has introduced a comprehensive framework for the enlistment of models from OEMs to assist
consumers in making informed decisions about solar PV modules and inverters. The manufacturer models satisfying the
263eligibility criteria as well as undertaking the enlistment procedure shall be listed on the National Portal as those offering
superior performance, for the benefit of the consumer.
Bureau of Indian Standards Act, 2016 (the “BIS Act”) and the Solar Photovoltaics, Systems, Devices and Components
Goods (Requirements for Compulsory Registration) Order, 2017 (“Compulsory Registration Order”)
The Bureau of Indian Standards Act, 2016 provides for the establishment of bureau for the standardisation, marking and
quality certification of goods. Functions of the bureau include, inter alia, (a) recognizing as an Indian standard, any standard
established for any article or process by any other institution in India or elsewhere; (b) specifying a standard mark which
shall be of such design and contain such particulars as may be prescribed to represent a particular Indian standard; and (c)
conducting such inspection and taking such samples of any material or substance as may be necessary to see whether any
article or process in relation to which the standard mark has been used conforms to the Indian Standard or whether the
standard mark has been improperly used in relation to any article or process with or without a license. A person may apply
to the bureau for grant of license or certificate of conformity, if the articles, goods, process, system or service confirms to an
Indian Standard. The Compulsory Registration Order issued by MNRE was published on August 30, 2017 and was scheduled
to come into effect on the expiry of one year from the date of such publication. In terms of the Compulsory Registration
Order, any manufacturer who, inter alia, manufactures, stores for sale, sells or distributes; (a) utility interconnected
photovoltaic inverters, (b) power converters for use in PV power system, (c) PV modules (wafer and thin film) (d) thin film
terrestrial PV modules; and (e) crystalline silicon terrestrial PV modules (collectively the “Goods”) would require registration
from the Bureau of Indian Standards for use of the Standard Mark as 266 specified in the Schedule of the Compulsory
Registration Order.
The Compulsory Registration Order seeks to prohibit the manufacture or storage for sale, import, or distribution of the Goods
which do not conform to the standard specified under the Compulsory Registration Order. However, pursuant to the
notifications of MNRE dated April 16, 2018 and October 12, 2018, considering the time taken for tests and the framing of
the guidelines for such tests, manufacturers of SPV modules and inverters were permitted in the interim to continue
operations by submitting a self-certification that their products conform to the relevant Indian standards or their IEC
counterparts along with proof of submission of samples to laboratories with the expected date of completion of testing. With
respect to SPV modules ((c), (d) and (e) above), the timeline for submission of such self-certification together with samples
for a test lab recognised by BIS pending results was January 1, 2019. However, pursuant to subsequent notifications of the
MNRE, manufacturers of inverters ((a) and (b) above) have been permitted to continue operations by only submitting self-
certification until December 31, 2024, provided that the manufacturers have valid IEC corresponding to the Indian Standard
and test reports from accredited test labs.
Public Procurement (Preference to Make in India) Order for Renewable Energy Sector, 2018 (“Make in India Renewable
Energy Order”)
Pursuant to the Public Procurement (Preference to Make in India) Order, 2017 dated June 15, 2017 issued by the DIPP (the
“Make in India Order”) to promote the manufacture and production of goods and services in India, the 156 MNRE has issued
the Make in India Renewable Energy Order, directing all departments / attached offices / subordinate offices of the MNRE
or autonomous bodies controlled by the GoI or government companies (as defined under the Companies Act) to adhere to
the Make in India Order with respect to all of their procurements. For grid connected solar power projects, apart from civil
construction, central ministries, departments, and central public sector undertakings, are required to give preference to
domestically manufactured components, with solar modules required to be 100% locally manufactured and other components
such as invertors required to be at least 40% locally manufactured. With respect to off grid / decentralised solar power, the
requirement of local content in solar streetlights, solar home lighting systems, solar power packs / micro grid, solar water
pumps, inverters, batteries, and any other solar PV balance of system is at least 70%.
Renewable Energy Certificates Regulations (“REC Regulations”)
The Central Electricity Regulatory Commission notified the REC Regulations on January 29, 2020 which has been amended
from time to time. REC Regulations was enacted to develop the market in electricity from nonconventional energy sources
by issuance of transferable and saleable credit certificates (“REC Mechanism”). The REC Mechanism provides a market
based instrument which can be traded freely and provides means for fulfilment of RPOs by the distribution
utilities/consumers. Under the REC Regulations, there are two categories of certificates, i.e. solar certificates issued to
eligible entities for generation of electricity based on solar as renewable energy source and non-solar certificates issued to
eligible entities for generation of electricity based on renewable energy sources other than solar. The REC Regulations
determine the quantum of such certificates to be issued to the eligible entities and the method of dealing in the certificates.
The National Load Despatch Centre is the central agency which oversees the REC Mechanism, including, inter alia,
registration of eligible entities, issuance of certificates, maintaining and settling accounts in respect of certificates, acting as
repository of transactions in certificates and such related functions of the REC Mechanism as may be assigned by the CERC.
264There are certain conditions which are now imposed on electricity generating company, distribution licensee and captive
generation plant to be eligible to apply for REC.
The Central Electricity Regulatory Commission (Terms and Conditions for Renewable Energy Certificates for Renewable
Energy Generation) Regulations, 2022 (“REC Regulations”) has been notified May 9, 2022 (No. RA14026(11)/1/2022-
ERC). It is envisaged that REC Regulations would address the concerns raised by stakeholders during the operational
experience of last one decade and would bring required flexibility in the renewable energy certificates market. Under the
REC Regulations, National Load Despatch Centre (“NLDC”) would continue to be the central agency for the REC
Mechanism and would act a repository for transactions of certificates along with responsibility of registration of eligible
entities and issuance of certificates. The NLDC would be responsible for various functions such as, registration of eligible
entities, issuance of certificates, maintaining and settling account for certificates, acting as repository of certificate
transactions, maintaining registry and carrying out any other function that may be assigned by the commission from time to
time for smooth and effective implementation of REC Mechanism.
National Electricity Plan
Section 3(4) of Electricity Act, 2003 stipulates that, the Central Electricity Authority (“CEA”) shall prepare a National
Electricity Plan (“NEP”) in accordance with the national electricity policy and notify such plan once in five years.
Accordingly, the first NEP was notified in the gazette in August, 2007. The second NEP was notified in the Gazette in
December, 2013 in two volumes (Volume-I, Generation and Volume-II, Transmission) and the third NEP for 2022-27 was
notified in the Gazette of India (Volume-I-Generation in March 2018 and Volume-II – Transmission in January, 2019). It
recognizes the need for additional coal-based capacity, ranging from 17 GW to nearly 28 GW, till Fiscal 2032, over and
above the 25 GW of coal-based capacity that is currently under construction. The NEP also highlights the need for significant
investments in battery storage, with an estimated requirement of between 51 GW to 84 GW by Fiscal 2032. It projects an
increase in the Plant Load Factor (“PLF”) of coal-fired power plants from 55% up to Fiscal 2027 to 62 % in Fiscal 2032. It
also emphasizes the challenges posed by the increasing reliance on renewables, which will require careful management and
planning in the years ahead.
Net Metering Regulations
These regulations have been formulated by various states to promote the generation of electricity from renewable energy
sources in respect of the grid connected solar rooftop photovoltaic systems. These regulations regulate the supply of excess
electricity from an eligible consumer allowing the consumer to export the excess quantum of electricity produced from his
premises to the distribution licensee. Under these regulations, the eligible consumer can avail the benefit of the excess
quantum supplied to be carried forward to the next billing cycle as credited units of electricity. According to the MoP
Electricity (Rights of Consumer) Rules 2020 amendment, the net metering will be allowed for the prosumers for load upto
500 kW or upto the sanctioned load whichever is lower and gross metering for loads above 500 kW.
Forecasting Regulations
The state electricity regulatory commissions of certain states, including Karnataka, Andhra Pradesh and Gujarat have
introduced regulations prescribing forecasting requirements with penalties for any deviations. The primary objective is to
facilitate large-scale grid integration of solar generating stations and maintaining grid stability and security. These regulations
apply to all solar generators connected to the respective state grids, including those connected through pooling stations, and
selling generated power within or outside the state or consuming power generated for self-consumption.
Grid Connected Solar Rooftop Programme
The aim of this initiative is to achieve a cumulative capacity of 40,000 MW from the rooftop solar projects by 2022. Phase-
II of the Grid Connected Solar Rooftop Programme was approved by the Cabinet Committee on Economic Affairs (“CCEA”)
and provides for central financial assistance for residential rooftop solar installations upto 40% for rooftop systems up to a
capacity of 3 kW and 20% for those with a capacity of 3-10 k W and 20% for those with a capacity of 3-10 kW. The Phase
II also focuses on increasing the incentives for DISCOMs based on achievement of certain installed capacity. Phase-II of
Grid Connected Rooftop Solar programme has further been extended upto March 31, 2026 without any financial application.
Production linked incentive scheme (“PLI Scheme”)
The aim of the PLI scheme is to boost domestic manufacturing and cut down on import bills. The PLI scheme provides
companies incentives on incremental sales from products manufactured in domestic units. Along with inviting foreign
companies to set up shops in India, the PLI scheme also aims to encourage local companies to set up or expand existing
manufacturing units. The PLI scheme was initially rolled out for mobile and allied equipment, pharmaceutical ingredients,
and medical devices manufacturing. The government aims to expand the ambit of the PLI scheme to include as many as ten
265more sectors, such as food processing and textiles. In the union budget 2021-2022, the government has introduced provisions
for renewable energy sector. The government has committed nearly 1.97 lakh crores, over a period of five years starting
financial year 2021-2022 for, inter alia, high efficiency solar PV modules. The PLI scheme will also incentivise new gigawatt
scale solar PV manufacturing facilities in India.
Bureau of Indian Standards Act, 2016
The Bureau of Indian Standards Act, 2016 (“BIS Act”) provides for the establishment of the Bureau of Indian Standards
(“BIS”) for the development of activities of standardisation, conformity assessment and quality assurance of goods, articles,
processes, systems and services. The BIS Act provides for the functions of the BIS which includes, among others: (a)
publishing, establishing, promoting and reviewing Indian standards; (b) adopting as Indian standard, any standard,
established by any other institution in India or elsewhere, in relation to goods, articles, processes, systems or services; (c)
functions necessary for promotion, monitoring and management of the quality of goods, articles, processes, systems and
services and to protect the interests of consumers and other stake holders; and (d) undertake, support and promote research
necessary for formulation of Indian standards.
Customs Act, 1962 (“Customs Act”), the Customs Tariff Act, 1975 and rules made thereunder, and the Manufacturing
and Other Operations in Special Warehouse Regulations, 2020 (“MOOWR Regulations”)
The provisions of the Customs Act, 1962 and rules made there under are applicable to imported goods i.e. goods brought
into India from a place outside India (except goods cleared for home consumption) and export goods i.e. goods which are to
be taken out of India to a place outside India. Imported goods and export goods are subject to duties of customs as specified
under the Customs Tariff Act, 1975. The MNRE has announced imposition of basic customs duty of 25% on solar cells and
40% on solar modules, with effect from April 1, 2022, vide office memorandum dated March 9, 2021. A manufacturer who
is operating from a licensed warehouse, pursuant to Sections 58 and 65 of the Customs Act, and the MOOWR Regulations
can avail of deferred duties and waivers on taxation on the import of raw material and capital goods, as stipulated under the
MOOWR Regulations.
Export Promotion Capital Goods Scheme (“The EPCG Scheme”)
The EPCG Scheme provides that importers can benefit from zero customs duty on the import of capital goods provided that
they fulfil an export obligation to export a prescribed amount, such amount being a multiple of the duty saved, within a
specified period. In addition, authorized importers are required to fulfil the average export obligation achieved in the
preceding three licensing years for the same and similar product.
State Specific Regulations
Various states in India have from time to time, announced administrative policies and regulations in relation to solar power
projects and related matters. These state-specific policies and regulations have material effects on our business because PPAs
between project developers and state offtakers are entered into in accordance with the relevant state policies and regulations.
Accordingly, these PPAs are standard form contracts and the project developers have no flexibility in negotiating the terms
of the PPAs.
Grid Connected Solar Rooftop Programme
The aim of this initiative is to achieve a cumulative capacity of 40,000 MW from the rooftop solar projects. PhaseII of the
Grid Connected Solar Rooftop Programme was approved by the Cabinet Committee on Economic Affairs (“CCEA”). The
MNRE by way of its office memorandum dated January 5, 2024 has provided for central financial assistance for residential
rooftop solar installations, at the revised rates of ₹ 18000/kW for the first 3 kW capacity of rooftop systems, and ₹ 9000/kW
for those with a capacity beyond 3kW and upto 10 kW. The Phase-II also focuses on increasing the incentives for DISCOMs
based on achievement of certain installed capacity. This Phase-II Scheme shall remain in existence till March 31, 2026.
Renewable Energy Research and Technology Development Programme
This initiative by the Ministry of New and Renewable Energy (“MNRE”) provides grants for research and development
(“R&D”) / technology development projects for renewable energy. As per the terms and conditions, approval of the R&D /
technology development project and the grant is released for the specific project sanctioned and the grant is to be exclusively
spent on the project within the approved time duration. The grantee organisation is not permitted to seek or utilise funds from
any other organisation (government, semi-government, autonomous and private bodies) for the research project, unless
specifically approved for joint funding. Under this programme, the assets acquired in the project shall be shared
proportionately between the Government of India and the grantee organisation in accordance with the cost sharing pattern
of the project.
266National Tariff Policy
The GoI notified the revised National Tariff Policy effective from January 28, 2016. Among others, the National Tariff
Policy seeks to ensure availability of electricity to consumers at reasonable and competitive rates, financial viability of the
sector and attract investments and promote generation of electricity from renewable sources. The National Tariff Policy
mandates that SERCs must reserve a minimum percentage for purchase of solar energy equivalent to 8% of total consumption
of energy by March 2022.
Integrated Energy Policy 2006
The Integrated Energy Policy, 2006, (the “Policy”) is a report of an expert committee constituted by the Government of
India, to explore alternative technologies and possible synergies that would increase energy system efficiency and meet the
requirement for energy services. The aims and objectives of this Policy include, amongst others, providing appropriate fiscal
policies to take care of externalities, tax measures, transparent and targeted subsidies, promoting energy efficiency, providing
incentive for renewable energy production by linking the incentive to not just the outlay but also the output. The Policy also
provides for the respective power regulators to mandate feed-in-laws for renewable energy, as may be appropriate and as
provided under the Electricity Act.
Electricity (Promoting Renewable Energy Through Green Energy Open Access) Rules, 2022 (“Electricity Rules 2022)
The Ministry of Power (“MoP”) has notified the Electricity Rules 2022. The Electricity Rules 2022 provide for generation,
purchase and consumption of green energy, including the energy from waste-to-energy plants. It provides in detail for
renewable purchase obligation (RPO), green energy open access, nodal agencies, procedure for the grant of green energy
open access, green certificate, banking, charges to be levied on open access and cross-subsidy surcharge. It also provides for
tariff for green energy which shall be determined by the appropriate commission. It shall comprise of the average pooled
power purchase cost of the renewable energy, cross-subsidy charges, if any, and service charges covering the prudent cost
of distribution licensee for providing the green energy.
The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)
MSME Act was enacted to provide for facilitating the promotion and development and enhancing the competitiveness of
micro, small and medium enterprises. Any person who intends to establish (a) a micro or small enterprise, at its discretion;
(b) a medium enterprise engaged in providing or rendering of services may, at its discretion; or (c) a medium enterprise
engaged in manufacture or production of goods pertaining to any industry specified in the First Schedule to the Industries
(Development and Regulation) Act, 1951 is required to file a memorandum before such authority as specified by the State
Government or the Central Government. The form of the memorandum, the procedure of its filing and other matters
incidental thereto shall be such as may be specified by the Central Government, based on the recommendations of the
advisory committee. Accordingly, in exercise of this power under the MSME Act, the Ministry of Micro, Small and Medium
Enterprises notification dated September 18, 2015 specified that every micro, small and medium enterprises is required to
file a Udyog Adhaar Memorandum in the form and manner specified in the notification.
Sale of Goods Act, 1930 (“Sale of Goods Act”)
The Sale of Goods Act, 1930 (“SOGA”) governs contracts relating to the sale of goods. The contracts for sale of goods are
subject to the general principles of the law relating to contracts. A contract for sale may be an absolute one or based on
certain conditions. SOGA contains provisions in relation to the essential aspects of such contracts, including the transfer of
ownership of goods, delivery of goods, rights and duties of the buyer and seller, remedies for breach of contract and the
conditions and warranties implied under a contract for the sale of goods.
Consumer Protection Act, 2019 (“Consumer Act”)
The Consumer Protection Act, 2019 has repealed Consumer Protection Act, 1986 and provides for the protection of interest
of the consumers and the settlement of disputes raised by the consumers. The provisions of the Consumer Protection Act,
2019 have been made effective vide notification no. F. No. J-9/1/2020-CPU dated July 23, 2020 and notification no. F. No.
J-9/1/2020-CPU dated July 15, 2020 as issued by the Central Government. The Consumer Act sets out a mechanism for
consumers to file complaints against, inter alia, service providers in cases of deficiencies in services, unfair or restrictive
trade practices and excessive pricing. A three-tier consumer grievance redressal mechanism has been implemented pursuant
to the Consumer Act, at the national, state and district levels. Further, the Consumer Act established a Central Consumer
Protection Authority to promote, enforce and protect the rights of consumers. If the allegations specified in a complaint about
the services provided are proved, the service provider can be directed to inter alia remove the deficiencies in the services in
question, return to the complainant the charges paid by the complainant and pay compensation, including punitive damages,
267for any loss or injury suffered by the consumer. Non-compliance with the orders of the authorities may attract criminal
penalties in the form of fines and/or imprisonment.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992, the respective state legislatures in India have power
to endow the municipalities with power to implement schemes and perform functions in relation to matters listed in the
Twelfth Schedule to the Constitution of India. The respective States of India have enacted laws empowering the
municipalities to issue trade license for operating stores and implementation of regulations relating to such license along
with prescribing penalties for non-compliance.
Shops and Establishments Legislations
Establishments are required to be registered under the provisions of local shops and establishments legislations applicable in
the states where such establishments are set up. Such legislations regulate the working and employment conditions of workers
employed in such shops and establishments including 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. Shops and establishments have to be registered under the shops and
establishments legislations of the respective states where they are located.
The Registration Act, 1908
The Registration Act, 1908 (“Registration Act”) was passed to consolidate the enactments relating to the registration of
documents. The main purpose for which the Registration Act was designed was to ensure information about all deals
concerning land so that correct land records could be maintained. The Registration Act is used for proper recording of
transactions relating to other immovable property also. The Registration Act provides for registration of other documents
also, which can give these documents more authenticity. Registering authorities have been provided in all the districts for
this purpose.
The Indian Contract Act, 1872
The Indian Contract Act codifies the way in which a contract may be entered into, executed, implementation of the provisions
of a contract and effects of breach of a contract. A person is free to contract on any terms he chooses. The Contract Act
consists of limiting factors subject to which contract may be entered into, executed and breach enforced. It provides a
framework of rules and regulations that govern formation and performance of contract. The contracting parties themselves
decide the rights and duties of parties and terms of agreement.
Environment related legislations
The Environment (Protection) Act, 1986 (the “EP Act”), Environment Protection Rules, 1986 (the “EP Rules”) and the
Environmental Impact Assessment Notification, 2006 (the “EIA Notification”)
The EP Act has been enacted for the protection and improvement of the environment. EP Act empowers the government to
take all measures to protect and improve the quality of environment, such as by laying down standards for emission and
discharge of pollutants, providing for restrictions regarding areas where industries may operate and laying down safeguards
for handling hazardous substances, amongst others. It is in the form of an umbrella legislation designed to provide a
framework for Central Government to coordinate the activities of various central and state authorities established under
previous laws. It is also in the form of an enabling law, which delegates wide powers to the executive to enable bureaucrats
to frame necessary rules and regulations.
Further, the EP Rules specifies, inter alia, the standards for emission or discharge of environmental pollutants, restrictions
on the location of industries and restrictions on the handling of hazardous substances in different areas. For contravention of
any of the provisions of the EP Act or the rules framed thereunder, the punishment includes either imprisonment or fine or
both. Additionally, under the EIA Notification and its subsequent amendments, projects are required to mandatorily obtain
environmental clearance from the concerned authorities depending on the potential impact on human health and resources.
Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”)
The Water Act aims to prevent and control water pollution and to maintain or restore wholesomeness of water. The Water
Act provides for one Central Pollution Control Board, as well as state pollution control boards, to be formed to implement
its provisions, including enforcement of standards for factories discharging pollutants into water bodies. Any person
intending to establish any industry, operation or process or any treatment and disposal system likely to discharge sewage or
268other pollution into a water body, is required to obtain the consent of the relevant state pollution control board by making an
application.
Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)
The Air Act aims to prevent, control and abate air pollution, and stipulates that no person shall, without prior consent of the
relevant state pollution control board, establish or operate any industrial plant which emits air pollutants in an air pollution
control area. They also cannot discharge or cause or permit to be discharged the emission of any air pollutant in excess of
the standards laid down by the state boards. The Central Pollution Control Board and the state pollution control boards
constituted under the Water Act perform similar functions under the Air Act as well. Pursuant to the provisions of the Air
Act, any person establishing or operating any industrial plant within an air pollution control area, must obtain the consent of
the relevant state pollution control board prior to establishing or operating such industrial plant.
Noise Pollution (Regulation and Control) Rules, 2000 (the “Noise Pollution Rules”)
The Noise Pollution Rules regulate and control the noise producing and generating sources including from industrial activity
and sets ambient air quality standards in respect of noise for different areas/zones. Noise Pollution Rules require companies
to implement noise management practices to protect the environment and public health by minimizing noise pollution from
their operations. The Noise Pollution Rules provide for penalties if the noise levels generated in their operations exceed the
prescribed limits for different zones.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste Rules”)
The Hazardous Waste Rules regulate the management, treatment, storage and disposal of hazardous waste by imposing an
obligation on every occupier and operator of a facility generating hazardous waste to dispose of such waste without harming
the environment. The term “hazardous waste” has been defined in the Hazardous Waste Rules and any person who has,
control over the affairs of the factory or the premises or any person in possession of the hazardous waste has been defined as
an occupier. Every occupier and operator of a facility generating hazardous waste must obtain authorization from the relevant
state pollution control board. Further, the occupier, importer or exporter is liable for damages caused to the environment
resulting from the improper handling and management and disposal of hazardous waste and must pay any financial penalty
that may be levied by the respective state pollution control board.
Labour and employment related legislations
Factories Act, 1948 (the “Factories Act”)
The Factories Act, 1948 as amended pertains to the regulation of labour in factories. The term ‘factory’ is defined as any
premises where 10 or more are working, or were working on any day in the preceding 12 months, and in any part of which
a manufacturing process is ordinarily carried on with the aid of power, or where 20 more workers are working, or were
working on any day in the preceding 12 months, and in any part of which a manufacturing process is ordinarily carried on
without the aid of power. The state governments are empowered to make rules requiring the registration or licensing of
factories or any class of factories. The Factories Act requires the occupier of the factory to ensure, as far as is reasonably
practicable, the health, safety and welfare of all workers while they are at work in the factory. The Factories Act provides
for imposition of fines and imprisonment of the manager and occupier of the factory in case of any contravention of the
provisions of the Factories Act.
Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”)
The CLRA regulates the employment of contract labour in certain establishments. The CLRA provides that the appropriate
Government may, after consultation with the Central or State Advisory Boards (constituted under the CLRA), prohibit
employment of contract labour in any process, operation or other work in any establishment.
In addition to the Factories Act, the CLRA and the local shops and establishments legislations, the employment of workers,
depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws. The various other
labour and employment - related legislations (and rules issued thereunder) 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 the following:
• the Apprentices Act, 1961;
• the Child Labour (Prohibition and Regulation) act, 1986l;
• the Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959;
269• the Employees (Provident Fund and Miscellaneous Provisions) Act, 1952;
• the Employees State Insurance Act 1948;
• the Equal Remuneration Act, 1976;
• the Industrial Disputes Act, 1947;
• the Industrial Employment (Standing Orders) Act, 1946;
• the Interstate Migrant Workmen Act, 1979;
• the Maternity Benefit Act, 1961,
• the Minimum Wages Act, 1948;
• the Payment of Bonus Act, 1965;
• the Payment of Gratuity Act, 1972;
• the Payment of Wages Act, 1936;
• the Public Liability Insurance Act, 1991;
• the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
• the Trade Unions Act, I926; and
• the Workmen’s Compensation Act, 1923.
In order to rationalize and reform labour laws in India, the Government of India has enacted four labour codes that would
subsume primarily all the central laws and would collectively form the governing labour legislations, as and when brought
into effect. These four codes are:
(i) The 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 Industrial Relations Code, 2020 will come into effect on a
date to be notified by the Central Government;
(ii) The Code on Wages, 2019 received the assent of the President of India on August 8, 2019, and proposes to subsume
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. Through its notification dated December 18, 2020, the Government
of India brought into force certain sections of the Code on Wages, 2019. The remaining provisions of this code will be
brought into force on a date to be notified by the Government of India;
(iii) The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on
September 28, 2020 and proposes to subsume certain existing legislations, including the Factories Act, 1948, the
Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment
and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of Employment
and Conditions of Service) Act, 1996. The Occupational Safety, Health and Working Conditions Code will come into
effect on a date to be notified by the Central Government; and
(iv) The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes
to subsume certain existing legislations including the Employee's Compensation Act, 1923, the Employees’ State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit
Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996
and the Unorganised Workers’ Social Security Act, 2008. Through its notification dated April 30, 2021, the Government
of India brought into force section 142 of the Code on Social Security, 2020. The remaining provisions of this code will
be brought into force on a date to be notified by the Government of India.
Intellectual property related legislations
The Trade Marks Act, 1999 (the “Trademarks Act”)
The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive rights to
marks such as a brand, label and heading and obtaining relief in case of infringement. The Trademarks Act also prohibits
any registration of deceptively similar trademarks or chemical compounds among others. It also provides for infringement,
falsifying and falsely applying for trademarks. Once granted, a trademark registration is valid for 10 years unless cancelled,
subsequent to which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored.
Taxation related legislations
Goods and Service Tax Act, 2017
270The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government
and State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the
Central Government and by the state government including union territories on intra-state supply of goods or services.
Further, the Central Government levies GST on the inter-state supply of goods or services. The GST is enforced through
various acts viz. Central Goods and Services Tax Act, 2017 (“CGST”), relevant state’s Goods and Services Tax Act, 2017
(“SGST”), Union Territory Goods and Services Tax Act, 2017 (“UTGST”), Integrated Goods and Services Tax Act, 2017
(“IGST”), Goods and Services (Compensation to States) Tax Act, 2017 and various rules made thereunder.
Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective years
Income-tax Act, 1961 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign whose income
is taxable under the provisions of the Income Tax Act or rules made there under depending upon its “Residential Status” and
“Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on global income and
persons not resident in India on income received, accruing or arising in India or deemed to have been received, accrued or
arising in India. Every company assessable to income tax under the Income Tax Act is required to comply with the provisions
thereof, including those relating to tax deduction at source, advance tax, minimum alternative tax, etc. In 2019, the
Government has also passed an amendment act pursuant to which concessional rates of tax are offered to a few domestic
companies and new manufacturing companies.
Other Indian laws
In addition to the above, we are also governed by the provisions of the Companies Act and rules framed thereunder, and
other applicable laws and regulation imposed by the central and state government and other authorities for our day to day
business, operations, and administration.
271HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally formed as a partnership firm under the name of “M/s. Deon Energy” at Ahmedabad,
Gujarat, India under the Indian Partnership Act, 1932 pursuant to a partnership deed dated June 23, 2020, which was
subsequently amended on July 18, 2023 and February 01, 2024 (collectively, the “Partnership Deed”). Subsequently,
the partnership firm was converted into private limited company under the Companies Act, 2013 with the name “Deon
Energy Private Limited” and a certificate of incorporation dated April 11, 2024, was issued by the Registrar of
Companies, Central Registration Centre. Subsequently the name of our Company was changed to “Deon Energy
Limited” upon the conversion of our Company into a public limited company, pursuant to a Board resolution dated April
22, 2025 and a special resolution passed by the members of the Company in the Extraordinary general meeting dated
April 23, 2025, and a fresh certificate of incorporation dated May 13, 2025 was issued by the Registrar of Companies,
Central Processing Centre.
Changes in the registered office of our Company
Except as disclosed below, there has been no change in the registered office of our Company since its incorporation.
Date of change Details of change in the registered office Reasons for
change
July 11, 2025 Change in registered office from “401 4th Floor R K Prime, Nana Mauva For administrative
Cir Uni. Road, Rajkot Sau Uni Area, Rajkot-360005, Gujarat, India” to convenience
“Block D-604-605-606 6th Floor, Westgate, S. G. Highway, Near YMCA
Club, Makarba, Jivraj Park, Ahmedabad- 380051, Gujarat, India”
Our Company does not have a separate corporate office.
Main Object of our Company
The main object as contained in the Memorandum of Association of our Company is mentioned below:
“To act as Manufacturer, exporter, importer, contractor, subcontractor, seller, buyer, agent of Power Plant of renewable
sources on Energy such as Solar Energy, Wind Energy, Biomass Energy, Hydropower Energy etc. Company shall also
engage in setting up industrial plants, project consultancy, product marketing and management consultancy, to provide
consultancy regarding installations of all types project and Plant & machinery and business management regarding
distribution, marketing, selling and to collect, prepare, distribute information and statistics relating to any type of
business or industry related to Power Plant of renewable sources.”
The main objects and matters necessary for furtherance of the main objects, as contained in the Memorandum of
Association enable our Company to carry on the business presently being carried out as well as business proposed to be
carried out by our Company.
Amendments to our Memorandum of Association
Set out below are the amendments to our Memorandum of Association in the last 10 years:
Date of
Shareholders’ Details of the Amendments
resolution
Clause V of the Memorandum of Association was amended to reflect the increase in the authorized
share capital – “The authorized share capital was increased from ₹ 1,00,000 divided into 10,000
equity shares of ₹ 10 each to ₹ 35,00,00,000 divided into 3,50,00,000 equity shares of ₹ 10 each”.
April 23 , 2025 Clause I of the MoA was amended to reflect the conversion of our Company from a private limited
company to a public limited company - Our Company was converted from a private limited
company to a public limited company and consequently, the name of our Company was changed
from “Deon Energy Private Limited” to “Deon Energy Limited”
Major events and milestones of our Company
The table below sets forth some of the major events and milestones in the history of our Company:
272Year Key Events/ Milestones/Achievements of our Company
April 2024 Converted from the partnership firm “Deon Energy” into a private limited company under the
Companies Act, 2013 with the name “Deon Energy Private Limited”
August 2024 Our Company held 20% stake in Brightsource Renewables Energy LLP
October 2024 Commissioned a Solar Power Project at Soladi, Gujarat, represents a combined capacity of 26
MW ground-mounted solar power plant for captive consumers, namely Omax Cotspin Privat
Limited (9.6 MW), Fiotex Cotspin Private Limited (7.2 MW), Agritex Enterprises LLP (4.8
MW), and Antique Marbonite Private Limited (4.2 MW)
January 2025 We have set up independent power producer (“IPP”) with an installed capacity of 735
kW(AC) and 849.75 kW(AC) on New revenue survey number 874, old revenue survey
number was 137, Khata No. 530, Ramgadh village, Dhrangadhra taluka, District –
Surendranagar, Gujarat, India and New revenue survey number 873, old revenue survey
number was 138, Khata No. 267, Ramgadh village, Dhrangadhra taluka, District –
Surendranagar, Gujarat, India. Our Company have entered into power purchase agreement
(“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years
for sale of solar power generated from Solar Power Project.
March 2025 ISO 9001:2015 Quality Management System certified for the following activities Solar Power
Plants, Solar Rooftop Plant, Solar Ground- Mounted Power Plants, Wind Power Plants,
Hybrid Power Plants, Bio CNG, Energy Storage Systems. Providing Operation &
Maintenance of Solar Power Plants
April 2025 The authorized share capital was increased from ₹ 1,00,000 divided into 10,000 equity shares
of ₹ 10 each to ₹ 35,00,00,000 divided into 3,50,00,000 equity shares of ₹ 10 each”
May 2025 Converted to Public Limited Company and Name changed to “Deon Energy Limited”
July 2025 Change in registered office from “401 4th Floor R K Prime, Nana Mauva Cir Uni. Road,
Rajkot Sau Uni Area, Rajkot-360005, Gujarat, India” to “Block D-604-605-606 6th Floor,
Westgate, S. G. Highway, Near YMCA Club, Makarba, Jivraj Park, Ahmedabad- 380051,
Gujarat, India”
We have incorporated a Wholly-Owned Subsidiary Company Deon Renewables Private
August 2025
Limited
August 2025 ISO 14001:2015 environmental Management system
August 2025 ISO 45001:2018 occupational, health and safety system standard
We also have indirectly incorporated Step-down Subsidiaries Company namely Deon Energy
August 2025
Five Private Limited
We also have indirectly incorporated Step-down Subsidiaries Companies namely Deon
September 2025 Energy One Private Limited, Deon Energy Two Private Limited, Deon Energy Three Private
Limited, Deon Energy Four Private Limited
Awards, accreditations and recognition
Our Company has not received any key awards, accreditations, certifications and recognitions as on the date of this Draft
Red Herring Prospectus.
Significant financial and strategic partnerships
Our Company does not have any significant financial or strategic partnerships as on the date of this Draft Red Herring
Prospectus.
Time or cost overruns
As on the date of this Draft Red Herring Prospectus, there have been no time and cost overruns in respect of our business
operations.
Defaults or rescheduling/ restructuring of borrowings with financial institutions/ banks
As on the date of this Draft Red Herring Prospectus, there has been no instance of rescheduling/restructuring of
borrowings with financial institutions/ banks in respect of our borrowings from lenders.
273Launch of key products or services, entry into new geographies or exit from existing markets, capacity/facility
creation, location of projects
For details of launch of key products or services, entry in new geographies or exit from existing markets, capacity or
facility creation and the location of plants see “Our Business” and “History and Certain corporate Matters– Major
events and milestones of our Company” on pages 221 and 272, respectively.
Material clauses of the Articles of Association
All material clauses of our Articles of Association having a bearing on the Issue have been disclosed in this Draft Red
Herring Prospectus.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any
revaluation of assets, etc. in the last 10 years
Our Company has not made any material acquisition or divestments of business/ undertakings, slump sales, mergers,
amalgamation, any revaluation of assets, etc., in the last 10 years preceding the date of this Draft Red Herring Prospectus.
Guarantees provided to third parties by our Promoters offering their Equity Shares in the Issue
The Issue is a fresh issue of Equity Shares and our Promoters are not offering their Equity Shares through an offer for
sale.
Shareholders’ Agreement and Other key Agreements
There are no other inter-se agreements, arrangements, deeds of assignment, acquisition agreements, shareholders’
agreements, any agreements between our Company, our Promoters, and Shareholders, or agreements of like nature or
agreements comprising clauses/covenants which are material to our Company. Further, there are no other
clauses/covenants that are adverse or prejudicial to the interest of the minority/public shareholders of our Company.
Key terms of other subsisting material agreements
Our Company has not entered into any subsisting material agreements with strategic partners, joint venture partners
and/or financial partners other than in the ordinary course of business of our Company.
Agreements with Key Managerial Personnel or Senior Management or Directors or Promoters or any other
employee
As on the date of this Draft Red Herring Prospectus, there are no agreements entered into by a Key Managerial Personnel
or a Senior Managerial Personnel or Director or Promoter 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.
Holding company
As on the date of this Draft Red Herring Prospectus, our Company has no holding company.
Subsidiary Company
As on the date of this Draft Red Herring Prospectus, our Company has one Wholly-Owned subsidiary company and
Five Step down subsidiaries company. For details see “Our Subsidiaries and Associates” on page 276.
Details of our Joint Venture and Associate Companies
As on the date of this Draft Red Herring Prospectus, our Company does not have any joint venture or an associate
company except out company has one associate entity namely Brightsource Renewables Energy LLP. For details see
“Our Subsidiaries and Associates” on page 276.
Other Confirmations
There is no conflict of interest between the third-party service providers of our Company, that are crucial for operations
of our Company) and our Company.
274Except as stated in “Our Management-Interest of Directors in land and Property”, there is no conflict of interest between
the lessors of immovable properties of our Company, that are crucial for operations of our Company) and our Company.
275OUR SUBSIDIARIES AND ASSOCIATES
Our Subsidiary and Step-Down Subsidiaries
Deon Energy
Limited
Deon
Renewables
Private Limited
Deon Energy Deon Energy Deon Energy Deon Energy Deon Energy
One Private Two Private Three Private Four Private Five Private
Limited Limited Limited Limited Limited
As on the date of this Draft Red Herring Prospectus, our Company has 1 direct Wholly Owned Subsidiary and 5 step-
down Subsidiaries.
Our Company’s
Sr. No. Name of Company shareholding / Contribution
directly / indirectly (in %)
Subsidiary Company
1. Deon Renewables Private Limited 100%
Step-down Subsidiaries
1. Deon Energy One Private Limited 100%
2. Deon Energy Two Private Limited 100%
3. Deon Energy Three Private Limited 100%
4. Deon Energy Four Private Limited 100%
5. Deon Energy Five Private Limited 100%
Set out below are the details of our Subsidiaries:
Direct Subsidiary
1. Deon Renewables Private Limited
Corporate information:
Deon Renewables Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated August 06, 2025, issued by the Registrar
of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC165929, and its registered office
is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad, Gujarat 380051,
India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
276and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Renewables Private Limited as on the date of this Draft Red Herring Prospectus
is as follows:
Particulars No. of equity shares of face
value of ₹ 10/- each
Authorized equity share capital of ₹ 100,000 10,000
Issued, subscribed and paid- up equity share capital of ₹ 1,00,000 10,000
Shareholding pattern
The shareholding pattern of Deon Renewables Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Sr. Name of the shareholder Number of equity Percentage of total
No. shares of face value equity share capital (%)
of ₹ 10/- each
1. Deon Energy Limited (Represented by 9,999 99.99%
Dharmesh Ashokbhai Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Total 10,000 100.00%
Brief financial highlights
Since Deon Renewables Private Limited was incorporated on August 06, 2025, we do not have the financial
statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Renewables Private Limited is not reflected
as a subsidiary in the Restated Financial Information for the Fiscals 2025, 2024 and 2023, Accordingly,
there are no accumulated profits or losses of Deon Renewables Private Limited that have not been accounted
for by our Company.
Step-down Subsidiaries:
1. Deon Energy One Private Limited
Corporate information:
Deon Energy One Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated September 12, 2025, issued by the
Registrar of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC167639, and its
registered office is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad,
Gujarat 380051, India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Energy One Private Limited as on the date of this Draft Red Herring Prospectus
is as follows:
277Particulars No. of equity shares of
face value of ₹ 10/- each
Authorized equity share capital of ₹ 100,000 10,000
Issued, subscribed and paid- up equity share capital of ₹ 1,00,000 10,000
Shareholding pattern
The shareholding pattern of Deon Energy One Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Sr. No. Name of the shareholder Number of equity Percentage of total
shares of face value equity share capital
of ₹ 10/- each (%)
1. Deon Renewables Private Limited (Represented 9,999 99.99%
by Dharmesh Ashokbhai Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Brief financial highlights
Since Deon Energy One Private Limited was incorporated on September 12, 2025, we do not have the
financial statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Energy One Private Limited is not
reflected as a subsidiary in the Restated Financial Information, Accordingly, there are no accumulated profits
or losses of Deon Renewables Private Limited that have not been accounted for by our Company.
2. Deon Energy Two Private Limited
Corporate information:
Deon Energy Two Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated September 01, 2025, issued by the
Registrar of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC166930, and its
registered office is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad,
Gujarat 380051, India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Energy Two Private Limited as on the date of this Draft Red Herring Prospectus
is as follows:
Particulars No. of equity shares of face
value of ₹ 10/- each
Authorized equity share capital of ₹ 1,00,000 10,000
Issued, subscribed and paid- up equity share capital of ₹ 1,00,000 10,000
Shareholding pattern
The shareholding pattern of Deon Energy Two Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
278Sr. Name of the shareholder Number of equity Percentage of total
No. shares of face value equity share capital
of ₹ 10/- each (%)
1. Deon Renewables Private Limited (Represented 9,999 99.99%
by Dharmesh Ashokbhai Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Brief financial highlights
Since Deon Energy Two Private Limited was incorporated on September 01, 2025, we do not have the
financial statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Energy Two Private Limited is
not reflected as a subsidiary in the Restated Financial Information, Accordingly, Deon Energy One Private
Limited is not reflected as a subsidiary in the Restated Financial Information, Accordingly, there are no
accumulated profits or losses of Deon Renewables Private Limited that have not been accounted for by our
Company.
3. Deon Energy Three Private Limited
Corporate information:
Deon Energy Three Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated September 05, 2025, issued by the
Registrar of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC167268, and its
registered office is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad,
Gujarat 380051, India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Energy Three Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Particulars No. of equity shares of
face value of ₹ 10/- each
Authorized equity share capital of ₹ 1,00,000 10,000
Issued, subscribed and paid- up equity share capital of ₹ 1,00,000 10,000
Shareholding pattern
The shareholding pattern of Deon Energy Three Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Sr. Name of the shareholder Number of equity Percentage of total
No. shares of face value equity share capital
of ₹ 10/- each (%)
1. Deon Renewables Private Limited 9,999 99.99%
(Represented by Dharmesh Ashokbhai
Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Brief financial highlights
279Since Deon Energy Three Private Limited was incorporated on September 05, 2025, we do not have the
financial statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Energy Three Private Limited is
not reflected as a subsidiary in the Restated Financial Information, Accordingly, there are no accumulated
profits or losses of Deon Renewables Private Limited that have not been accounted for by our Company.
4. Deon Energy Four Private Limited
Corporate information:
Deon Energy Four Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated September 01, 2025, issued by the
Registrar of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC166933, and its
registered office is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad,
Gujarat 380051, India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Energy Four Private Limited as on the date of this Draft Red Herring Prospectus
is as follows:
Particulars No. of equity shares of face
value of ₹ 10/- each
Authorized equity share capital of ₹ 1,00,000 10,000
Issued, subscribed and paid- up equity share capital of ₹ 1,00,000 10,000
Shareholding pattern
The shareholding pattern of Deon Energy Four Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Sr. Name of the shareholder Number of equity Percentage of total
No. shares of face value equity share capital
of ₹ 10/- each (%)
1. Deon Renewables Private Limited 9,999 99.99%
(Represented by Dharmesh Ashokbhai
Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Brief financial highlights
Since Deon Energy Four Private Limited was incorporated on September 01, 2025, we do not have the
financial statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Energy Four Private Limited is
not reflected as a subsidiary in the Restated Financial Information, Accordingly, there are no accumulated
profits or losses of Deon Renewables Private Limited that have not been accounted for by our Company.
5. Deon Energy Five Private Limited
Corporate information:
Deon Energy Five Private Limited was originally incorporated as a private limited company under the
Companies Act, 2013, pursuant to a certificate of incorporation dated August 29, 2025, issued by the Registrar
of Companies, Central Registration Center. Its CIN is U35105GJ2025PTC166893, and its registered office
280is situated at D604-605-606 Westgate, S. G. Highway, Makarba, Jivraj Park, Ahmedabad, Gujarat 380051,
India.
Nature of business
To carry on the business of generation, transmission, distribution, storage, trading and sale of power or
electricity, including from solar and other renewable sources such as wind, hydro, biomass, geothermal, tidal
and hybrid systems; and to establish, install, commission, operate and maintain power projects, solar parks,
rooftop solar systems, floating solar plants, captive power plants, EV charging stations, and all forms of
renewable energy infrastructure, either independently or in collaboration with government, private or joint
venture entities.
Capital structure
The capital structure of Deon Energy Five Private Limited as on the date of this Draft Red Herring Prospectus
is as follows:
Particulars No. of equity shares of face value of
₹ 10/- each
Authorized equity share capital of ₹ 1,00,000 10,000
Issued, subscribed and paid- up equity share capital 10,000
of ₹ 1,00,000
Shareholding pattern
The shareholding pattern of Deon Energy Five Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:
Sr. Name of the shareholder Number of equity shares of Percentage of total
No. face value of ₹ 10/- each equity share capital
(%)
1. Deon Renewables Private Limited 9,999 99.99%
(Represented by Dharmesh
Ashokbhai Makadiya)
2. Bhargav Chaturbhai Kavar 1 0.01%
Brief financial highlights
Since Deon Energy Five Private Limited was incorporated on August 29, 2025, we do not have the financial
statements for Fiscals 2025, 2024 and 2023. Accordingly, Deon Energy Four Private Limited is not reflected
as a subsidiary in the Restated Financial Information, Accordingly, there are no accumulated profits or losses
of Deon Renewables Private Limited that have not been accounted for by our Company.
Associate Entity:
Brightsource Renewables Energy LLP
Corporate information:
Brightsource Renewables Energy LLP is incorporated as Limited Liability Partnership under the LLP Act, 2008,
pursuant to a certificate of incorporation dated August 23, 2024, issued by the Registrar of Companies, Central
Registration Center. Its LLPIN is ACJ-0970, and its registered office is situated at 401 4th Floor R K Prime,
Nana Mauva Cir Uni. Road, Rajkot Sau Uni Area, Rajkot-360005, Gujarat, India.
Nature of business
To carry on the business of generating, accumulating, distributing and supplying Solar Energy for its own use or
for sale to Governments, State Electricity Boards, Intermediaries in Power Transmission / Distribution,
Companies, Industrial Units, or to other types of users/ consumers of Energy.
281Partners
The following table sets forth the details of the partners of Brightsource Renewables Energy LLP as on the date
of this Draft Red Herring Prospectus
Sr. No. Name of partner Designation Profit Sharing Capital Contribution
ratio (Amount in ₹)
1. Babariya Swatiben Ronakbhai Designated 20% 20,000
partner
2. Nirali Pranavkumar Amlani Designated 10% 10,000
partner
3. Varshaben R Chauhan Partner 20% 20,000
4. Indira Mahendrasinh Gohel Partner 10% 10,000
5. Dahiya Harsha Jayeshbhai Partner 20% 20,000
6. Deon Energy Private Limited Partner 20% 20000
Represnted by its Director Mr.
Dharmesh Ashokbhai Makadiya
Total 100% 1,00,000
Brief financial highlights
Since Brightsource Renewables Energy LLP was incorporated on August 23, 2024, we do not have the financial
statements for Fiscals 2024 and 2023.
(₹ in Millions)
Particulars For the Fiscal Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations 0.00 NA NA
Total Income 0.00 NA NA
Profit/(Loss) after tax (0.03) NA NA
PAT Margin NA NA NA
Basic Earnings / (loss) per Equity Share (in ₹) NA NA NA
Diluted Earnings / (loss) per Equity Share NA NA NA
Since Brightsource Renewables Energy LLP was incorporated on August 23, 2024, we do not have the financial
statements for Fiscals 2024 and 2023.
Accordingly, there are no accumulated profits or losses of Brightsource Renewables Energy LLP that have not
been accounted for by our Company.
Conflict of Interest
Our wholly-owned subsidiary Company, Deon Renewables Private Limited and step-down subsidiaries namely,
(i) Deon Energy One Private Limited; (ii) Deon Energy Two Private Limited; (iii) Deon Energy Three Private
Limited; (iv) Deon Energy Four Private Limited and (v) Deon Energy Five Private Limited and associate entity,
which is also one of the promoter group entities viz Brightsourse Renewables Energy LLP are incorporated to
engage in the same line of business operations in which our Company operates, for further details, see chapter
titled “Risk Factors” and “Our Promoter and Promoter Group” on page no. 38 and 309 respectively in this
Draft Red Herring Prospectus.
To align with the company’s long-term strategic vision and to unlock new growth avenues, this proposal seeks
approval for the creation of subsidiaries and step-down subsidiaries under the existing solar energy company.
1. Business Diversification and Expansion:
• Solar EPC (Engineering, Procurement, and Construction)
• Energy storage
2. Creation of specialized subsidiaries will enable the company to:
• Establish dedicated vehicles for each business vertical
• Isolate operational and financial risks per business line
2823. Operational and Strategic Flexibility:
• Independent decision-making aligned with specific market dynamics
• Tailored strategies per geography or technology
This strategic restructuring through the formation of subsidiaries and step-down subsidiaries is not just a
structural realignment — it is a forward-looking move to build a resilient, agile, and investment-ready corporate
group in the fast-transforming renewable energy landscape.
We seek to proceed with the creation and registration of relevant legal entities in alignment with business
requirements, regulatory compliance, and investment plans.
283OUR MANAGEMENT
Board of Directors
In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than three
Directors and not more than 15 Directors.
As on the date of this Draft Red Herring Prospectus, our Board comprises of Eight Directors including one Chairman and
Managing director, one Whole Time Director, two Executive Director (including one Women Director), four Non-Executive
Independent Directors (including one Women Independent Director.)
Our Company is in compliance with the corporate governance laws prescribed under the SEBI Listing Regulations and the
Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.
The details of the Directors are as mentioned in the below table:
Sr. Name, Designation, Date of Birth, Address, Occupation,
Other Directorships
No Current Term, Period of Directorship, Age and DIN
1. Dharmesh Ashokbhai Makadiya Indian Companies
Designation: Chairman and Managing Director • Deon Renewables Private Limited
Date of Birth: June 12, 1987 • Deon Energy One Private Limited
• Deon Energy Two Private Limited
Address: Umiyanagar, Nr. Bus Stand, Bhayavadar, Rajkot,
Gujarat 360450, India • Deon Energy Three Private Limited
Occupation: Business • Deon Energy Four Private Limited
• Deon Energy Five Private Limited
Current Term: Five years commencing from April 23, 2025
Foreign Companies
Period of Directorship: Director since the Incorporation
(April 11, 2024).
NIL
Age: 38 Years
LLP
DIN: 10588120
Brightsourse Renewables Energy LLP
2. Chiragbhai Dineshbhai Kalariya Indian Companies
Designation: Whole-time Director NIL
Date of Birth: January 01, 1985 Foreign Companies
Address: Shree Ram, Jetpur Road, Punit Nagar, Main Road, NIL
Gondal, Rajkot 360311, Gujarat, India
LLP
Occupation: Business
NIL
Current Term: Five years commencing from July 25, 2025
Period of Directorship: Appointed as an Additional Director
on July 18, 2025 and Re-designated as a Whole-time
Director on July 25, 2025
Age: 40 Years
DIN: 07105719
284Sr. Name, Designation, Date of Birth, Address, Occupation,
Other Directorships
No Current Term, Period of Directorship, Age and DIN
3. Archanaben Kalariya Indian Companies
Designation: Executive Director NIL
Date of Birth: January 18, 1989 Foreign Companies
Address: Shree Ram, Jetpur Road, Punit Nagar Main Road, NIL
Gondal, Rajkot 360311, Gujarat, India
LLP
Occupation: Business
NIL
Current Term: Five years commencing from July 25, 2025.
Period of Directorship: Director since the Incorporation
(April 11, 2024).
Age: 36 Years
DIN: 10588121
4. Bhargav Chaturbhai Kavar Indian Companies
Designation: Executive Director and Chief Financial Officer • Emicon Tiles Private Limited
Date of Birth: October 10, 1986 • Deon Renewables Private Limited
• Deon Energy One Private Limited
Address: Bhargav, Plot Number – 4 Shakti Society, Ravapar
Road, Morbi, Gujarat 363641, India
• Deon Energy Two Private Limited
Occupation: Service
• Deon Energy Three Private Limited
Current Term: Executive Director since the Incorporation • Deon Energy Four Private Limited
(April 11, 2024).
• Deon Energy Five Private Limited
Period of Directorship: Director since the Incorporation
Foreign Companies
(April 11, 2024).
NIL
Age: 38 Years
LLP
DIN: 07547401
Portocer Tiles LLP
5. Rajnikant C Patel Indian Companies
Designation: Non-Executive Independent Director NIL
Date of Birth: July 02, 1966 Foreign Companies
NIL
Address: Chaitanya, Block Number-8, Silver Avenue
Society, Street Number-5, Behind Parimal School, Kalawad LLP
Road, Sau Uni Area, Rajkot 360005, Gujarat, India
NIL
Occupation: Service
Current Term: Non-Executive Independent Director of the
company for 5 years with effect from July 25, 2025
285Sr. Name, Designation, Date of Birth, Address, Occupation,
Other Directorships
No Current Term, Period of Directorship, Age and DIN
Period of Directorship: Director Since July 18, 2025
Age: 59 Years
DIN: 11183181
6. Ashokkumar Jivaraj Chavda Indian Companies
Designation: Non-Executive Independent Director MEC Power Solutions Limited
Date of Birth: September 05, 1966 Foreign Companies
Address: Om Shivnagar Street No. 5, Near P. D. M College, NIL
Gondal Road, Rajkot 360004, Gujarat, India
LLP
Occupation: Service
NIL
Current Term: Non-Executive Independent Director of the
company for 5 years with effect from July 25, 2025
Period of Directorship: Director Since July 18, 2025
Age: 59 Years
DIN: 11119754
7. Maulik S Bagdai Indian Companies
Designation: Non-Executive Independent Director Nil
Date of Birth: February 14, 1987 Foreign Companies
Address: Hanumandhara Block No-1, Nandanvan Society Nil
Street No-1, 150 Feet Ring Road, Nanavati Chowk, Raiya
Road, Rajkot 360007, Gujarat, India. LLP
Occupation: Business NIL
Current Term: Non-Executive Independent Director of the
company for 5 years with effect from July 25, 2025
Period of Directorship: Director since July 18, 2025
Age: 38 years
DIN: 11180931
8. Himali R Lakhani Indian Companies
Designation: Non-Executive Independent Director • Sigma Insurance Broking Private Limited
Date of Birth: August 26, 1992 • Orbit Wires India Limited
Address: B-504, Orchid Exotica, off. Corporate Road, Nr. • Shrisaya Enterprises Private Limited
Orchid Mayfair, Prahladnagar, Jivraj Park, Ahmedabad
380051, Gujarat, India Foreign Companies
286Sr. Name, Designation, Date of Birth, Address, Occupation,
Other Directorships
No Current Term, Period of Directorship, Age and DIN
Occupation: Business Nil
Current Term: Non-Executive Independent Director of the LLP
company for 5 years with effect from July 25, 2025
NIL
Period of Directorship: Director since July 18, 2025
Age: 32 years
DIN: 07075457
Brief Profile of Our Directors
Dharmesh Ashokbhai Makadiya, aged 38 years is the Chairman and Managing Director of our Company. He has completed
his Bachelor’s degree in Business Administration from Saurashtra University. In his previous stint, he was associated with
Topsun Energy Limited from July 2013 to March 2016 as Assistant Manager in Marketing department. He was involved in
Sole Proprietorship named Dharmesh Ashokbhai Makadiya from April 2016 to March 2018, He was also associated with
Solarium Green Energy LLP from April 2016 to July 2020 as Head in Sales and Marketing Department. He was also
associated with M/s. Deon Renewables (Partnership firm) from June 2023 to December 2024. He was originally appointed
as Partner of erstwhile Partnership firm M/s. Deon Energy from June 2020 which was then converted into a Private Limited
Company named as Deon Energy Private Limited and he was subscriber to MOA and appointed as the First Director of our
Company from April 11, 2024 and redesignated as Managing Director with effect from April 23, 2025. He is also associated
with Brightsource Renewables Energy LLP as a Partner from August 2024 and also holds profit sharing as a representative
Director of our Company in the LLP. Also, he is the director in Wholly Owned Subsidiary Company, Deon Renewables
Private Limited from August 2025 and Step-down Subsidiaries namely, Deon Energy One Private Limited from September
2025, Deon Energy Two Private Limited from September 2025, Deon Energy Three Private Limited from September 2025,
Deon Energy Four Private Limited from September 2025, Deon Energy Five Private Limited from August 2025. He has
experience of 12 years in which our company operates.
Chiragbhai Dineshbhai Kalariya, aged 40 years is the Whole-Time Director of our Company. In his previous stint, he was
associated with Peoples Holiday Resorts Private Limited as Director from April 2015 to July 2017, Solarium Green Energy
LLP as Designated Partner from December 2015 to December 2017, Vishvam Minchem LLP as Designated Partner from
January 2017 to October 2017, Shreenath Developers (Partnership Firm) as Partner from December 2013 to April 2020
which is engaged in construction works, Whitewatts Renewtech LLP as Partner from January 2020 to August 2025 and Deon
Renewables (Partnership firm) from June 2023 to July 2023. He was originally appointed as Partner of erstwhile Partnership
firm M/s. Deon Energy from June 2020 to July 2023, then appointed as an Additional Director of our Company from July
18, 2025 and redesignated as Whole-Time Director with effect from July 25, 2025. Currently he is associated with Ultrashine
Solar Industries (Partnership Firm) as a Partner since August 15, 2020, shreeji Infra (Sole proprietorship firm) since January
2020 and Rudra Marketing (partnership firm) since September, 2021. He has overall experience of 11 years, out of which 5
years of experience in which our company operates.
Archanaben Kalariya, aged 36 years is the Executive Director of our Company. She has completed bachelor’s degree in
Arts from Saurashtra University. In her previous Stint, she was associated with Ultrashine Solar Industries (Partnership Firm)
as a Project Manager from April 2022 to March 2023. she was associated with M/s. Deon Renewables (Partnership firm)
from July 2023 to December 2024. She was appointed as Partner of erstwhile Partnership firm M/s. Deon Energy from July
2023 which was then converted into a Private Limited Company named as Deon Energy Private Limited and she was
subscriber to MOA and appointed as the First Director of our Company from April 11, 2024 and redesignated as Whole
Time Director with effect from April 23, 2025 and then redesignated as Executive Director with effect from July 25, 2025.
She is currently associated with Shree ji Biofuel (Partnership firm) since July 2023. She has experience of 3 years in which
our company operates.
Bhargav Chaturbhai Kavar, aged 38 years is the Executive Director and Chief Financial Officer of our Company. He has
completed his bachelor’s degree in Commerce from Saurashtra University. He is a Chartered Accountant and holds
membership certificate from Institute of Chartered Accountants of India. In his previous stint, he was associated with Kavar
& Co (Sole Proprietorship) since January 2013 to May 2025. Italica Granito Private Limited from June 2016 to December
2024 as a Director in the field of Finance and was also associated with M/s. Deon Renewables (Partnership firm) from July
2023 to December 2024 as a Partner. He was appointed as Partner of erstwhile Partnership firm M/s. Deon Energy from July
2872023 and then he was appointed as an Executive Director of our Company from April 11, 2024 pursuant to conversion of
partnership firm into Private Limited Company named as Deon Energy Private Limited and was also designated as Chief
Financial Officer with effect from July 25, 2025. Also, he is the director in Wholly Owned Subsidiary Company, Deon
Renewables Private Limited from August 2025 and Step-down Subsidiaries namely, Deon Energy One Private Limited from
September 2025, Deon Energy Two Private Limited from September 2025, Deon Energy Three Private Limited from
September 2025, Deon Energy Four Private Limited from September 2025, Deon Energy Five Private Limited from August
2025, Emicon Tiles Private Limited as Director since December 2024, Portocer Tiles LLP as designated partner since
December 2024, Shree ji Biofuel (Partnership firm) since July 2023. and Portocer International (Partnership firm) as a Partner
since December 2024 dealing in tiles industry. He has an overall experience of 12 years in finance field out of which 2 years
of work experience in which our company operates.
Rajnikant C Patel, aged 59 years is the Non-Executive Independent Director of our Company. He has completed Bachelor
of Engineering (Power Electro) from Saurashtra University. He has also completed Bachelor of Laws (Special) from
Saurashtra University. He has completed Master of Social Work from Saurashtra University. In his previous stint, he was
associated with Paschim Gujarat Vij Company Limited from April 1990 and retired as Chief Engineer (Tech) on July 2024.
He was appointed as an additional director on July 18, 2025 and was redesignated as a Non-Executive Independent director
with effect from July 25, 2025. He has an experience of more than 34 years in Electricity Distribution Industry.
Ashokkumar Jivaraj Chavda, aged 59 years is the Non-Executive Independent Director of our Company. He has completed
Bachelor of Engineering degree (In Electrical Branch) from Gujarat University. He has completed Master of Technology
with Specialization in Electrical Power System from R K University. He holds Master of Business Administration from
Indira Gandhi National Open University, New Delhi. He also holds Doctor of Philosophy from Pandit Deendayal Energy
University, Gandhinagar. He has been associated with Gujarat Energy Transmission Corporation Limited from November
1989 and retired as Chief Engineer on September 2024. Currently he is associated with MEC Power Solutions Limited as an
Independent Director from May 2025. He was appointed as an additional director on July 18, 2025 and was redesignated as
a Non-Executive Independent director with effect from July 25, 2025, He has an experience of more than 35 years in
Electricity Distribution Industry.
Maulik S Bagdai aged 38 years is the Non-Executive Independent Director of our Company. He has completed Bachelor of
Commerce degree from Saurashtra University. He is a Chartered Accountant and holds membership certificate from Institute
of Chartered Accountants of India. He has also completed certificate course on Concurrent Audit of Banks, Artificial
Intelligence for CA (AICA) – Level 1 and Forensic Accounting and Fraud Detection of The Institute of Chartered
Accountants of India. In his Previous Stint, he was associated with Larsen & Toubro Limited (Electrical and Automation)
from May 2010 to January 2014 as an Assistant Manager – Financial Accounts. He was associated with Bagdai & Associates
(Proprietorship) as a founder from May 2013 to June 2024. Currently, he is associated with A B K B & Co. Partnership Firm
(formerly known as Bhalara Kotecha & Associates, Chartered Accountants) as Managing Partner from June 2024. He was
appointed as an additional director on July 18, 2025 and was redesignated as a Non-Executive Independent director with
effect from July 25, 2025. He has experience of over 15 years in field of Auditing and Taxation.
Himali R Lakhani, aged 32 years is the Non-Executive Independent Director of our Company. She has completed Bachelor
of Commerce degree from Ahmedabad University. She is a Chartered Accountant and holds membership certificate and
Certificate of practice from Institute of Chartered Accountants of India. She has also completed Certificate Course on
Forensic Audit and Fraud Detection Course from The Institute of Chartered Accountants of India. She has also completed
Direct General Insurance Broker training from National Insurance Academy. In her Previous stint, she was associated with
R S Patel & Co, Chartered Accountants as an Article Assistant from 2011 to 2014 then she was re-appointed as Audit
Executive from 2016 to 2017, then she was appointed as a Partner from 2017 to 2024 and currently she is associated as a
consultant from 2024 till date. Also, in her previous stint she was associated with Sigma Insurance Broking Private Limited
as Branch Head from 2014 to 2016 and then appointed as a director from March 2017, Currently, she is associated with H.R.
Lakhani & Associates as a Partner from August 2020 till date. She is also appointed as a Director in Orbit Wires India
Limited from December 2024 and appointed as director in Shrisaya Enterprises Private Limited from January 2025. She was
appointed as an additional director on July 18, 2025 in our company and was redesignated as a Non-Executive Independent
director with effect from July 25, 2025. She has an overall experience of over 10 years in field of Audit, Accounts and
Insurance.
Confirmations
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being
traded on any stock exchanges, in the last five years prior to the date of this Draft Red Herring Prospectus, during the term
of their directorship in such company.
Further, none of our directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
288None of our Directors have been identified as a wilful defaulter, as defined in the SEBI Regulations and there are no violations
of securities laws committed by them in the past and no prosecution or other proceedings for any such alleged violation are
pending against them.
Neither Company nor our Directors are declared as fugitive economic offenders as defined in Regulation 2(1) (p) of the SEBI
ICDR Regulations, and have not been declared as a ‘fugitive economic offender’ under Section 12 of the Fugitive Economic
Offenders Act, 2018.
None of our Directors have been debarred from accessing capital markets by the Securities and Exchange Board of India.
Additionally, none of our directors are or were, associated with any other company which is debarred from accessing the
capital market by the Securities and Exchange Board of India.
Except as stated below, none of our directors are related to each other:
Name of Directors Relationship
Chiragbhai Dineshbhai Kalariya, Whole-Time Director and Archanaben
Husband-Wife
Kalariya, Executive Director
Except as stated above and as disclosed in “Our Management – Relationship among Key Managerial Personnel and/or Senior
Management Personnel”, our directors are not related to any of the Key Managerial Personnel and Senior Management
Personnel of our Company.
No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our Directors or
to the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to
become or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or
company in which they are interested, in connection with the promotion or formation of our Company.
None of our Directors are or have been on the board of directors of any company that was or has been directed by any of the
registrars of companies in India, to be struck off from the rolls of such registrar of companies under Section 248 of the
Companies Act.
Arrangement or Understanding with Major Shareholders, Customers, Suppliers or Others
None of our Directors have been appointed on our Board pursuant to any arrangement with our major shareholders,
customers, suppliers or others.
Service contracts with Directors
Other than the statutory benefits available to the Executive Directors, none of our Directors have entered into service
contracts with our Company which provide benefits upon termination of employment.
Details of Borrowing Powers
In accordance with our Articles of Association, the applicable provisions of the Companies Act, and pursuant to a resolution
passed by our Board in its Meeting held on September 01, 2025 and a resolution passed by our Shareholders at their Extra
Ordinary General Meeting held on September 01, 2025 at shorter notice, our Board is authorised to borrow, from time to
time, any sum or sums of monies which together with the monies already borrowed by the Company (apart from temporary
loans obtained or to be obtained from the Company’s bankers) exceeding the aggregate of the paid-up share capital, free
reserves and securities premium provided that the total amount so borrowed by the Board shall not at any time exceed ₹
4,000.00 million or the aggregate of the paid-up share capital, free reserves and securities premium of the Company or as
may be specified in the applicable provisions of law, whichever is higher.
Compensation of our Managing Director, Whole-Time Director and Executive Directors
The compensation payable to our Managing Director, Whole-Time Director and Executive Directors will be governed as per
the terms of their appointment and shall be subject to the provisions of Sections 2(54), 2(94), 188,196,197,198 and 203 and
any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013 and
the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions of the
Companies Act, 1956, for the time being in force).
289Terms of Appointment and Remuneration of Executive Directors
Chairman and Managing Director
Dharmesh Ashokbhai Makadiya
Dharmesh Ashokbhai Makadiya has been director of our Company since Incorporation i.e., April 11, 2024. Further, Board
Resolution passed by Directors of the Company dated April 22, 2025 and the special resolution passed by the Shareholders
on April 23, 2025, he was Re-designated as the Managing Director of our Company for a period of five years with effect
from April 23, 2025.
Further, pursuant to the resolution passed by the Board on April 22, 2025 and the special resolution passed by the
Shareholders’ on April 23, 2025 he is entitled to the following remuneration for a period of five years with effect from April
23, 2025:
Particulars Terms of remuneration
Remuneration ₹ 3.6 million per annum
In Fiscal 2025, he received an aggregate remuneration of ₹1.2 million.
Whole-Time Director
Chiragbhai Dineshbhai Kalariya
Chiragbhai Dineshbhai Kalariya was appointed as an Additional Director pursuant to the Board Resolution dated July 18,
2025. Further, Board Resolution passed by Directors of the Company dated July 18, 2025 and the special resolution passed
by the Shareholders on July 25, 2025, he was Re-designated as the Whole-Time Director of our Company for a period of
five years with effect from July 25, 2025.
Further, pursuant to the resolution passed by the Board on July 18, 2025 and the special resolution passed by the
Shareholders’ on July 25, 2025 he is entitled to the following remuneration for a period of three years with effect from April
23, 2025:
Particulars Terms of remuneration
Remuneration ₹ 2.4 million per annum
In Fiscal 2025, he has not received remuneration, since he was appointed with effect from July 25, 2025.
Executive Directors
Archanaben Kalariya
Archanaben Kalariya has been Executive Director of our Company since Incorporation i.e., April 11, 2024. Further, Board
Resolution passed by Directors of the Company dated April 22, 2025 and the special resolution passed by the Shareholders’
on April 23, 2025, she was Re-designated as the Whole time Director of our Company for a period of five years with effect
from April 23, 2025, further, pursuant to Board Resolution passed by Directors of the Company dated July 18, 2025 and the
special resolution passed by the Shareholders’ on July 25, 2025, she was Re-designated as the Executive Director of our
Company.
Further, pursuant to the resolution passed by the Board on April 18, 2025 and the special resolution passed by the
Shareholders on July 25, 2025 he is entitled to the following remuneration for a period of five years with effect from April
23, 2025:
Particulars Terms of remuneration
Remuneration ₹ 1.2 Million per annum.
In Fiscal 2025, she received an aggregate remuneration of ₹1.2 million.
Bhargav Chaturbhai Kavar
290Bhargav Chaturbhai Kavar has been Executive Director of our Company since Incorporation i.e., April 11, 2024. Further,
pursuant to Board Resolution passed by Directors of the Company dated July 18, 2025 and the special resolution passed by
the Shareholders on July 25, 2025, he is also appointed as the Chief Financial Officer of our Company with effect from July
25, 2025.
Further, pursuant to the resolution passed by the Board on April 18, 2025 and the special resolution passed by the
Shareholders on July 25, 2025 he is entitled to the following remuneration with effect from April 23, 2025:
Particulars Terms of remuneration
Remuneration ₹ 1.8 million per annum (inclusive of Salary, Perquisites, Benefits, incentives and allowances)
In Fiscal 2025, he has not received remuneration.
Terms of appointment of our Non-Executive, Independent Directors
Pursuant to the resolution passed by our Board of Directors on July 18, 2025 and special resolution dated July 25, 2025, our
Non-Executive Directors / Independent Directors are entitled to: (i) sitting fees of ₹ 0.005 Million for attending each meeting
of the Board of Directors and each meeting of the Committees of the Board thereof. Further, our Independent Directors may
be paid commission and reimbursement of expenses as permitted under the Companies Act and the SEBI LODR Regulations.
Our Non-Executive, Independent Directors, Rajnikant C Patel, Ashokkumar Jivaraj Chavda, Maulik S Bagdai and Himali R
Lakhani were not paid any sitting fees for Fiscal 2025.
Except as disclosed above, our Company has not entered into any contract appointing or fixing the remuneration of a director,
or manager in the two years preceding the date of this Draft Red Herring Prospectus.
Remuneration paid or payable to our Directors by our Wholly-owned Subsidiary or Step Down Subsidiaries
Our Company has a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited incorporated on August
06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated on September 12, 2025,
Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three Private Limited incorporated
on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01, 2025 and Deon Energy Five
Private Limited incorporated on August 29, 2025, as on date of this Draft Red Herring Prospectus and accordingly, none of
our directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our Wholly-
owned Subsidiary for the Fiscal Year 2025.
Contingent and deferred compensation payable to Directors
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to the Directors,
which does not form part of their remuneration.
Bonus or profit-sharing plan of our directors
None of our Directors is entitled to any bonus or profit-sharing plans of our Company. For further details see “– Terms of
Appointment & Remuneration of our Executive Directors” on page 290.
Shareholding of our Directors in our Company
As per our Articles of Association, our directors are not required to hold any qualification Equity Shares.
Except as disclosed below, as on the date of this Draft Red Herring Prospectus, none of our directors hold any Equity Shares
in our Company:
Sr. Name of the Director No. of Equity % of pre Issue Percentage of the post-Issue
No. Shares paid up shares paid up share capital (%)*
1. Dharmesh Ashokbhai Makadiya 87,63,650 36.50% [●]
2. Chiragbhai Dineshbhai Kalariya 68,42,850 28.50% [●]
3. Archanaben Kalariya 21,60,900 9.00% [●]
2914. Bhargav Chaturbhai Kavar 55,22,300 23.00% [●]
* To be updated prior to filing the Prospectus with the RoC, Subject to finalisation of the Basis of Allotment.
None of the Independent Directors of the Company holds any Equity Shares of Company as on the date of this Draft Red
Herring Prospectus.
Interest of Directors
Our directors, may be deemed to be interested to the extent of remuneration or fees payable to them for attending meetings
of our Board or a committee thereof, to the extent of other reimbursement of expenses, if any, payable to them by our
Company under our Articles of Association and their respective appointment letters, to the extent of commission payable to
them by our Company and to the extent of remuneration paid to them for services rendered as an officer or employee of our
Company or rent payable for the property provided on lease. For further details, see “– Terms of Appointment and
Remuneration to our Directors”, on page 291.
Our directors may also be deemed to be interested in our Company, our Wholly Owned Subsidiary and Step Down
Subsidiaries to the extent of Equity Shares (together with dividends and other distributions in respect of such Equity Shares),
held by them or held by the entities in which they are associated as promoters, directors, partners, proprietors or trustees or
held by their relatives. Our Directors, Dharmesh Ashokbhai Makadiya and Bhargav Chaturbhai Kavar, may also receive rent
for lease of one of our Solar Power plant (Independent Power Producer) at Revenue Survey Number 184, Ingorala village,
lathi Taluka, Amreli District, Gujarat, pursuant to a Lease deed dated April 24, 2025 for a rent payable at ₹0.033 million
yearly with yearly escalation of 5% in Every 4 Year for a term of 28 years. For Further details, please see “Business Chapter–
Our Properties” on page 257.
Our directors may also be interested to the extent of guarantees provided by them on behalf of our Company to third parties.
For details, see “History and Certain corporate Matters - Guarantees provided to third parties by our Promoter” on page
274.
Except Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben Kalariya and Bhargav Chaturbhai
Kavar, who are interested in the promotion or the formation of our Company by virtue of being the Promoters of our
Company, none of our other Directors are interested in the promotion or formation of our Company.
Further, our directors are also directors on the boards, or are shareholders, kartas, trustees, proprietors, members or partners,
of entities with which our Company has had related party transactions and may be deemed to be interested to the extent of
the payments made by our Company, if any, to these entities. For further details, see “Summary of Offer Documents –
Summary of Related Party Transactions” on page 29.
Except, as disclosed in “Our Group Companies – Nature and extent of interest of Group Company” on page Error!
Bookmark not defined. of this Draft Red Herring Prospectus, none of our directors have any interest in any property
acquired or proposed to be acquired of or by our Company or in any transaction by our Company with respect to the
acquisition of land, construction of building or supply of machinery during the three years preceding the date of this Draft
Red Herring Prospectus.
Except, as disclosed in “Our Promoter and Promoter Group- Interest of Our Promoters” on page 310 of this Draft Red
Herring Prospectus There is no conflict of interest between any of our directors and lessors of the immovable properties,
which are crucial for the operations of our Company.
Loans to Directors
As on the date of this Draft Red Herring Prospectus, no loans have been availed to our Directors from our Company.
Changes to our Board in the last three years
Except as mentioned below, there have been no changes in our directors in the last three years:
Name of Director Date of Change Reason for Change
Dharmesh Ashokbhai Makadiya April 11, 2024 Appointed as First Director
Archanaben Kalariya April 11, 2024 Appointed as First Director
Bhargav Chaturbhai Kavar April 11, 2024 Appointed as First Director
292Name of Director Date of Change Reason for Change
Change in designation from Executive Director to
Dharmesh Ashokbhai Makadiya April 23, 2025
Chairman and Managing Director
Change in designation from Executive Director to
Archanaben Kalariya April 23, 2025
Whole time Director
Rajnikant C Patel July 25, 2025 Appointed as Non-Executive Independent Director
Ashokkumar Jivaraj Chavda July 25, 2025 Appointed as Non-Executive Independent Director
Maulik S Bagdai July 25, 2025 Appointed as Non-Executive Independent Director
Himali R Lakhani July 25, 2025 Appointed as Non-Executive Independent Director
Change in designation from Whole time Director to
Archanaben Kalariya July 25, 2025
Executive Director
Chiragbhai Dineshbhai Kalariya July 25, 2025 Appointed as Whole Time Director
Note: This table does not include the regularization of additional Directors.
Corporate Governance
As on the date of this Draft Red Herring Prospectus, our Board comprises of Eight Directors including one Chairman and
Managing director, one Whole Time Director, two Executive Directors (including one Women Director), four Non-Executive
Independent Directors (including one Women Independent Director.) Our Board functions either as a full board or through
various committees constituted to oversee specific functions. Our Company is in compliance and undertakes to take all
necessary steps to continue to comply with the corporate governance norms prescribed under the SEBI Listing Regulations
and the Companies Act, 2013 in relation to the composition of our Board and constitution of committees thereof.
Committees of the Board of Directors
The details of the committees of our Board are set forth below. In addition to the committees of our Board described below,
our Board of Directors may, from time to time, constitute committees for various functions. Our Company has constituted
the following Board committees:
• Audit Committee
• Stakeholders’ Relationship Committee
• Nomination, Remuneration and Compensation Committee
• Corporate Social Responsibility Committee
• IPO Committee
Audit Committee
The Audit Committee was constituted pursuant to resolution of our Board dated September 02, 2025.
The composition of the Audit Committee and its terms of reference are in compliance with Regulation 18 of the SEBI Listing
Regulations and Section 177 of the Companies Act, 2013. The current constitution of the Audit Committee is as follows:
Name of the Directors Nature of Directorship Designation in Committee
Himali Rameshbhai Lakhani Non-Executive Independent Director Chairperson
Dharmesh Ashokbhai Makadiya Chairman and Managing Director Member
Maulik Satishbhai Bagdai Non-Executive Independent Director Member
The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.
The role of Audit Committee shall include but shall not be restricted to the following:
1. Overseeing the Company’s financial reporting process, examination of the financial statement and the auditors’
report thereon and the disclosure of its financial information to ensure that the financial statement is correct, sufficient
and credible;
2932. Recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company including the internal auditor, cost auditor and statutory auditor of the
Company, and fixation of the audit fee;
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:
(i) 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;
(ii) changes, if any, in accounting policies and practices and reasons for the same;
(iii) major accounting entries involving estimates based on the exercise of judgment by management;
(iv) significant adjustments made in the financial statements arising out of audit findings;
(v) compliance with listing and other legal requirements relating to financial statements;
(vi) disclosure of any related party transactions; and
(vii) modified opinion(s) in the draft audit report;
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. 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 issue
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
7. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
8. Formulating a policy on related party transactions, which shall include materiality of related party transactions;
9. Approval or any subsequent modification of transactions of the Company with related parties; All related party
transactions shall be approved by only Independent Directors who are the members of the committee and the other
members of the committee shall reuse themselves on the discussions related to related party transactions;
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 applicable Accounting Standards and/or the Companies Act, 2013.
10. Review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant
to each of the omnibus approvals given;
11. Scrutiny of inter-corporate loans and investments;
12. Valuation of undertakings or assets of the Company, wherever it is necessary; Appointment of Registered Valuer
under Section 247 of the Companies Act, 2013.
13. Evaluation of internal financial controls and risk management systems;
29414. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
15. 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;
16. Discussion with internal auditors of any significant findings and follow up thereon;
17. 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;
18. 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;
19. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
20. To review the functioning of the whistle blower mechanism;
21. Approval of appointment of chief financial officer (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;
22. Carrying out any other function as is mentioned in the terms of reference of the audit committee; and
23. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiaries
exceeding rupees 100 crore or 10% of the asset size of the subsidiaries, whichever is lower including existing loans
/ advances / investments existing as on the date of coming into force of this provision.
24. To formulate, review and make recommendations to the Board to amend the Terms of Reference of Audit Committee
from time to time;
25. Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;
26. Reviewing the utilization of loans and/or advances from/investment by the Company in the subsidiaries exceeding
rupees 100 crore or 10% of the asset size of the subsidiaries, whichever is lower including existing loans / advances
/ investments existing as on the date of coming into force of this provision;
27. the Audit Committee shall review compliance with the provisions of the SEBI Insider Trading Regulations, at least
once in a financial year and shall verify that the systems for internal control under the said regulations are adequate
and are operating effectively;
28. to consider the rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc. of the
Company and provide comments to the Company’s shareholders; and
29. Carrying out any other functions as provided under the provisions of the Companies Act, the SEBI Listing
Regulations and other applicable laws, and carrying out any other functions as may be required / mandated and/or
delegated by the Board as per the provisions of the Companies Act, 2013, SEBI Listing Regulations, uniform listing
agreements and/or any other applicable laws or by any regulatory authority and performing such other functions as
may be necessary or appropriate for the performance of its duties.
Explanation (i): The term “related party transactions” shall have the same meaning as contained in the Ind AS 24, Related
Party Transactions, issued by The Institute of Chartered Accountants of India.
Explanation (ii): If the Issuer has set up an audit committee pursuant to provision of the Companies Act, the said audit
committee shall have such additional functions / features as is contained in this clause.
The Audit Committee enjoys following powers:
295a) To investigate any activity within its terms of reference.
b) To seek information from any employee.
c) To obtain outside legal or other professional advice.
d) To secure attendance of outsiders with relevant expertise if it considers necessary.
e) such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
The Audit Committee shall mandatorily review the following information:
i) Management discussion and analysis of financial condition and results of operations;
ii) Statement of significant related party transactions (as defined by the audit committee), submitted by management;
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors;
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment, removal and terms of remuneration of the internal auditor shall be subject to review by the Audit
Committee.
vi) statement of deviations:
(a) half yearly statement of deviation(s) submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI
LODR Regulations; and
(b) annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice
in terms of Regulation 32(7) of the SEBI LODR Regulations.
vii) the financial statements, in particular, the investments made by any unlisted subsidiaries; and
viii) such information as may be prescribed under the Companies Act and SEBI Listing Regulations.
The recommendations of the Audit Committee on any matter relating to financial management, including the audit report,
are binding on the Board. If the Board is not in agreement with the recommendations of the Committee, reasons for
disagreement shall have to be incorporated in the minutes of the Board Meeting and the same has to be communicated to the
shareholders. The Chairman of the committee has to attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit.
Meeting of Audit Committee and Relevant Quorum:
The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI Listing
Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the members of the
audit committee, whichever is greater, with at least two independent directors.
Stakeholders’ Relationship Committee (“SRC”)
The SRC was constituted pursuant to resolution of our Board dated September 02, 2025.
296The composition of the SRC and its terms of reference are in compliance with Regulation 20 of the SEBI Listing Regulations
and Section 178 of the Companies Act, 2013.
The Stakeholder’s Relationship Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Maulik S Bagdai Non-Executive Independent Director Chairman
Dharmesh Ashokbhai Makadiya Chairman and Managing Director Member
Chiragbhai Dineshbhai Kalariya Whole-Time Director Member
The Company Secretary of the Company will act as the Secretary of the Committee.
This committee will address all grievances of Shareholders/Investors and its terms of reference include the following:
1. Redressal of all security holders’ and investors’ grievances such as complaints related to transfer of shares, including
non-receipt of share certificates and review of cases for refusal of transfer/transmission of shares and debentures,
dematerialization and re-materialization of shares, non-receipt of balance sheet, non-receipt of declared dividends,
non-receipt of annual reports, etc., assisting with quarterly reporting of such complaints and formulating procedures in
line with statutory guidelines to ensure speedy disposal of various requests received from shareholders;
2. Resolving the grievances of the security holders of the Company including complaints related to allotment of shares,
approval of transfer or transmission of shares, debentures or any other securities, non-receipt of annual report, non-
receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
3. Giving effect to all transfer/transmission of shares and debentures, dematerialization of shares and re-materialization
of shares, split and issue of duplicate/consolidated share certificates, compliance with all the requirements related to
shares, debentures and other securities from time to time;
4. Reviewing the adherence to the service standards by the Company with respect to various services rendered by the
registrar and transfer agent of our Company and to recommend measures for overall improvement in the quality of
investor services;
5. Review of measures taken for effective exercise of voting rights by shareholders;
6. Review of adherence to the service standards adopted by the Company in respect of various services being rendered by
the registrar & share transfer agent;
7. To approve allotment of shares, debentures or any other securities as per the authority conferred / to be conferred to
the Committee by the Board of Directors from time to time;
8. To approve requests for transfer, transposition, deletion, consolidation, sub-division, change of name,
dematerialization, dematerialization etc. of shares, debentures and other securities;
9. To monitor and expedite the status and process of dematerialization and rematerialisation of shares, debentures and
other securities of the Company; and
10. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the
Company.
11. Such terms of reference as may be prescribed under the Companies Act and SEBI Listing Regulations.
Meeting of Stakeholders’ Relationship Committee and Relevant Quorum:
The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of
the SEBI Listing Regulations.
Nomination and Remuneration Committee (“NRC”)
297The NRC was constituted pursuant to resolution of our Board dated September 02, 2025.
The composition of the NRC and its terms of reference are in compliance with Regulation 19 of the SEBI Listing Regulations
and Section 178 of the Companies Act, 2013.
The Nomination and Remuneration Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Rajnikant C Patel Non-Executive Independent Director Chairman
Ashokkumar Jivaraj Chavda Non-Executive Independent Director Member
Maulik Satishbhai Bagdai Non-Executive Independent Director Member
The Company Secretary of our Company acts as the Secretary to the Committee.
The scope of Nomination and Remuneration Committee shall include but shall not be restricted to the following:
1. Formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board 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;
The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run our Company successfully;
(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of
the Company and its goals.
3. Formulating criteria for evaluation of performance of independent directors and the Board;
4. Devising a policy on diversity of Board;
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 their appointment and removal and shall specify the
manner for effective evaluation of performance of the Board, its committees and individual directors to be carried out
either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its
annual report;
6. Extending or continuing the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
7. Recommending to the board, all remuneration, in whatever form, payable to senior management;
2988. Analysing, monitoring and reviewing various human resource and compensation matters, including the
compensation strategy;
9. Determining the Company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment, and determining remuneration packages of such directors;
10. Recommending the remuneration, in whatever form, payable to non-executive directors and the senior
management personnel and other staff (as deemed necessary);
11. Reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;
12. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option Scheme
of the Company;
13. Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of any
securities laws or any other applicable laws in India or overseas, including:
a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended;
and
b) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to
the Securities Market) Regulations, 2003, as amended;
14. Carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated by any
statutory notification, amendment or modification, as may be applicable;
15. Performing such other functions as may be necessary or appropriate for the performance of its duties; and
16. Perform such functions as are required to be performed by the Compensation Committee under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2022.
17. Administering the employee stock option scheme/plan approved by the Board and shareholders of the Company
in accordance with the terms of such scheme/plan (“ESOP Scheme”) including the following:
i. Determining the eligibility of employees to participate under the ESOP Scheme;
ii. Determining the quantum of option to be granted under the ESOP Scheme per employee and in aggregate;
iii. Date of grant;
iv. Determining the exercise price of the option under the ESOP Scheme;
v. The conditions under which option may vest in employee and may lapse in case of termination of employment
for misconduct;
vi. The exercise period within which the employee should exercise the option and that option would lapse on
failure to exercise the option within the exercise period;
vii. The specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;
viii. The right of an employee to exercise all the options vested in him at one time or at various points of time
within the exercise period;
ix. Re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;
x. The grant, vest and exercise of option in case of employees who are on long leave;
299xi. Allow exercise of unvested options on such terms and conditions as it may deem fit;
xii. The procedure for cashless exercise of options;
xiii. Forfeiture/ cancellation of options granted;
xiv. Formulating and implementing the procedure for making a fair and reasonable adjustment to the number of
options and to the exercise price in case of corporate actions such as rights issues, bonus issues, merger, sale of
division and others. In this regard following shall be taken into consideration:
• the number and the price of stock option shall be adjusted in a manner such that total value of the option to
the employee remains the same after the corporate action;
• for this purpose, global best practices in this area including the procedures followed by the derivative
markets in India and abroad may be considered; and the vesting period and the life of the option shall be
left unaltered as far as possible to protect the rights of the employee who is granted such option.
18. Construing and interpreting the employee stock option scheme/plan approved by the Board and shareholders of
the Company in accordance with the terms of such scheme/plan (“ESOP Scheme”) and any agreements defining the rights
and obligations of the Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the ESOP Scheme.
Meeting of Nomination and Remuneration Committee and Relevant Quorum:
The Nomination, Remuneration and Compensation Committee is required to meet at least once in a year under Regulation
19(3A) of the SEBI Listing Regulations. The quorum for a meeting of the Nomination, Remuneration and Compensation
shall be two members or one third of the members of the committee, whichever is greater, including at least one independent
director.
Corporate Social Responsibility Committee (“CSR Committee”)
The Corporate Social Responsibility Committee was constituted pursuant to resolution of our Board dated September 02,
2025.
The composition of the Corporate Social Responsibility Committee and its terms of reference are in compliance with
Regulation 19 of the SEBI Listing Regulations and Section 178 of the Companies Act, 2013.
The Corporate Social Responsibility Committee comprises of:
Name of the Directors Nature of Directorship Designation in Committee
Dharmesh Ashokbhai Makadiya Chairman and Managing Director Chairman
Chiragbhai Dineshbhai Kalariya Whole-Time Director Member
Himali Rameshbhai Lakhani Non-Executive Independent Director Member
The Company Secretary of our Company acts as the Secretary to the Committee.
The scope of Corporate Social Responsibility Committee shall include but shall not be restricted to the following:
1. To formulate and recommend to the Board, a Corporate Social Responsibility Policy stipulating, amongst others,
the guiding principles for selection, implementation and monitoring the activities as well as formulation of the
annual action plan which shall indicate the activities to be undertaken by the Company as specified in Schedule VII
of the Companies Act and the rules made thereunder and make any revisions therein as and when decided by the
Board;
2. To review and recommend the amount of expenditure to be incurred on the activities referred to in (a) and amount
to be incurred for such expenditure shall be as per the applicable law;
3. To identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
3004. To review and recommend the amount of expenditure to be incurred for the corporate social responsibility activities
and the distribution of the same to various corporate social responsibility programmes undertaken by the Company;
5. To delegate responsibilities to the corporate social responsibility team and supervise proper execution of all
delegated responsibilities;
6. To review and monitor the Corporate Social Responsibility Policy of the company and its implementation from
time to time, and issuing necessary directions as required for proper implementation and timely completion of
corporate social responsibility programmes ;
7. To do such other acts, deeds and things as may be required to comply with the applicable laws; and;
8. To take note of the Compliances made by implementing agency (if any) appointed for the corporate social
responsibility of the Company.
9. The Corporate Social Responsibility Committee shall formulate and recommend to the Board, an annual action plan
in pursuance of its corporate social responsibility policy, which shall include the following
• the list of corporate social responsibility projects or programmes that are approved to be undertaken in areas or
subjects specified in Schedule VII of the Companies Act;
• the manner of execution of such projects or programmes as specified in the rules notified under the Companies
Act;
• the modalities of utilisation of funds and implementation schedules for the projects or programmes;
• monitoring and reporting mechanism for the projects or programmes; and
• details of need and impact assessment, if any, for the projects undertaken by the Company;
10. To perform such other activities as may be delegated by the Board or specified/ provided under the Companies Act,
2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or by any other regulatory
authority.”
Meeting of Corporate Social Responsibility Committee and Relevant Quorum:
The Corporate Social Responsibility Committee is required to meet at least once in a year The quorum for the Corporate
Social Responsibility Committee meeting shall be one-third of its total strength (any fraction contained in that one-third be
rounded off as one) or two members, whichever is higher.”
IPO Committee
The IPO Committee was constituted pursuant to resolution of our Board dated September 02, 2025.
The members of the IPO Committee are:
Name of the Director Position in the Committee Designation
Dharmesh Ashokbhai Makadiya Chairman and Managing Director Chairman
Bhargav Chaturbhai Kavar Executive Director and CFO Member
Rajnikant C Patel Non-Executive Independent Director Member
The terms of reference of the IPO Committee include the following
a) To decide, negotiate and finalize, in consultation with the book running lead manager appointed in relation to the Issue
(the “BRLM”), all matters regarding the Pre-Issue Placement, if any, out of the fresh issue of Equity Shares by the
Company in the Issue, decided by the Board, including entering into discussions and execution of all relevant
documents with Investors;
b) To decide on other matters in connection with or incidental to the Issue, including the pre-Issue placement, timing,
pricing and terms of the Equity Shares, the Issue price, the price band, the size and all other terms and conditions of
the Issue including the number of Equity Shares to be issued in the Issue, the bid / Issue opening and bid/Issue closing
date, discount (if any), reservation, determining the anchor investor portion, issue price for anchor investors and
allocating such number of Equity Shares to anchor investors in consultation with the BLRM and in accordance with
301the SEBI ICDR Regulations and to do all such acts and things as may be necessary and expedient for, and incidental
and ancillary to the Issue including to make any amendments, modifications, variations or alterations in relation to the
Issue and to constitute such other committees of the Board, as may be required under Applicable Laws, including as
provided in the SEBI Listing Regulations;
c) To make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary, SEBI, the
RoC and any other governmental or statutory authorities as may be required in connection with the Issue and accept
on behalf of the Company such conditions and modifications as may be prescribed or imposed by any of them while
granting such approvals, permissions and sanctions as may be required and wherever necessary, incorporate such
modifications / amendments as may be required in the draft red herring prospectus (the “DRHP”), the red herring
prospectus (the “RHP”) and the Prospectus as applicable;
d) To finalize, settle, approve, adopt and file in consultation with the BRLM where applicable, the DRHP, the RHP the
Prospectus, the preliminary and final international wrap and any amendments (including dating of such documents),
supplements, notices, addenda or corrigenda thereto, and take all such actions as may be necessary for the submission
and filing of these documents including incorporating such alterations/corrections/ modifications as may be required
by SEBI, the RoC or any other relevant governmental and statutory authorities or in accordance with Applicable Laws;
e) To approve the relevant restated financial statements to be issued in connection with the Issue;
f) To appoint and enter into and terminate arrangements with the BRLM, and appoint and enter into and terminate
arrangements in consultation with the BRLM with underwriters to the Issue, syndicate members to the Issue, brokers
to the Issue, escrow collection bankers to the Issue, refund bankers to the Issue, registrars, public issue account bankers
to the Issue, sponsor bank, legal advisors, auditors, independent chartered accountants, advertising agency, registrar
to the Issue, depositories, custodians, grading agency, monitoring agency, industry expert, credit rating agencies,
printers, and any other agencies or persons or intermediaries whose appointment is required in relation to the Issue
including any successors or replacements thereof, and to negotiate, finalise and amend the terms of their appointment,
including but not limited to the execution of the mandate letter with the BRLM and negotiation, finalization, execution
and, if required, amendment or termination of the Issue agreement with the BRLM;
g) To decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors, if any;
h) To negotiate, finalise and settle and to execute and deliver or arrange the delivery of the DRHP, the RHP, the
Prospectus, Issue agreement, syndicate agreement, underwriting agreement, share escrow agreement, cash escrow and
sponsor bank agreement, ad agency agreement, agreements with the registrar to the issue and all other documents,
deeds, agreements and instruments whatsoever with the registrar to the Issue, legal advisors, auditors, stock
exchange(s), BRLM and any other agencies/intermediaries in connection with the Issue with the power authorize one
or more officers of the Company to execute all or any of the aforesaid documents or any amendments thereto as may
be required or desirable in relation to the Issue;
i) To authorise the maintenance of a register of holders of the Equity Shares;
j) To seek, if required, the consent and/or waiver of the lenders of the Company, customers, suppliers, parties with whom
the Company has entered into various commercial and other agreements, all concerned government and regulatory
authorities in India or outside India, and any other consents and/or waivers that may be required in relation to the Issue
or any actions connected therewith;
k) To open and operate bank accounts in terms of the escrow agreement and to authorize one or more officers of the
Company to execute all documents/deeds as may be necessary in this regard;
l) To open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act, 2013, as
amended, and to authorize one or more officers of the Company to execute all documents/deeds as may be necessary
in this regard;
m) To authorize and approve incurring of expenditure and payment of fees, commissions, brokerage, remuneration and
reimbursement of expenses in connection with the Issue;
302n) To accept and appropriate the proceeds of the Issue in accordance with the Applicable Laws;
o) To approve code of conduct as may be considered necessary or as required under Applicable Laws, regulations or
guidelines for the Board, officers of the Company and other employees of the Company;
p) To implement any corporate governance requirements that may be considered necessary by the Board or the any other
committee or as may be required under the Applicable Laws, including the SEBI Listing Regulations and listing
agreements to be entered into by the Company with the relevant stock exchanges, to the extent allowed under law;
q) To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode representing
the underlying Equity Shares in the capital of the Company with such features and attributes as may be required and
to provide for the tradability and free transferability thereof as per market practices and regulations, including listing
on one or more stock exchanges, with power to authorize one or more officers of the Company or the Registrar to the
Issue to sign all or any of the aforestated documents;
r) To authorize and approve notices, advertisements in relation to the Issue, in accordance with the SEBI ICDR
Regulations and other Applicable Laws, in consultation with the relevant intermediaries appointed for the Issue;
s) To do all such acts, deeds, matters and things and execute all such other documents, etc., as may be deemed necessary
or desirable for such purpose, including without limitation, to finalise the basis of allocation and to allot the shares to
the successful allottees as permissible in law, issue of allotment letters/confirmation of allotment notes, share
certificates in accordance with the relevant rules, in consultation with the BRLM;
t) To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and / or modify,
as the case maybe, agreements and/or such other documents as may be required with the National Securities
Depository Limited, the Central Depository Services (India) Limited, registrar and transfer agents and such other
agencies, authorities or bodies as may be required in this connection and to authorize one or more officers of the
Company to execute all or any of the afore-stated documents;
u) To make applications for listing of the Equity Shares in one or more stock exchanges for listing of the Equity Shares
and to execute and to deliver or arrange the delivery of necessary documentation to the concerned stock exchanges in
connection with obtaining such listing including without limitation, entering into listing agreements and affixing the
common seal of the Company where necessary;
v) To settle all questions, difficulties or doubts that may arise in regard to the Issue, including such issues or allotment,
terms of the Issue, utilisation of the Issue proceeds and matters incidental thereto as it may deem fit;
w) To authorize any concerned person on behalf of the Company to give such declarations, affidavits, undertakings,
certificates, consents and authorities as may be required from time to time in relation to the Issue or provide
clarifications to the SEBI, the RoC and the relevant stock exchanges where the Equity Shares are to be listed;
x) To negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do or cause to be
done any and all acts or things as the Board or any other committee thereof may deem necessary, appropriate or
advisable in order to carry out the purposes and intent of this resolution or in connection with the Issue and any
documents or instruments so executed and delivered or acts and things done or caused to be done by the Board or any
other committee thereof shall be conclusive evidence of their authority in so doing;
y) To approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies as may be
required under the SEBI Listing Regulations or any other Applicable Laws;
z) To approve the list of ‘group companies’ of the Company, identified pursuant to the materiality policy adopted by the
Board, for the purposes of disclosure in the DRHP, RHP and Prospectus;
aa) To withdraw the DRHP or the RHP or to decide to not proceed with the Issue at any stage in accordance with
Applicable Laws and in consultation with the BRLM;
bb) executing and delivering any and all documents, papers or instruments and doing or causing to be done any and all
acts, deeds, matters or things as it may deem necessary, desirable or expedient in order to carry out the purposes and
303intent of the foregoing resolutions or the Issue; and any documents so executed and delivered or acts, deeds, matters
and things done or caused to be done by the IPO Committee shall be conclusive evidence of the authority of the IPO
Committee in so doing;
cc) To settle all questions, difficulties or doubts that may arise in regard to the Issue, including allotment, terms of the
Issue, utilisation of the Issue proceeds and matters incidental thereto as it may deem fit;
dd) To take such action, give such directions, as may be necessary or desirable as regards the Issue and to do all such acts,
matters, deeds and things, including but not limited to the allotment of Equity Shares against the valid applications
received in the Issue, as are in the best interests of the Company; and
ee) To take all actions as may be necessary or authorized in connection with the Issue.” and
ff) To delegate any of its powers set out under (a) to (ee) hereinabove, as may be deemed necessary and permissible under
Applicable Laws to the officials of the Company
304Organizational Structure
305Key Managerial Personnel of our Company
In addition to Dharmesh Ashokbhai Makadiya, the Chairman and Managing Director of the Company, Chiragbhai
Dineshbhai Kalariya, the Whole Time Director of the company and Bhargav Chaturbhai Kavar, the Executive Director and
Chief Financial Officer of the Company, whose details are provided in “- Brief profile of our Directors” on page 287, the
details of our other Key Managerial Personnel in terms of the SEBI ICDR Regulations, as of the date of this Draft Red
Herring Prospectus are set forth below:
Jeeveka Narendra Tharwani, aged 33 years is the Company Secretary and Compliance Officer of the Company. She holds
a bachelor’s degree in commerce from Gujarat University and is a qualified Company Secretary from Institute of Company
Secretaries of India (ICSI) and She also holds degree of bachelor of Law from Gujarat University. In her Previous stint, she
was associated with Fincare Small Finance Bank from December 2016 to March 2018 as Company Secretary Trainee and
also at Mahan Industries Limited from October 2018 to April 2019 as Company Secretary, then she was associated with
Chemo India Formulation Private Limited from March 2019 to January 2020 as Company Secretary, then she was associated
with LegalWiz.in Private Limited from January 2020 to July 2021 as Business Advisor as Company Secretary, then she was
associated with Aspire Finance Private Limited from December 2022 to September 2024 as Company Secretary. Then she
was associated with Orbit Wires India Limited from December 2024 to August 2025 as Company Secretary. She is appointed
as Company Secretary and Compliance Officer of our company from September 01, 2025.. She is responsible for the
Secretarial, Legal and Compliance division of our Company along with investor and other stakeholders’ relationships. She
has around 5 years of experience in corporate secretarial and compliance field. She has not received remuneration for the
Fiscal Year 2024-25.
Senior Management Personnel of our Company:
In addition to the Executive Directors of our Company and the Key Managerial Personnel, whose details are provided in “–
Brief profiles of our Directors” and “– Key Managerial Personnel” on pages 288 and 306, respectively, the details of our
Senior Management Personnel, as on the date of this Draft Red Herring Prospectus, are as set forth below:
Vishal Desani, aged 28 years, is the General Manager at our Company. He has completed his Higher Secondary Examination
from Shri Vidya Vihar High School, Gandhinagar. In his previous stint, he was associated with Ultra Shine Solar Industries
(Partnership firm) as a Project Manager from July 2017 to March 2023. He was appointed at M/s. Deon Energy (Partnership
Firm) as Project Manager from January 2021 which then got converted into Private Limited Company named as Deon Energy
Private Limited in 2024 and which was subsequently converted to a Public Limited Company, He was appointed as a General
Manager in our Company with effect from April 11, 2024 and was designated as Senior Management Personnel with effect
from July 18, 2025. He has an experience of around 7 years in the industry in which company operates. In Fiscal 2025, he
received a remuneration of ₹ 0.91 million from our company.
Mehulkumar Bhimjibhai Gajera, aged 30 years is the Revenue Manager at our Company. He has obtained provisional
degree in Bachelor of Engineering in Mechanical Engineering from Gujarat technological University. In his previous stint,
he was associated with JRA Infrastructure Limited as a Senior Mechanical Engineer from February 2020 to March 2023, He
was then appointed at M/s. Deon Energy as Project Executive Head from April 2023 which then got converted into Private
Limited Company named as Deon Energy Private Limited in 2024 which was subsequently converted to a Public Limited
Company, He was appointed as a Revenue Manager in our Company with effect from April 11, 2024 and was designated as
Senior Management Personnel with effect from July 18, 2025. He has an overall experience of around 4 years including 2
years of experience in the industry in which our company operates. In Fiscal 2025, he received a remuneration of ₹ 0.60
million from our company.
Parth Kagathara, aged 34 years is the Technical Head at our Company. He has obtained provisional degree in Bachelor of
Engineering in Electrical and Electronics Engineering from Visvesvaraya Technological University, Belgaum, Karnataka.
He was appointed as a Senior Executive Service in M/s. Deon Energy on January 2021 which then got converted into Private
Limited Company named as Deon Energy Private Limited in 2024 and which was subsequently converted to a Public Limited
Company, He was appointed as a Technical Head in our Company with effect from April 11, 2024 and was designated as
Senior Management Personnel with effect from July 18, 2025. He has an overall experience of around 4 years in our
Company. In Fiscal 2025, he received a remuneration of ₹ 0.71 million from our company.
Status of the Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Retirement and termination benefits
306Our Key Managerial Personnel and Senior Management Personnel have not entered into any service contracts with our
Company, which include termination or retirement benefits
Except applicable statutory benefits upon termination of their employment in our Company, none of our Key Managerial
Personnel and Senior Management Personnel is entitled to receive any benefits upon their retirement or termination of their
employment with our Company.
Relationships among our Key Managerial Personnel and Senior Management Personnel
Except as stated in “-Relationships amongst our Directors and our Directors and Key Managerial Personnel”, none of our
Key Managerial Personnel or Senior Management Personnel are related.
Arrangements and understanding with major Shareholders, customers, suppliers, or others
None of our Key Managerial Personnel and Senior Management Personnel have been selected pursuant to any arrangement
or understanding with any major Shareholders, customers or suppliers of our Company, or others.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except as disclosed in “Capital Structure – Details of Equity Shares held by our Directors, Key Managerial Personnel,
Senior Management Personnel, Promoter, Promoter Group and Directors of Promoter” on page 105, none of our Key
Managerial Personnel and Senior Management Personnel hold any Equity Shares in our Company.
Attrition of Key Managerial Personnel and Senior Management Personnel vis-à-vis industry
The rate of attrition of our Key Managerial Personnel and Senior Management Personnel is not high in comparison to the
industry in which we operate.
Payment or benefit to Key Managerial Personnel and Senior Management Personnel
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer of
our Company, including our Directors, Key Managerial Personnel, Senior Management, is entitled to any benefits upon
termination of employment under any service contract entered into with our Company.
Except as stated in “– Interests of Directors” on page 292, “– Interest of Key Managerial Personnel and Senior
Management” on page 307 and as stated in “Restated Financial Information - Related Party Transactions” on page 317, no
amount or benefit in kind has been paid or given within the two years preceding the date of this Draft Red Herring Prospectus
or is intended to be paid or given to any officer of our Company, including our Directors, Key Managerial Personnel and
Senior Management except remuneration and re-imbursements for services rendered as Directors, officers or employees of
our Company.
Bonus or Profit-Sharing Plans of the Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel or Senior Management Personnel is entitled to any bonus (excluding performance
linked incentive which is part of their remuneration) or profit-sharing plans of our Company.
Interests of Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel do not have any interests in our Company, other than to
the extent of (i) the remuneration or benefits to which they are entitled in accordance with the terms of their appointment or
reimbursement of expenses incurred by them during the ordinary course of business by our Company; and (ii) the Equity
Shares and employee stock options held by them, if any, and any dividend payable to them and other benefits arising out of
such shareholding.
None of our Key Managerial Personnel or Senior Management have been paid any consideration of any nature from our
Company, other than their remuneration.
There are no other loans and advances which have been made by the Company to any of its Key Managerial Personnel or
Senior Management, or person/entity related to them.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel
307There is no contingent or deferred compensation payable to our Key Managerial Personnel and senior management, which
form part of their remuneration.
Arrangements or understandings with major shareholders, customers, suppliers or others pursuant to which our Key
Managerial Personnel and Senior Management Personnel have been appointed as a Key Managerial Personnel and
Senior Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel have been appointed pursuant to any arrangement
or understanding with major shareholders, customers, suppliers or others.
Service Contracts with Key Managerial Personnel and Senior Management Personnel
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no Key
Managerial Personnel and Senior Management Personnel has entered into a service contract with our Company pursuant to
which they are entitled to any benefits upon termination of employment.
Changes in Key Managerial Personnel and Senior Management Personnel
The changes in the Key Managerial Personnel and Senior Management Personnel in the preceding three years are as follows:
Name Date of Change Reason for Change
Change in designation from Executive Director to Chairman
Dharmesh Ashokbhai Makadiya April 23, 2025
and Managing Director
Change in designation from Executive Director to Whole
Archanaben Kalariya April 23, 2025
time Director
Desani Vishal July 18, 2025 Appointment as Senior Management Personnel
Gajera Mehulkumar Bhimhibhai July 18, 2025 Appointment as Senior Management Personnel
Parth Kagathara July 18, 2025 Appointment as Senior Management Personnel
Change in designation from Whole time Director to
Archanaben Kalariya July 25, 2025
Executive Director
Chiragbhai Dineshbhai Kalariya July 25, 2025 Appointed as Whole Time Director
Bhargav Chaturbhai Kavar July 25, 2025 Designated as Chief Financial Officer
Jeeveka Narendra Tharwani September 01, 2025 Appointment as Company Secretary & Compliance Officer
Employee stock option Scheme / Employee Stock Purchase Scheme / Stock Appreciation Rights Scheme
As on the date of the Draft Red Herring Prospectus, our Company does not have an employee stock option scheme / Employee
Stock Purchase Scheme / Stock Appreciation Rights Scheme.
308OUR PROMOTERS AND PROMOTER GROUP
The promoters of our company are Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben Kalariya
and Bhargav Chaturbhai Kavar.
The details of the shareholding of our Promoters of our Company, as on date of this Draft Red Herring Prospectus has been
provided below:
Sr. Name of Promoters Pre-Issue Post Issue*
No. No. of Shares % of Pre issue No. of Shares % of Post issue
Capital Capital
1. Dharmesh Ashokbhai Makadiya 87,63,650 36.50% [●] [●]
2. Chiragbhai Dineshbhai Kalariya 68,42,850 28.50% [●] [●]
3. Archanaben Kalariya 21,60,900 9.00% [●] [●]
4. Bhargav Chaturbhai Kavar 55,22,300 23.00% [●] [●]
Total 2,32,89,700 97.00%
*Post-Issue shareholding shall be updated at the time of filing the Prospectus
For details, please see “Capital Structure – History of build-up of Promoters’ shareholding in our Company, Details of
minimum Promoters’ Contribution and lock-in of Equity Shares held by our Promoters” on page 102 and 103 of this Draft
Red Herring Prospectus.
The details of our Promoters are as under:
Dharmesh Ashokbhai Makadiya
Dharmesh Ashokbhai Makadiya, aged 38 years is the Promoter, Chairman
and Managing Director of our Company. He resides at Umiyanagar, Nr.
Bus Stand, Bhayavadar, Rajkot, Gujarat 360450, India.
For complete profile of Dharmesh Ashokbhai Makadiya, along with details
of his date of birth, educational qualifications, professional experience,
position / posts held in the past, directorships, and business and financial
activities, other ventures and special achievements, please see section titled
“Our Management – Brief Profile of our Directors” on page 287 of this
Draft Red Herring Prospectus.
His permanent account number is AYTPM9234B.
As on date of this Draft Red Herring Prospectus, Dharmesh Ashokbhai
Makadiya holds 87,63,650 Equity Shares of face value ₹ 10.00/- each,
representing 36.50% of the issued, subscribed and paid-up equity share
capital of our Company, on a fully diluted basis.
Chiragbhai Dineshbhai Kalariya
Chiragbhai Dineshbhai Kalariya, aged 40 years is the Promoter, Whole
Time Director of our Company. He resides at Shree Ram, Jetpur Road,
Punit Nagar Main Road, Gondal, Rajkot 360311, Gujarat, India.
For complete profile of Chiragbhai Dineshbhai Kalariya, along with details
of his date of birth, educational qualifications, professional experience,
position / posts held in the past, directorships, and business and financial
activities, other ventures and special achievements, please see section titled
“Our Management – Brief Profile of our Directors” on page 288 of this
Draft Red Herring Prospectus.
His permanent account number is AWFPK0933P.
As on date of this Draft Red Herring Prospectus, Chiragbhai Dineshbhai
Kalariya holds 68,42,850 Equity Shares of face value ₹ 10.00/- each,
309representing 28.50% of the issued, subscribed and paid-up equity share
capital of our Company, on a fully diluted basis.
Archanaben Kalariya
Archanaben Kalariya, aged 36 years is the Promoter and Executive
Director of our Company. She resides at Shree Ram Jetpur Road, Punit
Nagar Main Road, Gondal, Rajkot 360311, Gujarat, India. For complete
profile of Archanaben Kalariya, along with the details of her date of birth,
educational qualifications, professional experience, position / posts held in
the past, directorships, and business and financial activities, other ventures
and special achievements, please see section titled “Our Management –
Brief Profile of our Directors” on page 287 of this Draft Red Herring
Prospectus.
Her permanent account number is COPPK6267J.
As on date of this Draft Red Herring Prospectus, Archanaben Kalariya
holds 21,60,900 Equity Shares of face value ₹ 10.00/- each, representing
9.00% of the issued, subscribed and paid-up equity share capital of our
Company, on a fully diluted basis.
Bhargav Chaturbhai Kavar
Bhargav Chaturbhai Kavar, aged 38 years is the Promoter, Executive
Director and Chief Financial Officer of our Company. He resides at
Bhargav, Plot Number – 4 Shakti Society, Ravapar Road, Morbi, Gujarat
363641, India. For complete profile of Bhargav Chaturbhai Kavar along
with the details of his date of birth, educational qualifications, professional
experience, position / posts held in the past, directorships, and business and
financial activities, other ventures and special achievements, please see
section titled “Our Management – Brief Profile of our Directors” on page
287 of this Draft Red Herring Prospectus.
His permanent account number is CCOPK3076Q.
As on date of this Draft Red Herring Prospectus, Bhargav Chaturbhai
Kavar holds 55,22,300 Equity Shares of face value ₹ 10.00/- each,
representing 23.00% of the issued, subscribed and paid-up equity share
capital of our Company, on a fully diluted basis.
Confirmations and Undertakings
Our Company confirms that the permanent account numbers, bank account numbers, Aadhar card numbers, passport numbers
and driving license numbers of our Promoters will be submitted to the Stock Exchanges at the time of filing of this Draft Red
Herring Prospectus, except for one of the Promoter, Archanaben Kalariya do not hold driving license as on the date of this
Draft Red Herring Prospectus.
Change of Control
There has been no change in control of our Company since incorporation. For more details, please see “Capital Structure
and “History and Certain Corporate Matters - Shareholders’ agreement and other key agreements” on pages 95 and 274,
respectively.
Interest of Our Promoters
Our Promoters are interested in our Company and in our Wholly Owned Subsidiary and step down Subsidiaries to the extent
(i) that they have promoted our Company; (ii) their shareholding in our Company; (iii) the shareholding held by their
relatives in our Company, directly and indirectly, as applicable (iv) the dividends payable thereon; and (v) any other
distributions in respect of their shareholding in our Company(vi) any directorships that they may hold in our Company, and
to the extent of remuneration payable to them in this regard, as applicable. For further details, see “Capital Structure - Build-
up of the Promoters’ shareholding in our Company” on page 102.
310Dharmesh Ashokbhai Makadiya and Bhargav Chaturbhai Kavar, may also receive rent for lease of one of our Solar Power
plant (Independent Power Producer) at Revenue Survey Number 184, Ingorala village, lathi Taluka, Amreli District, Gujarat,
pursuant to a Lease deed dated April 24, 2025 for a rent payable at ₹0.033 million yearly with yearly escalation of 5% in
Every 4 Year for a term of 28 years. For Further details, please see “Business Chapter– Our Properties” on page 257.
Additionally, our Promoters may also be interested in transactions entered into by our Company with other entities (i) in
which our Promoters hold shares, or (ii) in which our Promoters are partners or designated partners or directors; or (iii) which
are controlled by our Promoters. For further details, please see “Summary of the Offer Document – Summary of Related
Party Transactions” on page 29.
Further, Dharmesh Ashokbhai Makadiya, as the Chairman and Managing Director of the Company, along with Chiragbhai
Dineshbhai Kalariya as Whole Time Director, Archanaben Kalariya as Executive Director and Bhargav Chaturbhai Kavar
as the Executive Director and Chief Financial Officer of the Company, may be deemed to be interested in the remuneration
payable to them and the reimbursement of expenses incurred by them in the said capacity. For further details, please see
“Our Management” on page 284. For further details of interest of our Promoters in our Company, see “Financial Statements-
Restated Financial Information – Note_2 Material Accounting Policies and Other Explanatory Notes to Restated Financial
Information – Note 42 - Related Party Disclosures” on page 351.
Our promoters namely Chiragbhai Dineshbhai Kalariya and Archanaben Kalariya are spouses. For further details, see “Our
Management -Relationship between our Directors” on page 289.
Our Promoters have not given any personal guarantees against loans availed by our Company. For further information, please
see “Financial Indebtedness” on page 392, respectively.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested,
in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors or promoters
or otherwise for services rendered by our Promoters or by such firm or company, in connection with the promotion or
formation of our Company. However, few of our Promoter Group Entities, Wholly-owned Subsidiary Company including
Step Down Subsidiary Companies and Associate Entity are engaged in businesses similar to our business or have interests
in other companies and entities that may compete with us. As a result, conflicts of interest may arise in allocating or
addressing business opportunities and strategies among us and other few of our Promoter Group Entities, Subsidiary
Company including Step Down Subsidiary Companies and Associate Entity in circumstances where our interests differ from
theirs.
Our Company is currently promoted by the Promoters in order to carry on its present business. Our Promoters, Dharmesh
Ashokbhai Makadiya and Bhargav Chaturbhai Kavar are interested in our Company and our Wholly Owned Subsidiary
namely, Deon Renewables Private Limited and step-down subsidiaries, namely Deon Energy One Private Limited, Deon
Energy Two Private Limited, Deon Energy Three Private Limited, Deon Energy Four Private Limited, Deon Energy Five
Private Limited, as on date of Draft Red Herring Prospectus to the extent directorship in our Company and the dividend
declared, if any, by our Company. Our Promoters may also be deemed to be interested to the extent of Equity Shares held
by them and their immediate relatives in our Company and also to the extent of any dividend payable to them and other
distributions in respect of the said Equity Shares in our Company. For details regarding the shareholding of our Promoters
in our Company, see the chapter titled “Capital Structure” on page 95 of this Draft Red Herring Prospectus
Our Promoters may be deemed to be interested in the contracts, agreements/arrangements or any other related party
transactions entered into or to be entered into by our Company with any company which is promoted by them or in which
they are members or in which they hold directorships or any partnership firm in which they are partners in the ordinary
course of business, including for purchase/sale of goods and/or services. For further details, please see “Restated Financial
Information - Related Party Transactions” on page 317.
There is no conflict of interest between the suppliers of raw materials and third-party service providers which are crucial for
operations of our Company and Promoters and Promoter Group
There is no conflict of interest between the lessors of immovable properties which are crucial for operations of our Company
and Promoters and Promoter Group
Interest of our Promoters in the property of our Company
Our Promoters do not have interest in any property acquired by our Company during the three years immediately preceding
the date of this Draft Red Herring Prospectus except as stated in the heading titled “Our Properties” under the chapter titled
“Our Business” and “Restated Financial Information” beginning on page 221 and 317 respectively, or proposed to be
311acquired by our Company, or in any transaction by our Company for acquisition of land, construction of building or supply
of machinery.
Other ventures of our Promoters
Except as disclosed in “–Companies / Corporate Entities Forming Part of the Promoter Group” below and in “Our
Management” on pages 313 and 284, our Promoter is not involved any other venture that is in the same line of activities or
business as that of our Company or its Subsidiaries.
Payment of benefit to our Promoters or Promoter Group
Except in the ordinary course of business and as disclosed in “Summary of Offer Document - Summary of Related Party
Transactions” and “Restated Financial Information” on pages 29 and 317, respectively, no amount or benefit has been paid
or given to our Promoters or any of the members of the Promoter Group during the two years preceding the filing of this
Draft Red Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoters or any of the
members of the Promoter Group other than in the ordinary course of business.
Confirmations
Our Promoters and the members of our Promoter Group have confirmed that they have not been identified as wilful defaulters
or a fraudulent borrower 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 the provisions of section 12 of the Fugitive
Economic Offenders Act, 2018.
Our Promoters, members of our Promoter Group, are not prohibited from accessing or operating in the capital markets or
debarred from buying, selling or dealing in securities under any order or direction passed by the SEBI or any securities
market regulator in any other jurisdiction or any other authority/court.
Our Promoters and members of the Promoter Group are not promoters, directors or persons in control of any other company
which is prohibited from accessing or operating in capital markets under any order or direction passed by SEBI or any other
regulatory or governmental authority.
For details on litigation involving our Promoters in accordance with SEBI ICDR Regulation, see “Outstanding Litigation
and Material Developments – Litigation involving our Promoters” on page 395.
Material guarantees given by our Promoters
Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares as on the date of
this Draft Red Herring Prospectus.
Companies and firms with which our Promoters have disassociated in the last three years
Except as disclosed below, our Promoters have not disassociated themselves from any companies or firms during the
preceding three years from the date of this Draft Red Herring Prospectus:
Name of the Company Name of the Promoter(s) Reason for Date of
Disassociation Disassociation
Italica Granito Private Limited Bhargav Chaturbhai Kavar Resignation as a Director December 13, 2024
Whitewatts Renewtech LLP Chiragbhai Dineshbhai Kalariya Resignation as a Partner August 20, 2025
M/s. Deon Renewables Dharmesh Ashokbhai Makadiya Dissolution of Partnership December 25, 2024
(Partnership Firm) Bhargav Chaturbhai Kavar Firm
Archanaben Kalariya
M/s. Deon Renewables Chiragbhai Dineshbhai Kalariya Retirement as a Partner July 18, 2023
(Partnership Firm)
Ultrashine Solar Industries Archanaben Kalariya Resigned as a Project March 31, 2023
(Partnership Firm) Manager
312Kavar & Co (Sole Bhargav Chaturbhai Kavar Winding up of Business May 01, 2025
Proprietorship)
Our Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
a) Natural Persons who are Part of the Promoter Group
As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter Group:
Name of the Promoter Members of the Promoter Group Relationship
Ansuyaben Makadia Mother
Khushbu Indravadan Patel Spouse
Chirag Ashokbhai Makadia Brother
Dharmesh Ashokbhai Makadiya
Indravadan Ambalal Patel Spouse’s Father
Bharatiben Indravadan Patel Spouse’s Mother
Yash Indravadan Patel Spouse’s Brother
Name of the Promoter Members of the Promoter Group Relationship
Shobhanaben D Kalariya Mother
Archanaben Kalariya Spouse
Hetal Kalariya Sister
Purvit Chiragbhai Kalariya Son
Chiragbhai Dineshbhai Kalariya
Durlabhjibhai Damjibhai Chaniyara Spouse’s Father
Nirmalaben Durlabhjibhai Chaniyara Spouse’s Mother
Manishbhai D Chaniyara Spouse’s Brother
Mittal Vachhani Spouse’s Sister
Name of the Promoter Members of the Promoter Group Relationship
Durlabhjibhai Damjibhai Chaniyara Father
Nirmalaben Durlabhjibhai Chaniyara Mother
Chiragbhai Dineshbhai Kalariya Spouse
Manishbhai D Chaniyara Brother
Archanaben Kalariya
Mittal Vachhani Sister
Purvit Chiragbhai Kalariya Son
Shobhanaben D Kalariya Spouse’s Mother
Hetal Kalariya Spouse’s Sister
Name of the Promoter Members of the Promoter Group Relationship
Chaturbhai Harjibhai Kavar Father
Dayaben C Kavar Mother
Jalpa Bhargav Kavar Spouse
Maulik C Kavar Brother
Jagrutiben J. Bhut Sister
Bhargav Chaturbhai Kavar
Hritika Bhargav Kavar Daughter
Pravinbhai Jerambhai Panchotiya Spouse’s Father
Ansoyaben Pravinbhai Panchotiya Spouse’s Mother
Rajkumar Pravinbhai Panchotiya Spouse’s Brother
Truptiben Bhavinbhai Fultariya Spouse’s Sister
b) Companies / Corporate Entities Forming Part of the Promoter Group
313As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, the following Companies/Trusts/ Partnership firms/HUFs or
Sole Proprietorships are forming part of our Promoter Group.
The entities forming part of our Promoter Group are as follows (excluding Subsidiaries):
1. Brightsourse Renewables Energy LLP
2. M/s. Om Steel Industries (Sole Proprietorship of Chirag Ashokbhai Makadia)
3. M/s. Indravadan A Patel (Sole Proprietorship of Indravadan Ambalal Patel)
4. M/s. Shreeji Infra (Sole Proprietorship of Chiragbhai Dineshbhai Kalariya)
5. Ultrashine Solar Industries (Partnership firm of Chiragbhai Dineshbhai Kalariya, Manishbhai D Chaniyara and others)
6. Rudra Marketing (Partnership firm of Chiragbhai Dineshbhai Kalariya and Rajkumar Pravinbhai Panchotiya)
7. M/s. Shobhanaben D Kalariya (Sole Proprietorship of Shobhanaben D Kalariya)
8. M/s. Manishbhai Dularbhjibhai Chaniyara (Sole Proprietorship of Manishbhai Dularbhjibhai Chaniyara)
9. Nidhi Energy (Partnership of Manishbhai Dularbhjibhai Chaniyara and others)
10. Shree ji Biofuel (Partnership Firm of Archanaben Kalariya and Bhargav Chaturbhai Kavar)
11. Emicon Tiles Private Limited
12. Portocer International (Partnership firm of Bhargav Chaturbhai Kavar and others)
13. Bhargav C. Kavar (HUF) (HUF of Bhargav C. Kavar)
14. M/s. Dayaben Kavar (Sole Proprietorship of Dayaben C Kavar)
15. Satyam Power (Partnership firm of Chaturbhai Harjibhai Kavar and others)
16. Chaturbhai Harjibhai Kavar HUF (HUF of Chaturbhai Harjibhai Kavar)
17. Salon Ceramics (Partnership Firm of Maulik C Kavar and others)
18. Ceramica Style Studio (Partnership Firm of Maulik C Kavar and others)
19. Salon Ceramics INC (Partnership Firm of Maulik C Kavar and others)
20. Ceramix India (Partnership Firm of Maulik C Kavar and others)
21. Maulik C Kavar HUF (HUF of Maulik C Kavar)
22. Ajanta Packaging (Partnership Firm of Jagrutiben J. Bhut and others)
23. M/s. Jagrutiben J. Bhut (Sole Proprietorship of Jagrutiben J. Bhut)
24. M/s. Pravinbhai Jerambhai Panchotiya (Sole Proprietorship of Pravinbhai Jerambhai Panchotiya)
25. M/s. Ansoyaben Pravinbhai Panchotiya (Sole Proprietorship of Ansoyaben Pravinbhai Panchotiya)
26. Divine Polyfeb LLP (Rajkumar Pravinbhai Panchotiya being the Designated Partner)
27. M/s. Truptiben Bhavinbhai Fultariya (Sole Proprietorship of Truptiben Bhavinbhai Fultariya)
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
In connection with the Issue, the Company is required to identify persons and entities, in accordance with the requirements
of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company. Also, in terms
of the said regulation, (i) any body corporate in which 20% or more of the equity share capital is held by any Related
Individual or a firm or a Hindu Undivided Family in which any of the Related Individual is a member; (ii) any body
corporate in which a body corporate mentioned in (a) above, holds 20% or more of its equity share capital; and (iii) any
Hindu Undivided Family or firm in which the aggregate share of the Promoter and that of the Related Individual is equal to
or more than 20% of the total capital, also forms part of our Promoter Group (collectively, the ‘Connected Persons’).
Accordingly, Hetal Kalariya (Related Individual), being the sister of Chiragbhai Dineshbhai Kalariya and Sister-in -law of
Archanaben Kalariya, qualifies to be one of the Promoter Group members. However, due to longstanding Internal Family
differences, there are no relation between Hetal Kalariya (Related Individual), with Chiragbhai Dineshbhai Kalariya and
Archanaben Kalariya, we will not be able to obtain any details regarding the Related Individual and their related entities for
disclosures which are required to be included in relation to Promoter Group under the SEBI ICDR Regulations in this Draft
Red Herring Prospectus. For further details, see “Our Promoters and Promoter Group – Our Promoter Group’ and
‘Outstanding Litigation and Material Developments – Litigation involving our Promoters” on page 313 and 395
respectively.
Further, as per Regulation 300(1)(c) of the SEBI ICDR Regulations, an Exemption Application letter dated July 17, 2025
was filed with SEBI for relaxation of the strict enforcement of Regulation 2(1)(pp) of the SEBI ICDR Regulations with
regard to identification of and disclosures relating to Hetal Kalariya and their related entities as members of the Promoter
Group of our Company.
314In furtherance of the Exemption Application, we had received a query from SEBI dated August 07, 2025 seeking certain
clarifications, to which a reply has been filed dated August 14, 2025 as a response to the clarifications sought
The Exemption Application is pending as on date of filing of this Draft Red Herring Prospectus with SEBI. Since our
Company has not been able to procure relevant information, from, and in relation to, the Related Individual and Connected
Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related
Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and to the
extent the information was available and accessible in the public domain including but not limited to the information
published on the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) TransUnion
CIBIL Limited (CIBIL) (accessible at https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible at
https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
For further details please see “Offer Document Summary -Exemption from complying with provisions of securities laws
granted by SEBI.
Outstanding Litigations
There is no other outstanding litigation against our Promoters except as disclosed in the section titled “Risk Factors” and
chapter titled “Outstanding Litigations and Material Developments” beginning on pages 38 and 393 respectively of this Draft
Red Herring Prospectus.
Shareholding of the Promoter Group in Our Company
For details of shareholding of members of our Promoter Group as on the date of this Draft Red Herring Prospectus, please
see the chapter titled “Capital Structure” beginning on page 95 of this Draft Red Herring Prospectus.
315DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved
by our Shareholders, at their discretion, subject to the provisions of the Articles of Association and the applicable laws
including the Companies Act, read with the rules notified thereunder, each as amended. We may retain all our future earnings,
if any, for purposes to be decided by our Company, subject to compliance with the provisions of the Companies Act. The
quantum of dividend, if any, will depend on a number of factors, including but not limited to profits earned and available for
distribution during the relevant Financial Year, accumulated reserves including retained earnings, expected future
capital/expenditure requirements, organic growth plans/expansions, proposed long-term investment, capital restructuring,
debt reduction, crystallization of contingent liabilities, cash flows, current and projected cash balance, and external factors,
including but not limited to the macro-economic environment, regulatory changes, technological changes and other factors
like statutory and contractual restrictions.
Our Company does not have any formal dividend policy for Equity Shares. In addition, our ability to pay dividends may be
impacted by a number of factors, including restrictive covenants under our current or future loan or financing documents.
The amounts declared as dividends in the past are not necessarily indicative of our dividend amounts, if any, in the future.
For more information on restrictive covenants under our current loan agreements, see “Financial Indebtedness” on page 392.
Our Company may pay dividend by cheque, or electronic clearance service, as will be approved by our Board in the future.
Our Board may also declare interim dividend from time to time.
Further, our Company has not paid any dividend in the Fiscal Years ended March 31, 2025, March 31, 2024 and March 31,
2023, and until the date of this Draft Red Herring Prospectus. There is no guarantee that any dividends will be declared or
paid or the amount thereof will not be decreased in the future.
For details, see “Risk Factors - 52. We cannot assure the payment of dividends on the Equity Shares in the future.” on page
73.
316SECTION VI – FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
(The remainder of this page is intentionally left blank)
317Report of Independent Auditor on the Standalone Restated Financial Statement which
includes restated statement of Assets and Liabilities as at March 31, 2025, March 31, 2024
and March 31, 2023 and Restated Statement of Profits and Losses (including other
comprehensive income), Restated Statement of Cash Flows, Restated Statement of
Changes in Equity, along with the Statement of Material Accounting Policies and other
explanatory information for years ended March 31, 2025, March 31, 2024 and March 31,
2023 of Deon Energy Limited (collectively, the “Restated Financial Statement”)
The Board of Directors
Deon Energy Limited
(formerly known as Deon Energy Private Limited)
Block D-604-605-606 6th Floor, Westgate, S. G.
Highway, Near YMCA Club, Makarba, Jivraj Park,
Ahmedabad, Ahmadabad City, Gujarat, India, 380051
Dear Sirs/ Madams,
1. We have examined the Standalone Restated Financial Statement of Deon Energy Limited
(the “Company” or the “Issuer”) as at March 31, 2025, March 31, 2024, and March 31, 2023,
annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus
(“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer of
equity shares of face value of Rs. 10 each (“Issue”). The Standalone Restated Financial
Statement, which have been approved by the board of directors of the company (the “Board
of Directors”) at their meeting held on September 17, 2025, and have been prepared by the
Company in accordance with the requirements of:
a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013
(the “Act”);
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time
(the “Guidance Note”).
2. The Company’s management are responsible for the preparation of Standalone Restated
Financial Statement for the purpose of inclusion in the DRHP to be filed with Securities and
Exchange Board of India (“SEBI”), BSE Limited (“BSE”) and the National Stock Exchange of
India Limited (“NSE”) in connection with the Issue. The Standalone Restated Financial
Statement have been prepared by the management of the Company in accordance with the
basis of preparation stated in Note 2.a to “Annexure Notes to Accounts“ of the Standalone
Restated Financial Statement. The management of the Company is responsible for designing,
implementing and maintaining adequate internal control relevant to the preparation and
presentation of the Standalone Restated Financial Statement. The management of the
Company is also responsible for identifying and ensuring that the Company complies with the
Act, the SEBI ICDR Regulations and the Guidance Note.
1
3183. We have examined the Standalone Restated Financial Statement taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement
letter dated August 5, 2025, in connection with the Issue.
b) The Guidance Note. The Guidance Note also requires that we comply with the ethical
requirements as stated in the Code of Ethics issued by the ICAI;
c) Tthe concepts of test check and materiality to obtain reasonable assurance based on
verification of evidence supporting the Standalone Restated Financial Statement; and
d) The requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to
compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection
with the Issue.
4. The Standalone Restated Financial Statement have been compiled by the management from
the audited financial statements of the Company as at March 31, 2025 and for the period
April 11, 2024 to March 31, 2025 and audited special purpose financial statement of Deon
Energy (“the Firm”), (the erstwhile partnership firm which is converted into Private Limited
Company effective from April 11, 2024) as at April 10, 2024, March 31, 2024 and March 31,
2023 and for the period April 01, 2024 to April 10, 2024, years ended March 31, 2024 and
March 31, 2023 respectively, prepared in accordance with Indian Accounting Standards
(referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, as amended, and other accounting principles
generally accepted in India, and have been approved by the Board of Directors at their
meeting held on August 28, 2025.
5. For the purpose of our examination, we have relied on:
a) The auditor’s report issued by us dated August 5, 2025 on the financial statements of the
Company as at March 31, 2025, and for the period April 11, 2024 to March 31, 2025 as
referred in Para 4 above.
b) The auditor’s report issued by us dated August 28, 2025 on the special purpose financial
statements of the Firm as at April 10, 2024 and for the period April 01, 2024 to April 10, 2024
as referred in Para 4 above.
The audited financial statements of the Firm as at April 10, 2024 and for the period April 01,
2024 to April 10, 2024 included an Other Matter Paragraph as follows:
Other Matter Paragraphs
Our report is intended solely for the use and for the purpose as stated in Note to the Special
Purpose Financial Statements and should not be distributed to or used by any other parties.
M/s Shivam Soni & Co. shall not be liable to the Firm or to any other concerned for any claims,
liabilities or expenses relating to this assignment. 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.
The comparative financial statement of the Firm as at and for the year ended March 31, 2024,
have been audited by Independent Chartered Accountant. The report of the Independent
Chartered Accountant on the special purpose financial statement as at and for the year ended
March 31, 2024, expressed an unmodified audit opinion dated August 05, 2025.
2
319Our opinion is not modified in respect of the above matters.
c) Auditor’s report issued by Independent Chartered Accountant dated August 28, 2025 on the
special purpose financial statements of the Firm as at and for the years ended March 31, 2024
and March 31, 2023 as referred in Para 4 above.
The audited financial statements of the Firm as at and for the years ended March 31, 2024
and March 31, 2023 included an Other Matter Paragraph as follows:
Other Matter Paragraph
Our report is intended solely for the use and for the purpose as stated in Note to the Special
Purpose Financial Statements and should not be distributed to or used by any other parties.
M/s Shivam Soni & Co shall not be liable to the Firm or to any other concerned for any claims,
liabilities or expenses relating to this assignment. 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.
Our Opinion is not modified in respect of this matter.
d) The audit of the Firm for the years ended March 31, 2024 and March 31, 2023 were conducted
by Independent Chartered Accountant and accordingly reliance is placed on the restated
statement of assets and liabilities as at March 31, 2024 and March 31, 2023 and restated
statement of profits and losses (including other comprehensive income), restated statement
of cash flows, restated statement of changes in equity, along with the statement of material
accounting policies and other explanatory information for years ended March 31, 2024 and
March 31, 2023 (collectively, the 2024 and 2023 Standalone Restated Financial Statement)
examined by them for the said years. The examination report included for the said years is
based solely on the report submitted by the Independent Chartered Accountant. They have
confirmed that the 2024 and 2023 Standalone Restated Financial Statement:
i. have been prepared after incorporating adjustments for the changes in accounting
policies, any material errors and regroupings/reclassifications retrospectively in the
financial years as at and for the years March 31, 2024 and March 31, 2023, to reflect
the same accounting treatment as per the accounting policies and
grouping/classifications followed as at March 31, 2025 and for the period April 11,
2024 to March 31, 2025, as more fully described in Note 2.a to “Annexure Notes to
Accounts“ to the 2024 and 2023 Standalone Restated Financial Statement;
ii. there are no qualifications in the auditor’s reports on the audited financial statements
of the Firm as at and for the years ended March 31, 2024 and March 31, 2023 which
require any material adjustments to the Standalone Restated Financial Statement.
There is an Emphasis of Matter (refer paragraph 5(c) above), which do not require any
adjustment to the 2024 and 2023 Restated Financial Statement; and
iii. 2024 and 2023 Standalone Restated Financial Statement have been prepared in
accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.
6. Based on the above and according to the information and explanations given to us, we report
that:
i) Standalone Restated Financial Statement have been prepared after incorporating
adjustments for the changes in accounting policies, any material errors and
regroupings/ reclassifications retrospectively in the financial years as at and for the
years March 31, 2024 and March 31, 2023, to reflect the same accounting treatment
as per the accounting policies and grouping/classifications followed as at March 31,
3
3202025 and for the period April 11, 2024 to March 31, 2025, as more fully described in
Note 2.a to “Annexure Notes to Accounts“ to the Standalone Restated Financial
Statement;
ii) there are no qualifications in the auditor’s reports on the audited financial statements
of the company as at March 31, 2025 and for the period April 11, 2024 to March 31,
2025 and special purpose audited financial statements of the Firm as at and for the
years ended March 31, 2024 and March 31, 2023 which require any adjustments to
the Standalone Restated Financial Statement. There is an Emphasis of Matter (refer
paragraph 5(b) and 5(c) above), which do not require any adjustment to the
Standalone Restated Financial Statement; and
iii) Standalone Restated Financial Statement have been prepared in accordance with the
Act, the SEBI ICDR Regulations and the Guidance Note.
7. The Standalone Restated Financial Statement do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited financial statements/special
purpose financial statements mentioned in paragraph 4 above.
8. This report should not in any way be construed as a reissuance or re-dating of any of the
auditor’s reports issued by us or by the Independent Chartered Accountants, nor should this
report be construed as a new opinion on any of the financial statements referred to herein.
9. We have no responsibility to update our report for events and circumstances occurring after
the date of this report.
10. Our report is intended solely for use of the Board of Directors and for inclusion in the DRHP
to be filed with the SEBI, BSE, NSE, as applicable in connection with the proposed issue. Our
report should not be used, referred to or distributed for any other purpose without prior
consent in writing. Accordingly, we do not accept or assume any liability or any duty of care
towards any other person relying on this examination report.
For Shivam Soni & Co.
Chartered Accountants
Firm Registration Number: 152477W
--sd--
CA Shivam Soni
Proprietor
Membership No. 178351
Place: Ahmedabad
Date: 17th September, 2025
UDIN: 25178351BMIRJS9895
4
321Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Restated Balance Sheet (Rs. In Millions)
Particulars Note 31st M A as r ca ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
ASSETS
Non-Current Assets
Property, Plant and Equipment 4.1 20.12 13.32 5.79
Intangible Assets 4.1 0.24 - -
Capital Work-In-Progress 4.2 10.84 4.42 -
Financial Assets
(i) Investments 5 0.01 - -
(ii) Other Financial Assets 6 1.42 1.06 2.11
Deffered Tax Assets (Net) 7 1.25 0.54 0.24
Total Non-Current Assets 3 3.88 1 9.34 8.14
Current Assets
Inventories 8 2 84.77 1 25.84 37.87
Financial Assets
(i) Trade Receivables 9 49.50 43.60 10.00
(ii)Cash and Cash Equivalents 10 50.17 8.81 1.29
(iii)Bank Balances other than (ii) above - - -
(iv)Loans 11 95.19 81.03 20.21
(v)Other Financial Assets - - -
Other Current Assets 12 1 09.56 66.35 16.99
Total Current Assets 5 89.19 3 25.63 8 6.36
Total Assets 6 23.07 3 44.97 9 4.50
EQUITY AND LIABILITIES
Equity
Equity Share Capital 13 0.10 - -
Partner's Capital 14 - 3.25 8.31
Other Equity 15 2 55.33 28.85 1.73
Total Equity 2 55.43 3 2.10 1 0.04
Liabilities
Non-Current Liabilities
Financial Liabilities
(i) Borrowings 16 39.45 6.21 2.51
Provisions 17 1.56 0.60 0.19
Total Non-Current Liabilities 4 1.01 6.81 2.70
Current Liabilities
Financial Liabilities
(i) Borrowings 18 - 1.01 1.04
(ii)Trade Payables 19
- Total outstanding dues of micro enterprises and small enterprises 27.50 18.20 7.45
- Total outstanding dues of other than micro enterprises and small enterprises 1.79 8.30 3.71
Provisions 20 2.38 10.60 0.30
Current Tax liabilities 21 86.51 16.25 1.45
Other Current Liabilities 22 2 08.45 2 51.70 67.81
Total Current Liabilities 3 26.63 3 06.06 8 1.76
Total Equity and Liabilities 6 23.07 3 44.97 9 4.50
Summary of material accounting policies 2
The above statement should be read with Basis of Preparation, Material Accounting Policies and Notes to Restated Financial Statement.
In terms of our report attached
For Shivam Soni & Co. For and on behalf of the Board of Directors
Chartered Accountants Deon Energy Limited
Firm Registration Number : 152477W (formerly known as "Deon Energy Private Limited")
(formerly known as "Deon Energy")
---sd--- ---sd--- ---sd---
CA Shivam Soni Dharmesh A. Makadiya Chiragbhai D. Kalariya
Proprietor Managing Director & Chaiman Whole Time Director
Membership No. 178351 DIN : 10588120 DIN : 07105719
---sd--- ---sd---
Bhargav C. Kavar Jeeveka N.Tharwani
Chief Financial Officer Company Secretary & Compliance Officer
Place : Ahmedabad Place : Ahmedabad
Date : 17.09.2025 Date : 17.09.2025
UDIN : 25178351BMIRJS9895
322Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Restated Statement of Profit and Loss (Rs. In Millions)
Particulars Note For the year ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Income
Revenue from Operations 23 2,988.02 684.26 418.36
Other Income 24 0.01 0.05 0.01
Total Income 2,988.03 684.31 418.37
Expenses
Cost of materials consumed 25 2,645.51 665.55 339.35
Change in Inventories of Work in Progress & Stores & Spares 26 (127.14) ( 70.37) 61.91
Employee Benefits Expenses 27 2 8.09 11.54 5.14
Finance Costs 28 0.16 0.24 0.32
Depreciation and Amortisation Expenses 29 4.35 1.97 2.03
Other Expenses 30 8 7.42 29.50 6.26
Total Expenses 2,638.40 638.43 415.01
Profit before exceptional items and tax 349.63 45.88 3.36
Exceptional items - - -
Profit before tax 349.63 45.88 3.36
Tax Expense:
Current Tax 8 8.75 16.25 1.45
Deferred Tax (0.71) ( 0.30) ( 0.31)
Less : Deferred Assets for Deferred Tax Liabilities - - -
88.05 15.95 1.14
Profit after tax Total A 261.58 29.93 2.22
Other Comprehensive Income
Items that will be reclassified to Profit or Loss - - -
Tax relating to Items that will be reclassified to Profit or Loss - - -
Items that will not be reclassified to Profit or Loss (0.17) ( 0.21) ( 0.03)
Tax relating to Items that will not be reclassified to Profit or Loss 0.03 0.07 0.01
Other Comprehensive Income Total B (0.14) (0.14) (0.02)
Total Comprehensive Income for the year/ Period Total (A+B) 261.45 2 9.79 2 .20
Earnings Per Share (EPS)
(Face Value Rs. 10 Per Share)
Basic Earnings Per Share 33 26,158.40 - -
Diluted Earnings Per Share 26,158.40 - -
Summary of material accounting policies 2
The above statement should be read with Basis of Preparation, Material Accounting Policies and Notes to Restated Financial Statement.
In terms of our report attached
For Shivam Soni & Co. For and on behalf of the Board of Directors
Chartered Accountants Deon Energy Limited
Firm Registration Number : 152477W (formerly known as "Deon Energy Private Limited")
(formerly known as "Deon Energy")
---sd--- ---sd--- ---sd---
CA Shivam Soni Dharmesh A. Makadiya Chiragbhai D. Kalariya
Proprietor Managing Director & ChaimaWnhole Time Director
Membership No. 178351 DIN : 10588120 DIN : 07105719
---sd--- ---sd---
Bhargav C. Kavar Jeeveka N.Tharwani
Chief Financial Officer Company Secretary & Compliance Officer
Place : Ahmedabad Place : Ahmedabad
Date : 17.09.2025 Date : 17.09.2025
UDIN : 25178351BMIRJS9895
323Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Restated Statement of Changes in Equity
A. Equity Share Capital
Particulars No. Shares (Rs. In Millions)
Balance as at 31st March, 2022 - -
Changes in equity share capital during the year :
i) Bonus shares issued during the year - -
ii) Fresh issue of shares issued during the year - -
iii) Buy Back of shares issued during the year - -
Balance as at 31st March, 2023 - -
Changes in equity share capital during the year :
i) Bonus shares issued during the year - -
ii) Fresh issue of shares issued during the year - -
iii) Buy Back of shares issued during the year - -
Balance as at 31st March, 2024 - -
Changes in equity share capital during the year :
i) Bonus shares issued during the year - -
ii) Fresh issue of shares issued during the year 10,000 0 .10
iii) Buy Back of shares issued during the year - -
Balance as at 31st March, 2025 10,000 0.10
B. Other Equity
For the year ended 31st March, 2023 (Rs. In Millions)
Particulars S Pe rc eu mri it ui mes Retained Earnings CompO rt eh he er n sive Total
Income
Balance as at 1st April, 2022 - 6.98 - 6 .98
Profit for the year - 2.22 - 2 .22
Adjutment in Value of Fixed Asset - (0.52) - ( 0.52)
Adjustment for Grauity - (0.22) - ( 0.22)
Adjustment in Opening Balance of OCI - 0.03 - 0 .03
Adjustment for Deferred Tax - 0.24 - 0 .24
Profit of Partnership Firm Distributed among Partners - (6.98) - ( 6.98)
Adjustment for Income Tax Related to OCI - - - -
Items that will be reclassified to Profit or Loss - - - -
Items that will not be reclassified to Profit or Loss - - ( 0.02) ( 0.02)
Balance as at 31st March, 2023 - 1 .75 (0.02) 1.73
For the year ended 31st March, 2024 (Rs. In Millions)
Particulars S Pe recu mr ii uti mes Retained Earnings CompO rt eh he er n sive Total
Income
Balance as at 1st April, 2023 - 1.75 (0.02) 1 .73
Profit for the year - 29.93 - 2 9.93
Adjutment in Value of Fixed Asset - (0.84) - ( 0.84)
Adjustment for Grauity - (0.86) - ( 0.86)
Adjustment in Opening Balance of OCI - 0.25 - 0 .25
Adjustment for Deferred Tax - 0.54 - 0 .54
Profit of Partnership Firm Distributed among Partners - (1.75) - ( 1.75)
Adjustment for Income Tax Related to OCI - (0.01) - ( 0.01)
Items that will be reclassified to Profit or Loss - - - -
Items that will not be reclassified to Profit or Loss - - (0.14) ( 0.14)
Balance as at 31st March, 2024 - 2 9.00 (0.16) 28.85
324Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Restated Statement of Changes in Equity
For the year ended 31st March, 2025 (Rs. In Millions)
Particulars S Pe recu mr ii uti mes Retained Earnings CompO rt eh he er n sive Total
Income
Balance as at 1st April, 2024 - 29.00 (0.16) 2 8.85
Profit for the year - 261.58 - 2 61.58
Adjutment in Value of Fixed Asset - (0.85) - ( 0.85)
Adjustment for Grauity - (0.72) - ( 0.72)
Adjustment in Opening Balance of OCI - 0.26 - 0 .26
Adjustment for Deferred Tax - 0.54 - 0 .54
Profit of Partnership Firm Distributed among Partners - (34.17) - ( 34.17)
Adjustment for Income Tax Related to OCI - (0.03) - ( 0.03)
Items that will be reclassified to Profit or Loss - - - -
Items that will not be reclassified to Profit or Loss - - (0.14) ( 0.14)
Balance as at 31st March, 2025 - 2 55.62 (0.30) 255.33
The above statement should be read with Basis of Preparation, Material Accounting Policies and Notes to Restated Financial Statement.
In terms of our report attached
For Shivam Soni & Co. For and on behalf of the Board of Directors
Chartered Accountants Deon Energy Limited
Firm Registration Number : 152477W (formerly known as "Deon Energy Private Limited")
(formerly known as "Deon Energy")
---sd--- ---sd--- ---sd---
CA Shivam Soni Dharmesh A. Makadiya Chiragbhai D. Kalariya
Proprietor Managing Director & Chaiman Whole Time Director
Membership No. 178351 DIN : 10588120 DIN : 07105719
---sd--- ---sd---
Bhargav C. Kavar Jeeveka N.Tharwani
Chief Financial Officer Company Secretary & Compliance Officer
Place : Ahmedabad Place : Ahmedabad
Date : 17.09.2025 Date : 17.09.2025
UDIN : 25178351BMIRJS9895
325Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Restated Statement of Cash Flow (Rs. In Millions)
For the year ended 31st For the year ended 31st For the year ended 31st
Particulars March, 2025 March, 2024 March, 2023
A. Cash flow from operating activities
Profit/(Loss) before tax 3 49.63 45.88 3.36
Adjustments for:
Depreciation and Amortisation Expense 4.35 1.97 2.03
Finance Cost 0.16 0.24 0.32
Operating profit before working capital changes 354.14 48.09 5.71
Changes in Working Capital:
Adjustments for (increase) / decrease in operating assets:
Inventories (158.93) (87.97) 77.39
Trade Receivables (5.89) (33.60) 32.21
Current Financial Assets - Loans (14.16) (60.82) (18.62)
Deferred Tax Asset Movement (0.71) (0.30) (0.24)
Other Current Assets (43.21) (49.36) 18.62
Other Non-Current Financial Assets (0.37) 1.05 (1.59)
Adjustments for increase / (decrease) in operating liabilities:
Trade Payables 2.78 15.34 (13.63)
Other Current liabilities (43.26) 1 83.89 (99.95)
Current Provisions (8.23) 10.31 (0.03)
Non Current Provisions 0.96 0.42 0.12
Cash Generated from Operations 83.13 27.05 (0.01)
Net Income tax paid (88.75) (16.25) (1.45)
Net Cash Flow generated/(used in) from Operating Activities (5.62) 10.80 (1.46)
B. Cash flow from investing activities
Capital expenditure on Property, Plant and Equipments, including (11.39) (9.51) (0.33)
Change in Capital Work in Progress (6.42) (4.42) -
Change in Non-Current Investment (0.01) - -
Net Cash Flow generated/(used in) from Investing Activities (17.82) (13.93) (0.33)
C. Cash flow from financing activities
Proceeds from Non-Current Borrowings 33.23 3.70 -
(Repayment of) Non-Current Borrowings - - (0.91)
Proceeds from / (Repayment of) Current Borrowings (net) (1.01) (0.02) 0.07
Proceeds from issue of new equity shares - - -
Addition / (Withdrawal) from Partners Capital (net) 32.73 7.21 (5.05)
Finance Cost (0.16) (0.24) (0.32)
Net Cash Flow generated/(used in) from Financing Activities 64.80 10.65 (6.21)
Net (decrease)/increase in cash and cash equivalents (A+B+C) 41.36 7.52 (8.00)
Cash and cash equivalents at the beginning of the year 8.81 1.29 9.29
Cash and cash equivalents at the end of the year 50.17 8.81 1.29
326Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to Cash Flow Statement:
1. Component of cash and cash equivalents For the year ended 31st For the year ended 31st For the year ended 31st
March, 2025 March, 2024 March, 2023
Cash on hand 2.40 1.20 0.84
Balances with banks
In current accounts 47.77 7.61 0.45
Bank Overdrafts - - -
Bank Balance (other than Cash and Cash Equivalents) - - -
50.17 8.81 1.29
2.TheCashFlowStatementhasbeenpreparedundertheIndirectmethodassetoutinIndAS7onCashFlowStatementsnotifiedunderSection133ofThe
Companies Act 2013, read together with Paragraph 7 of the Companies (Indian Accounting Standards) Rules, 2015 (as amended).
3. Previous year's figures have been regrouped wherever necessary, to conform to this year's classification.
4.TheCashFlowStatementfortheyearendedMarch31,2025,reflectsthemovementinrespectivelineitemsincomparisontotheyearendedMarch31,2024.
PursuanttotheconversionofthecompanyintoapartnershipfirmonApril11,2024,thebusinessoperationsweretransferredfromthecompanytothepartnership
firm. Consequently, the cash flow movement has been presented from March 31, 2024, onwards.
The above statement should be read with Basis of Preparation, Material Accounting Policies and Notes to Restated Financial Statement.
In terms of our report attached
For Shivam Soni & Co. For and on behalf of the Board of Directors
Chartered Accountants Deon Energy Limited
Firm Registration Number : 152477W (formerly known as "Deon Energy Private Limited")
(formerly known as "Deon Energy")
---sd--- ---sd--- ---sd---
CA Shivam Soni Dharmesh A. Makadiya Chiragbhai D. Kalariya
Proprietor Managing Director & Chaiman Whole Time Director
Membership No. 178351 DIN : 10588120 DIN : 07105719
---sd--- ---sd---
Bhargav C. Kavar Jeeveka N.Tharwani
Chief Financial Officer Company Secretary & Compliance Officer
Place : Ahmedabad Place : Ahmedabad
Date : 17.09.2025 Date : 17.09.2025
UDIN : 25178351BMIRJS9895
327Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
1 Corporate Information
DeonEnergyLimited(the“Company”)wasoriginallyincorporatedasaDeonEnergy(Partnershipfirm).Later,Itwasconvertedintoa"DeonEnergyPrivateLimited"(U42201GJ2024PTC150542),Aprivate
companyvidefreshcertificateofincorporationdatedMarch11,2024issuedbyregistrarofcompanies.Subsequently,theCompanywasconvertedintoaPublicLimitedCompanyandconsequentlythenameof
theCompanywaschangedfrom“DeonEnergyPrivateLimited”to“DeonEnergyLimited”(U42201GJ2024PLC150542)videafreshcertificateofincorporationconsequentuponconversiontopubliccompany
datedMay9,2025issuedbytheRegistrarofCompanies.TheCompanyisprimarilyengagedinthebusinessofdevelops,builds,owns,operates,andmaintainssolarpowerplantsundertheCaptivePower
Producer(CPP)model,withafocusonpromotingrenewableandsustainableenergysolutions.Itsscopeofoperationsincludesthedevelopmentofcommercialsolarpowersystemsandtheexecutionof
engineeringprojectservicesinvolvingErection,Installation,CommissioningandOperations&Maintenance.TheregisteredofficeoftheCompanyissituatedatBlockD-604-605-6066thFloor,Westgate,S.G.
Highway, Near YMCA Club, Makarba, Jivraj Park, Ahmedabad - 380051.
2 Summary of Material Accounting Policies
ThisnoteprovidesalistofthematerialaccountingpoliciesadoptedinthepreparationoftheseRestatedIndASFinancialStatements.Theseaccountingpolicieshavebeenconsistentlyappliedtoalltheperiods
presented, unless otherwise stated. The financial statements have been prepared solely for the Company, Deon Energy Limited.
a Basis of Preparation and Presentation of Restated Summary Statements
TheseRestatedIndASFinancialStatementsoftheCompanycomprisethestatementofassetsandliabilitiesasat31stMarch2025,asat31stMarch2024andasat31stMarch2023thestatementofprofitand
loss(includingothercomprehensiveincome),thestatementofcashflows,thestatementofchangesinequityfortheyearended31stMarch2025,31stMarch2024,yearsended31stMarch2023,alongwith
the summary of significant accounting policies and explanatory notes (collectively referred to as the “Financial Statements”).
TheseFinancialStatementshavebeenpreparedforinclusionintheDraftRedHerringProspectus(“DRHP”)inaccordancewiththeSecuritiesandExchangeBoardofIndia(IssueofCapitalandDisclosure
Requirements) Regulations, 2018, as amended (“ICDR Regulations”), for the purpose of the Company’s proposed Initial Public Offering (“IPO”) (the “Offer”), and in accordance with the following:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013, as amended (the “Act”);
b) The ICDR Regulations; and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended (the “Guidance Note”).
TheseRestatedIndASFinancialStatementshavebeenpreparedincompliancewithIndianAccountingStandards(“IndAS”)notifiedunderSection133oftheAct,readwithRule3oftheCompanies(Indian
Accounting Standards) Rules, 2015 (as amended), and other applicable provisions.
TheFinancialStatementshavebeenpreparedontheaccrualandgoingconcernbasis.Theaccountingpolicieshavebeenappliedconsistentlyacrossallperiodspresented,unlessstatedotherwise.These
financialstatementsarepresentedinIndianRupees,withallamountsroundedtothenearestlakh,unlessotherwiseindicated.Certaindisclosuresorbalanceshavebeenmeasuredatfairvalueasrequired.
There are no changes in accounting policies requiring restatement, nor are there any exceptional items warranting separate adjustment or restatement in these financial statements.
TheFinancialStatementshavebeenpreparedusingthehistoricalcostconvention,exceptwherefairvaluationisrequiredunderIndASortheapplicableregulations.Historicalcostisgenerallybasedonthefair
value of the consideration paid in exchange for goods and services at the time of acquisition.
TheseRestatedIndASFinancialStatementshavebeenpreparedbyapplyingIndASadjustmentsontherespectiveIndianGAAPfinancialstatementsoftheCompanyfortheyearended31stMarch2025,31st
March 2024 and 1st April 2023.
ThesefinancialstatementshavebeenpreparedsolelyforthepurposeofinclusionintheDRHPandforthepreparationofRestatedStandaloneFinancialInformationoftheCompany.Theyarenotintendedto
anddonotpresentatrueandfairviewofthefinancialposition,financialperformance,orcashflowsoftheCompanyinaccordancewiththerequirementsofSection129oftheCompaniesAct,2013.
Accordingly, these Restated Ind AS Financial Statements are not general-purpose financial statements and are not intended for any purpose other than stated above.
These Financial Statements do not reflect the effects of events occurring after the respective dates of the Board approvals of the underlying Indian GAAP financial statements.
These Restated Financial Statements have been prepared to include information, disclosures, and adjustments as required under the ICDR Regulations, and specifically:
a)Incorporateadjustmentsforchangesinaccountingpolicies,correctionofmaterialerrors,andretrospectiveregrouping/reclassificationforthefinancialyearsended31stMarch,2023and31stMarch,2024to
ensure consistency with the accounting policies and presentation followed for the year ended 31st March, 2025, as applicable;
b) Do not include any qualifications requiring adjustments; and
c) Are prepared in accordance with the Companies Act, 2013, the ICDR Regulations, and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI
Associates:
Investmentinentitiesinwhichthereexistssignificantinfluencebutnotacontrollinginterestareaccountedforundertheequitymethodi.e.theinvestmentisinitiallyrecordedatcost,identifyingany
goodwill/capitalreservearisingatthetimeofacquisition,asthecasemaybe,whichwillbeinherentininvestment.Thecarryingamountoftheinvestmentisadjustedthereafterforthepostacquisitionchange
intheshareofnetassetsoftheinvestee,adjustedwherenecessarytoensureconsistencywiththeaccountingpoliciesoftheGroup.TheRestatedConsolidatedStatementofProfitandLossincludestheGroup’s
share of the results of the operations of the investee.
The Group has following investments in subsidiaries and associates:
Name of the company InC co ou rpn otr ry a to iof n Relationship 31sO t iw Mnn atee rr cr e hs sh , ti 2 p 025 31sO t iw Mnn atee rr cr e hs sh , ti 2 p 024 31sO t iw Mnn t aee rrr ces hsh t 2i p 023
Brightsourse Renewables Energy LLP India Associate 20% 0% 0%
These Financial Statement are presented in Indian Rupee (INR) which is also Functional Currency of the Company and all values are rounded to the nearest Million except when otherwise indicated.
b Significant accounting judgements, accounting estimates and assumptions
ThepreparationoftheRestatedIndASFinancialInformationrequiresmanagementtomakejudgments,estimatesandassumptionsthataffectthereportedamountsofrevenues,expenses,assetsandliabilities
(including contingent liabilities) and the accompanying disclosures. Estimates and underlying assumptions are reviewed on an ongoing basis.
Key sources of estimation uncertainty
Thekeyassumptionsconcerningthefutureandotherkeysourcesofestimationuncertaintyatthereportingdate,thathaveasignificantriskofcausingamaterialadjustmenttothecarryingamountsofassets
andliabilitieswithinthenextfinancialyear,aredescribedbelow.Existingcircumstancesandassumptionsaboutfuturedevelopments,however,maychangeduetomarketchangesorcircumstancesarisingthat
are beyond the control of The Group. Such changes are reflected in the assumptions when they occur.
Current and non-current classifications:
An Asset is classified as current when it satisfies any of the following criteria:
i. It is expected to be realized or intended to be sold or consumed in normal operating cycle
ii. It is held primarily for the purpose of trading
iii. It is expected to be realized within twelve months after the reporting period, or
iv. It is Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current when it satisfies any of the following criteria:
i. It is expected to be settled in normal operating cycle
ii. It is held primarily for the purpose of trading
iii. It is due to be settled within twelve months after the reporting period, or
iv. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
All other liabilities are classified as non-current.
Material estimates and assumptions are required in particular for:
i. Useful life of property, plant and equipment:
This involves determination of the estimated useful life of property, plant and equipment. Useful life of these assets is based on the life prescribed in Schedule II to the Companies Act, 2013 which are as follows:
Asset Group Useful Life
Building 30 years
Plant & Machinery 9-40 years
Furniture & Fixture 10 Years
Office Equipment (including End User devices) 3-6 years
Vehicles 8-10 years
328Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
ii. Taxes:
Pursuanttotheannouncementofthechangesinthecorporatetaxregime,theCompanieshaveanoptiontoeitheroptforthenewtaxregimeorcontinuetopaytaxesaspertheoldtaxregimetogetherwith
theotherbenefitsavailabletotheCompaniesincludingutilisationoftheMATcredit.Duringtheyearended31March2024,theCompanyhadelectedtoexercisetheoptionpermittedunderSection115BAAof
theIncomeTaxAct,1961topaycorporateincometaxat22%plussurchargeandcess(aggregatingtotaxrateof25.17%).Accordingly,theCompanyhasmeasureditscurrenttaxanddeferredtaxchargefor
the year ended 31 March 2024 basis the new tax regime.
iii. Fair value measurements:
Whenthefairvaluesoffinancialassetsorfinancialliabilitiesrecordedordisclosedinthefinancialstatementscannotbemeasuredbasedonquotedpricesinactivemarkets,theirfairvalueismeasuredusing
valuationtechniquesincludingtheDCFmodel.Theinputstothesemodelsaretakenfromobservablemarketswherepossible,butwherethisisnotfeasible,adegreeofjudgementisrequiredinestablishingfair
values. Judgements include consideration of inputs such as liquidity risk, credit risk and volatility.
iv. Impairment:
a) Investments:
TheGroupreviewscarryingvalueofitsinvestmentscarriedatcostannually,ormorefrequentlywhenthereisindicationforimpairments.Iftherecoverableamountislessthanitcarryingamount,the
impairment loss is accounted for.
b) Other than Investment:
TheCompanyappliesexpectedcreditloss(ECL)modelformeasurementandrecognitionofimpairmentlossonthefinancialassetsandcreditriskexposure.Generally,thefirmdoesnotprovidecreditto
customers except for certain Corporates. The firm applies simplified approach for calculation of expected credit losses on trade receivables.
v. Inventories:
Inventories are stated at the lower of cost and net realisable value. In estimating the net realisable value of inventories, the Company makes an estimate of average selling prices reduced by gross profit.
c Revenue recognition
Sale of Goods
TheCompanyrecognisesrevenuewhencontroloverthepromisedgoodsorservicesistransferredtothecustomeratanamountthatreflectstheconsiderationtowhichtheCompanyexpectstobeentitledin
exchange for those goods or services.
Revenueisadjustedforvariableconsiderationsuchasdiscounts,rebates,refunds,credits,priceconcessions,incentives,orothersimilaritemsinacontractwhentheyarehighlyprobabletobeprovided.The
amount of revenue excludes any amount collected on behalf of third parties.
TheCompanyrecognisesrevenuegenerallyatthepointintimewhentheproductsaredeliveredtocustomers.IncontractswherefreightsarearrangedbyCompanyandrecoveredfromthecustomers,thesame
is treated as a separate performance obligation and revenue is recognised when such freight services are rendered.
Interest Income
InterestincomefromafinancialassetisrecognisedwhenitisprobablethattheeconomicbenefitswillflowtotheCompanyandtheamountofincomecanbemeasuredreliably.Interestincomeisaccruedona
timebasis,byreferencetotheprincipaloutstandingandattheeffectiveinterestrateapplicable,whichistheratethatexactlydiscountsestimatedfuturecashreceiptsthroughtheexpectedlifeofthefinancial
asset to that asset’s net carrying amount on initial recognition.
d Foreign Currencies
The functional currency of the Company is determined on the basis of the primary economic environment in which it operates. The functional currency of the Company is Indian National Rupee (INR).
Thetransactionsincurrenciesotherthantheentity'sfunctionalcurrency(foreigncurrencies)arerecognisedattheratesofexchangeprevailingatthedatesofthetransactions.Attheendofeachreporting
year,monetaryitemsdenominatedinforeigncurrenciesareretranslatedattheratesprevailingatthereportingdate.Non-monetaryitemscarriedatfairvaluethataredenominatedinforeigncurrenciesare
retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on settlement or translation of monetary items are recognised in statement of profit and loss in the year in which they arise except for:
1. Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to
interest costs on those foreign currency borrowings;
2. Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the
foreign operation), which are recognised initially in other comprehensive income and reclassified from equity to Statement of Profit and Loss on repayment of the monetary items; and
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
e Taxes on Income
Incometaxexpenserepresentsthesumofthetaxcurrentlypayableandthenetchangeinthedeferredtaxassetorliabilityduringtheyear.CurrentanddeferredtaxesarerecognisedinStatementofProfitand
Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity.
i) Current Taxation
CurrentincometaxismeasuredattheamountexpectedtobepaidtothetaxauthoritiesinaccordancewiththeIncome-TaxAct,1961enactedinIndia.Thetaxratesandtaxlawsusedtocomputetheamount
are those that are enacted or substantially enacted, at the reporting date.
Currentincometaxrelatingtoitemsrecognisedoutsidethestatementofprofitandlossisrecognisedoutsidethestatementofprofitandloss(eitherinothercomprehensiveincome(OCI)orinequity).
Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
ii) Deferred Taxation
Deferredtaxisrecognisedontemporarydifferencesbetweenthecarryingamountsofassetsandliabilitiesinthefinancialstatementsandthecorrespondingtaxbasesusedinthecomputationoftaxableprofit.
Deferredtaxliabilitiesarerecognisedforalltaxabletemporarydifferences.Deferredtaxassetsarerecognisedforalldeductibletemporarydifferencestotheextentthatitisprobablethattaxableprofitswillbe
availableagainstwhichthosedeductibletemporarydifferencescanbeutilised.Suchdeferredtaxassetsandliabilitiesarenotrecognisedifthetemporarydifferencearisesfromtheinitialrecognition(otherthan
inabusinesscombination)ofassetsandliabilitiesinatransactionthataffectsneitherthetaxableprofitnortheaccountingprofit.Further,deferredtaxisnotrecognisedontheitemsthatdoesnotgiveriseto
equal taxable and deductible temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.
Thecarryingamountofdeferredtaxassetsisreviewedattheendofeachreportingyearandreducedtotheextentthatitisnolongerprobablethatsufficienttaxableprofitswillbeavailabletoallowallorpart
oftheassettoberecovered.Unrecogniseddeferredtaxassetsarere-assessedateachreportingdateandarerecognisedtotheextentthatithasbecomeprobablethatfuturetaxableprofitswillallowthe
deferred tax asset to be recovered.
Deferredtaxassetsandliabilitiesaremeasuredatthetaxratesthatareexpectedtoapplyintheyearinwhichtheliabilityissettledortheassetrealised,basedontaxrates(andtaxlaws)thathavebeen
enacted or substantively enacted by the end of the reporting year.
Deferredtaxassetsanddeferredtaxliabilitiesareoffsetifalegallyenforceablerightexiststosetoffcurrenttaxassetsagainstcurrenttaxliabilitiesandthedeferredtaxesrelatetothesametaxableentityand
the same taxation authority.
Currentanddeferredtaxarerecognisedinprofitandlossexceptwhentheyarerelatingtoitemsthatarerecognisedinothercomprehensiveincomeordirectlyinequity,inwhichcase,thecurrentanddeferred
tax are also recognised in other comprehensive income or directly in equity respectively.
329Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
f Property, plant and equipment (herein referred to as “PPE”)
Tangible fixed assets
Recognition and Measurement:
Fixedassetsarestatedatcostofacquisitionorconstruction.Theyarestatedathistoricalcostlessaccumulateddepreciationandimpairmentlosses,ifany.Thecostofproperty,plantandequipmentcomprises
itspurchasepricenetofanytradediscountsandrebates,anyimportdutiesandothertaxes(otherthanthosesubsequentlyrecoverablefromthetaxauthorities),anydirectlyattributableexpenditureonmaking
the asset ready for its intended use, including relevant borrowing costs for qualifying assets and any expected costs of decommissioning.
Subsequent Expenditure:
Subsequentexpenditurerelatingtoproperty,plantandequipmentiscapitalizedonlywhenitisprobablethatfutureeconomicbenefitsassociatedwiththeexpenditurewillflowtotheCompanyandthecostof
theitemcanbemeasuredreliably.Allotherexpensesonexistingfixedassets,includingday-to-dayrepairandmaintenanceexpenditureandcostofreplacingparts,arechargedtotheRestatedStandalone
StatementofProfitandLossfortheperiodduringwhichsuchexpensesareincurred.Majorshut-downandoverhaulexpenditureiscapitalisedastheactivitiesundertakenimprovestheeconomicbenefits
expected to arise from the asset.
Depreciation and amortisation methods and periods:
i) Pursuant to the enactment of the Companies Act 2013, the Company has applied the estimated useful lives as specified in Schedule-II. Accordingly the unamortized carrying value is being depreciated over the
revised/remaining useful lives.
Asset Group Useful Life
Building 30 years
Plant & Machinery 9-40 years
Furniture & Fixture 10 Years
Office Equipment (including End User devices) 3-6 years
Vehicles 8-10 years
ii) Depreciation on fixed assets is provided on Written Down Value at the rate prescribed in Schedule II to the Companies Act, 2013 except otherwises mentioned
iii) Depreciation on asset acquired / disposed off during the period is provided on pro-rata basis with reference to the date of addition/disposal.
iv) When Significant parts of plant and equipment are required to be replaced at intervals, the company depreciates them separately based on their specific useful life.
v) Freehold lands are not depreciated.
Residual values:
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Derecognition of PPE:
An item of Property, Plant and Equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.
Gain and loss on disposal of item of PPE:
Gainsorlossesarisingfromderecognition/saleproceedsoffixedassetsaremeasuredasthedifferencebetweenthenetdisposalproceedsandthecarryingamountoftheassetandarerecognizedinthe
statement of profit and loss when the asset is derecognized.
Capital Work in Progress:
AssetsinthecourseofconstructionarecapitalisedintheassetsunderCapitalworkinprogress.Atthepointwhenanassetisoperatingatmanagement’sintendeduse,thecostofconstructionistransferredto
theappropriatecategoryofproperty,plantandequipmentanddepreciationcommences.Costsassociatedwiththecommissioningofanassetandanyobligatorydecommissioningcostsarecapitalisedwherethe
asset is available for use but incapable of operating at normal levels, revenue (net of cost) generated from production during the trial period is capitalised.
Assets Held for Use:
Property, plant and equipment held for use in the production, supply or administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses, if any.
g Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the Statement of Profit and Loss in the year in which they are incurred.
The Company determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on that borrowing during the year less any interest income earned on temporary
investment of specific borrowings pending their expenditure on qualifying assets, to the extent that an entity borrows funds specifically for the purpose of obtaining a qualifying asset. In case if the Company
borrows generally and uses the funds for obtaining a qualifying asset, borrowing costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on that asset.
h Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost means:
• Cost of raw materials include cost of purchase and other costs incurred in bringing the inventories to their present location and condition.
•Costofsemi-finished,finishedgoodsandworkinprogressincludecostofdirectmaterialsandlabourandaproportionofmanufacturingoverheadsbasedonthenormaloperating capacitybutexcluding
borrowing costs.
NRV means:
Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and estimated cost necessary to make the sale.
The basis of determining cost for various categories of inventories are as follows:
Raw Material: First in First Out Method (FIFO)
Stores & Spares: First in First Out Method (FIFO)
Finished Goods: Cost or NRV, whichever is lower
i Impairment of non-financial assets
Thecarryingamountofassets,otherthaninventories,isreviewedateachbalancesheetdatetodeterminewhetherthereisanyindicationofimpairment.Ifanysuchindicationexists,theassetsrecoverable
amount is estimated.
Theimpairmentlossisrecognisedwheneverthecarryingamountofanassetoritscashgenerationunitexceedsitsrecoverableamount.Therecoverableamountisthegreateroftheasset’snetsellingpriceand
value in the uses which is determined based on the estimated future cash flow discounted to their present values. All impairment losses are recognised in the Statement of Profit and Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is recognised in the Statement of Profit and Loss.
330Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
j Employee benefits
Short Term Employee Benefits
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick/ contingency leave in the year the related service is rendered at the undiscounted amount of the
benefits expected to be paid in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.
Retirement and other employee benefits:
Defined contribution plans:
Adefinedcontributionplanispost-employmentbenefitplanunderwhichanentitypaysspecifiedcontributionstoseparateentityandhasnoobligationtopayanyfurtheramounts.TheCompanymakes
specifiedobligationstowardsemployeeprovidentfundandemployeestateinsurancetoGovernmentadministeredprovidentfundschemeandESIschemewhichisadefinedcontributionplan.TheCompany’s
contributions are recognised as an expense in the Restated Standalone Statement of Profit and Loss during the period in which the employee renders the related service.
Defined Benefit plans:
Gratuitybeingadefinedbenefitschemeisaccruedbasedonactuarialvaluations,carriedoutbyanindependentactuaryasatthebalancesheetdateusingtheprojectedunitcreditmethod.Thesecontributions
are covered through Company Gratuity Scheme with Life Insurance Corporation of India and are charged against revenue.
Re-measurement,comprisingactuarialgainsandlosses,theeffectofthechangestotheassetceiling(ifapplicable)andthereturnonplanassets(excludinginterest),isreflectedimmediatelyintheStandalone
Balance Sheet with a charge or credit recognised in other comprehensive income in the year in which they occur.
Re-measurementrecognisedinothercomprehensiveincomeisreflectedimmediatelyinretainedearningsandwillnotbereclassifiedtoStandaloneStatementofProfitandLoss.Pastservicecostisrecognisedin
Standalone Statement of Profit and Loss in the year of a plan amendment or when the Company recognizes corresponding restructuring cost whichever is earlier.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:
1. Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
2. Net interest expense or income; and
3. Re-measurement
The Company presents the first two components of defined benefit costs in Standalone Statement of Profit and Loss in the line item ‘Employee benefits expenses’.
Curtailmentgainsandlossesareaccountedforaspastservicecosts.TheretirementbenefitobligationrecognisedintheStandaloneBalanceSheetrepresentstheactualdeficitorsurplusintheCompany’s
definedbenefitplans.Anysurplusresultingfromthiscalculationislimitedtothepresentvalueofanyeconomicbenefitsavailableintheformofrefundsfromtheplansorreductionsinfuturecontributionsto
the plans. For the purpose of presentation of defined benefit plans, the allocation between short term and long term provisions has been made as determined by an actuary.
Compensated absences:
Accumulatedleave,whichisexpectedtobeutilizedwithinthenext12months,istreatedasshort-termemployeebenefit.TheCompanymeasurestheexpectedcostofsuchabsencesastheadditionalamount
that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
k Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financialassetsandfinancialliabilitiesareinitiallymeasuredatfairvalue.Transactioncoststhataredirectlyattributabletotheacquisitionorissueoffinancialassetsandfinancialliabilities(otherthanfinancial
assetsandfinancialliabilitiesatfairvaluethroughprofitorloss)areaddedtoordeductedfromthefairvalueofthefinancialassetsorfinancialliabilities,asappropriate,oninitialrecognition.Transactioncosts
directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.
Anequityinstrumentisanycontractthatevidencesaresidualinterestintheassetsofanentityafterdeductingallofitsliabilities.EquityinstrumentsissuedbyaCompanyentityarerecognisedattheproceeds
received, net of direct issue costs.
Financial assets
a) Recognition and initial measurement:
AllFinancialassets(exceptinvestmentinsubsidiary)isinitiallyrecognisedatfairvalueand,foranitemnotatFVTPL,transactioncoststhataredirectlyattributabletoitsacquisitionorissue.Purchasesand
sales of financial assets are recognised on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument.
b) Classification of financial assets:
Financial assets are classified, at initial recognition and subsequently measured at amortised cost, fair value through other comprehensive income (FVOCI), and fair value through profit and loss (FVTPL).
A financial asset is measured at amortised cost if it meets both of the following conditions:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
ThiscategoryisthemostrelevanttotheCompany.Afterinitialmeasurement,suchfinancialassetsaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestrate(EIR)method.Amortisedcostis
calculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesorcoststhatareanintegralpartoftheEIR.TheEIRamortisationisincludedinfinanceincomeintheprofitorloss.Thelosses
arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.
A financial asset is measured through Other Comprehensive Income (FVOCI) if it meets both of the following conditions:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
DebtinstrumentsincludedwithintheFVTOCIcategoryaremeasuredinitiallyaswellasateachreportingdateatfairvalue.FairvaluemovementsarerecognisedintheOtherComprehensiveIncome(OCI).
However,theCompanyrecognisesinterestincome,impairmentlosses&reversalsandforeignexchangegainorlossintheStatementofProfitandLoss.Onde-recognitionoftheasset,cumulativegainorloss
previously recognised in OCI is reclassified from the equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
A financial asset is measured through Profit and Loss account (FVTPL) if it meets both of the following conditions:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
FVTPLisaresidualcategoryfordebtinstrumentsanddefaultcategoryforequityinstruments.FinancialassetsincludedwithintheFVTPLcategoryaremeasuredatfairvaluewithallchangesrecognisedinthe
statement of profit and loss.
Inaddition,theCompanymayelecttodesignateadebtinstrument,whichotherwisemeetsamortisedcostorFVTOCIcriteria,asatFVTPL.However,suchelectionisallowedonlyifdoingsoreducesor
eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any debt instrument as at FVTPL.
c) De-recognition of financial assets:
TheCompanyderecognisesafinancialassetwhenthecontractualrightstothecashflowsfromtheassetexpire,orwhenittransfersthefinancialassetandsubstantiallyalltherisksandrewardsofownershipof
the asset to another party.
Onderecognitionofafinancialasset,thedifferencebetweentheasset’scarryingamountandthesumoftheconsiderationreceivedandreceivableandthecumulativegainorlossthathadbeenrecognisedin
other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
d) Impairment of financial assets:
TheCompanyappliesexpectedcreditloss(ECL)modelformeasurementandrecognitionofimpairmentlossonthefinancialassetsandcreditriskexposure.Generally,thefirmdoesnotprovidecreditto
customers except for certain Corporates. The firm applies simplified approach for calculation of expected credit losses on trade receivables.
331Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
e) Effective Interest Method:
Theeffectiveinterestmethodisamethodofcalculatingtheamortisedcostofadebtinstrumentandofallocatinginterestincomeovertherelevantperiod.Theeffectiveinterestrateistheratethatexactly
discountsestimatedfuturecashreceipts(includingallfeesandpointspaidorreceivedthatformanintegralpartoftheeffectiveinterestrate,transactioncostsandotherpremiumsordiscounts)throughthe
expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in the Standalone statement of profit and loss and is
included in the ‘Other income’ line item.
Financial liabilities:
Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The measurement of financial liabilities depends on their classification, as described below:
At amortised cost
ThisisthecategorymostrelevanttotheCompany.Afterinitialrecognition,financialliabilitiesaresubsequentlymeasuredatamortisedcostusingtheEIRmethod.Gainsandlossesarerecognisedinprofitor
losswhentheliabilitiesarederecognisedaswellasthroughtheEIRamortisationprocess.Amortisedcostiscalculatedbytakingintoaccountanydiscountorpremiumonacquisitionandfeesorcoststhatare
an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
At fair value through profit or loss (FVTPL)
Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
• It has been incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;
•thefinancialliabilityformspartofaCompanyoffinancialassetsorfinancialliabilitiesorboth,whichismanagedanditsperformanceisevaluatedonafairvaluebasis,inaccordancewiththeCompany’s
documented risk management or investment strategy, and information about the Companying is provided internally on that basis; or
• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire combined contract to be designated as at FVTPL in accordance with Ind AS 109.
Derecognition of Financial Liability
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
l Cash & Cash Equivalents (for purpose of cash flow statement)
Cash comprises cash on hand and demand deposit with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of creation)
m Cash Flow Statement
StatementofcashflowsispreparedinaccordancewiththeindirectmethodprescribedintheINDAS7.Forthepurposeofpresentationinthestatementofcashflows,cashandcashequivalentsincludescash
onhand,chequesanddraftsonhand,depositsheldwithBanks,othershortterm,highlyliquidinvestmentswithoriginalmaturitiesofthreemonthsorlessthatarereadilyconvertibletoknownamountsofcash
andwhicharesubjecttoaninsignificantriskofchangesinvalue,andbookoverdrafts.However,Bookoverdraftsareshownwithinborrowingsincurrentliabilitiesinthebalancesheetforthepurposeof
presentation.
n Segment Accounting
TheCompanyisprimarilyengagedinthe businessofdevelopmentofcommercialsolarpowersystemsandtheexecutionofengineeringprojectservicesinvolvingErection,Installation,Commissioningand
Operations&MaintenancehencetherearenoseparatereportablesegmentsasperIndAS108.TherearenomaterialindividualmarketsoutsideIndiaandhencethesameisnotdisclosedforgeographical
segments for the segment revenues or results or assets.
o Provision, Contingent Liabilities and Contingent Assets
Provisions:
ProvisionsarerecognisedwhentheCompanyhasapresentobligation(legalorconstructive),asaresultofpastevents,anditisprobablethatanoutflowofresources,thatcanbereliablyestimated,willbe
required to settle such an obligation.
Theamountrecognisedasaprovisionisthebestestimateoftheconsiderationrequiredtosettlethepresentobligationatthebalancesheetdate,takingintoaccounttherisksanduncertaintiessurroundingthe
obligation.Whenaprovisionismeasuredusingthecashflowsestimatedtosettlethepresentobligation,itscarryingamountisthepresentvalueofthosecashflows(whentheeffectofthetimevalueofmoney
is material).
Whensomeoralloftheeconomicbenefitsrequiredtosettleaprovisionareexpectedtoberecoveredfromathirdparty,areceivableisrecognisedasanassetifitisvirtuallycertainthatreimbursementwillbe
received and the amount of the receivable can be measured reliably.
Contingent Liability:
Acontingentliabilityisapossibleobligationthatarisesfrompasteventsandwhoseexistencewillbeconfirmedonlybytheoccurrenceornon-occurrenceofoneormoreuncertainfutureeventsnotwholly
withinthecontroloftheCompanyorapresentobligationthatisnotrecognizedbecauseitisnotprobablethatanoutflowofresourceswillberequiredtosettletheobligation.Acontingentliabilityalsoarisesin
extremelyrarecaseswherethereisaliabilitythatcannotberecognizedbecauseitcannotbemeasuredreliably.TheCompanydoesnotrecognizeacontingentliabilitybutdisclosesitinthefinancialstatements,
unless the possibility of an outflow of resources embodying economic benefits is remote.
Inthenormalcourseofbusiness,contingentliabilitiesmayarisefromlitigationandotherclaimsagainsttheCompany.Potentialliabilitiesthatarepossiblebutnotprobableofcrystalizingorareverydifficultto
quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised. The cases which have been determined as remote by the Company are not disclosed.
Contingent Assets:
Contingent assets are neither recognised nor disclosed in the financial statements.
p Earnings Per Share
BasicEarningsPerShareiscomputedbydividingthenetprofitattributabletotheequityshareholdersofthecompanytotheweightedaveragenumberofSharesoutstandingduringtheperiod&Diluted
earningspershareiscomputedbydividingthenetprofitattributabletotheequityshareholdersofthegroupafteradjustingtheeffectofalldilutivepotentialequitysharesthatwereoutstandingduringthe
period.
The weighted average number of shares outstanding during the period includes the weighted average number of equity shares that could have issued upon conversion of all dilutive potential.
q Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognised as income in equal
amounts over the expected useful life of the related asset.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of
the benefit of the underlying asset by equal annual instalments. When loans or similar assistance are provided by governments or related institutions, with an interest rate below the current applicable market
rate, the effect of this favourable interest is regarded as a government grant.
The loan or assistance is initially recognised and measured at fair value and the government grant is measured as the difference between the initial carrying value of the loan and the proceeds received. The loan
is subsequently measured as per the accounting policy applicable to financial liabilities.
Export incentives under various schemes are recognized as income when the right to receive such entitlements/ credit as per the terms of the respective schemes is established and where there is no significant
uncertainty regarding the ultimate collection of the relevant export proceeds.
332Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
r Insurance Claims
The Company accounts for insurance claims as under:
Incaseoftotallossofassetbytransferring,eitherthecarryingcostoftherelevantassetorinsurancevalue(subjecttodeductibles),whicheverislowerunderthehead“ClaimsRecoverable–Insurance”on
intimation to Insurer. In case insurance claim is less than carrying cost, the difference is charged to Profit and Loss Account.
Incaseofpartialorotherlosses,expenditureincurred/paymentsmadetoputsuchassetsbackintouse,tomeetthirdpartyorotherliabilities(lesspolicydeductibles)ifany,areaccountedforas“Claims
Recoverable – Insurance”. Insurance Policy deductibles are expensed in the year the corresponding expenditure is incurred.
As and when claims are finally received from Insurer, the difference, if any, between Claims Recoverable – Insurance and claim received is adjusted to Profit and Loss Account.
s Impairment of non-financial assets
Attheendofeachreportingyear,thegroupreviewsthecarryingamountsofitsproperty,plantandequipmentandintangibleassetstodeterminewhetherthereisanyindicationthatthoseassetshavesuffered
animpairmentloss.Ifanysuchindicationexists,therecoverableamountoftheassetisestimatedinordertodeterminetheextentoftheimpairmentloss(ifany).Whereitisnotpossibletoestimatethe
recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Impairmentexistswhenthecarryingvalueofanassetorcashgeneratingunitexceedsitsrecoverableamount,whichisthehigherofitsfairvaluelesscostsofdisposalanditsvalueinuse.Thefairvalueless
costsofdisposalcalculationisbasedonavailabledataforsimilarassetsorobservablemarketpriceslessincrementalcostsfordisposingoftheasset.ThevalueinusecalculationisbasedonaDCFmodel.The
cashflowsarederivedfromthebudgetforthenextfiveyearsanddonotincluderestructuringactivitiesthatThegroupisnotyetcommittedtoorsignificantfutureinvestmentsthatwillenhancetheasset’s
performancebeingtested.TherecoverableamountissensitivetothediscountrateusedfortheDCFmodelaswellastheexpectedfuturecash-inflowsandthegrowthrateusedforextrapolationpurposes.These
estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the group.
t Events occurring after the balance sheet date
TheCompanyevaluateseventsandtransactionsthatoccursubsequenttothebalancesheetdatebutpriortoapprovalofthefinancialstatementstodeterminethenecessityforrecognitionand/orreportingof
any of these events and transactions in the financial statements. There are no subsequent events to be recognised or reported that are not already disclosed.
Ifthehedginginstrumentexpiresorissold,terminatedorexercisedwithoutreplacementorrollover(aspartofthehedgingstrategy),orifitsdesignationasahedgeisrevoked,orwhenthehedgenolonger
meets the criteria for hedge accounting, any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs or the foreign currency firm commitment is
333Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
3 First-time adoption of Ind-AS
These are Company’s Restated financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as
notifiedunderCompanies(IndianAccountingStandards)Rules,2015.Inpreparingthefinancialstatementsfortheyearended
31st March 2025, 31st March 2024 and opening balance sheet as at 1st April 2023 (date of transition), the Company has
adjustedamountsreportedpreviouslyinfinancialstatementspreparedinaccordancewithIndianGAAP.Thisnoteexplainsthe
principaladjustmentsmadebytheCompanyinrestatingitsIndianGAAPfinancialstatements,includingthebalancesheetasat
1stApril,2023andthefinancialstatementsfortheperiodended31stMarch,2025,yearended31stMarch2024,31stMarch
2023.
This note explains exemptions availed by the Company in restating its previous GAAP financial statements, including the
balancesheetasat1stApril,2023,31stMarch,2024&31stMarch,2025andtheFinancialstatementsasattheyearended
31st March 2025, 31st March 2024, 31st March 2022.
TheCompany,formerlyaPartnershipFirm,hasbeenconvertedintoaPublicLimitedCompanyundertheCompaniesAct,2013,
withafreshCertificateofIncorporationissuedbytheRegistraron9thMay,2025.BeingoriginallyconstitutedasaPartnership
Firm, the entity did not prepare any financial statements in accordance with Indian GAAP (IGAAP). Consequently, the
requirementfordisclosuresandreconciliationsunderIndAS101–First-timeAdoptionofIndianAccountingStandardsisnot
applicable. Accordingly, no reconciliation from previous GAAP to Ind AS is presented. The financial statements have been
preparedasSpecialPurposeFinancialStatementsinaccordancewiththerecognitionandmeasurementprinciplesoftheIndian
Accounting Standards notified under Section 133 of the Companies Act, 2013, read with relevant rules, to the extent applicable
3.1 Following are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous
GAAP to Ind AS.
Exemption Availed
i) Deemed cost of property, plant and equipment and intangible assets
TheCompanyhaselectedtocontinuewiththecarryingvalueofallitsproperty,plantandequipment'sandintangibleassets
recognised as of 1st April, 2023 measured as per the previous GAAP and use that carrying value as its deemed cost on
transition date.
ii) Estimates
Theestimatesat31stMarch,2025areconsistentwiththosemadeforthesamedatesinaccordancewithIndianGAAP(After
adjustmentstoreflectanydifferencesinaccountingpolicies)apartfromthefollowingitemswhereapplicationofIndianGAAP
did not require estimation
> Impairment of Financial assets based on risk exposure and application of ECL model.
The Company has applied the derecognition requirements of financial assets and financial liabilities prospectively for
transactions occurring on or after transition date.
iii) Classification and measurement of financial assets
TheCompanyhasassessedclassificationandmeasurementoffinancialassetsonthebasisoffactsandcircumstancesthatexist
as on transition date.
iv) Impairment of financial assets
TheCompanyhasappliedimpairmentrequirementsofIndAS109retrospectively;however,aspermittedbyIndAS101,ithas
usedreasonableandsupportableinformationthatisavailablewithoutunduecostorefforttodeterminethecreditriskatthe
date that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.
334Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
3.2 Restatement adjustments, Material regroupings and Non-adjusting items
(a) Impact of restatement adjustments
Belowmentionedisthesummaryofresultsofrestatementadjustmentsmadetotheauditedfinancialstatementsoftherespectiveperiod/yearsanditsimpact
on profits.
(Rs. In Millions)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Profit after tax as per audited financial statements of F.Y. ended 2025 and 2024 & 2023. 261.45 30.19 2 .80
Adjustments to net profit as per audited financial statements
Increase/(decrease): Due to change in method of depreciation - (0.84) (0.93)
Increase/(decrease): Due to change in defered tax - 0 .30 0 .31
Less: Expected Credit Loss Allowance - - -
Less: Classification to Other Comprehensive Income - 0 .14 0 .02
Total adjustments - (0.40) (0.60)
Restated profit after tax for the period/ years 2 61.45 29.78 2.20
Explanatory Note:
(i). Depreciation and Amortization Expense: Depreciation workings for assets which were in variance with accounting standard has now been restated.
(ii).GratuityExpense:TheCompanyhasrecognisedgratuityliabilityinaccordancewithIndAS-19,whichhasbeendulyprovidedforandconsideredinthe
Restated Financial Statements.
(iii).DeferredTax:DeferredtaxhasbeencomputedfortemporarytimingdifferencesinaccordancewiththeprovisionsofIndAS-12andhasbeenduly
recognised in the Restated Financial Statements.
A positive figures represents addition and negative figures represents deletion in the corresponding head in the audited financial statements for respective
reporting periods to arrive at the restated numbers.
Reconciliation of restated Equity/ Net worth
(Rs. In Millions)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Equity/ Net worth as per audited financials 2 55.43 3 3.01 1 0.51
Change in value of PPE due to change in method of depreciation - (0.84) (0.52)
Change in Deferred taxes due to restatement - (0.86) (0.22)
Change in Provision for Grauity - 0 .25 0 .03
Change in Classification to Other Comprehensive Income - 0 .54 0 .24
Change in Tax Impact due to Other Comprehensive Income
Total Changes - ( 0.92) ( 0.47)
Restated Equity/ Net worth 255.43 3 2.10 1 0.04
Explanatory Note:
(i). Depreciation and Amortization Expense: Depreciation workings for assets which were in variance with accounting standard has now been restated.
(ii). Deferred Tax: Deferred tax has been computed for temporary timing differences in accordance with the provisions of Ind AS-12 and has been duly
recognised in the Restated Financial Statements.
(iii). Gratuity Expense: The Company has recognised gratuity liability in accordance with Ind AS 19, which has been duly provided for and considered in the
Restated Financial Statements.
(iv). Other Comprehensive Income: OCI was not recognised in the Partnership Firm under IGAAP and has now been presented in the Restated Financial
Statements as per applicable standards.
A positive figures represents addition and negative figures represents deletion in the corresponding head in the audited financial statements for respective
reporting periods to arrive at the restated numbers.
(b) Explanatory notes for the restatement adjustments
Inthefinancialstatementsfortheperiod/yearended31stMarch2025,31stMarch2024and31stMarch2023theCompanyhadnotaccountedforany
transactionsaspriorperioditems.Andaccordingly,inthepreparationoftheRestatedFinancialstatement,adjustmenttotheresultsoftherespectiveyear/s/
period/s in respect of the the effect of prior period items do not arise / cosidered.
The amount relating to the income/ expenses have been adjusted in the year to which the same relates to and under which head the same related to.
Thecompanyhasprovidedexcessprovisionoftaxintheyearinwhichincometaxreturnhasbeenfiledandhasbeenadjustedinpriorperioditemsin
financials but in the restated financials it has been adjusted in the same financial year where it relates to.
Appropriateadjustmentshavebeenmadeintherestatedfinancialstatements,whereverrequired,byreclassificationofthecorrespondingitemofincome,
expenses, assets and liabilities, in order to bring them in line with the groupings as per audited financials of the company for all the years.
335Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
(c) Material regrouping
Witheffectfrom1stApril,2014,ScheduleIIInotifiedundertheCompaniesAct,2013hasbecomeapplicabletotheCompanyforpreparationandpresentation
ofits financial statements. Revised Schedule VInotified underthe Companies Act, 1956became applicable tothe Companyfrom 1stApril, 2023,for
preparationandpresentationofitsfinancialstatements.TheadoptionofScheduleIII/RevisedScheduleVIdoesnotimpactrecognitionandmeasurement
principlesfollowedforpreparationoffinancialstatements.Further,thereisnosignificantimpactonthepresentationanddisclosuresmadeinthefinancial
statements on adoption of Schedule III as compared to Revised Schedule VI.
AppropriateadjustmentshavebeenmadeintheRestatedFinancialInformation,whereverrequired,byareclassificationofthecorrespondingitemsofincome,
expenses,assets,liabilitiesandcashflowsinordertobringtheminlinewiththegroupingsaspertheauditedfinancialstatementsoftheCompanyasatand
fortheyearendedon31stMarch,2025,31stMarch,2024&31stMarch,2023,preparedinaccordancewithScheduleIIIandtherequirementsoftheSecurities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (as amended).
336Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
4.1 Property, Plant and Equipment
(Rs. In Millions)
Property, Plant & Equipment Intangible Assets
Description of Assets Land Building Co pm rop cu et se sr is n a gn ud n d ita sta Fur Fn ixit tu ur re e sand Vehicles Office Equipments Plant & Machinery Total Software Total
I. Cost or Deemed Cost
Balance as at 31st March, 2023 - 2.39 0.51 - 5.63 0.81 0.02 9.36 - -
Additions during the Year 3.77 - 0.46 0.42 1.04 0.78 3.03 9 .51 - -
Disposals during the Year - - - - - - - - - -
Balance as at 31st March, 2024 3.77 2.39 0.97 0.42 6.68 1.59 3.05 18.87 - -
Additions during the Period - 3.54 0.68 0.30 2.91 2.58 1.11 11.12 0.27 0.27
Disposals during the Period - - - - - - - - - -
Balance as at 31st March, 2025 3.77 5.93 1.66 0.72 9.58 4.17 4.16 29.99 0.27 0.27
II. Accumulated depreciation and amortisation
Balance as at 31st March, 2023 - 0.25 0.40 - 2.45 0.46 0.01 3.58 - -
Depreciation for the year - 0 .20 0 .12 0 .02 1 .05 0 .28 0 .30 1 .97 - -
Eliminated on disposal of assets - - - - - - - - - -
Balance as at 31st March,2024 - 0.46 0.53 0.02 3.50 0.74 0.30 5.55 - -
Depreciation for the period - 0 .33 0 .57 0 .17 1 .73 0 .85 0 .67 4 .32 0 .03 0 .03
Eliminated on disposal of assets - - - - - - - - - -
Balance as at 31st March, 2025 - 0.79 1.09 0.18 5.23 1.60 0.97 9.87 0.03 0.03
(Rs. In Millions)
Property, Plant & Equipment Intangible Assets
Description of Assets Land Building Co pm rop cu et se sr is n a gn ud n d ita sta Fur Fn ixit tu ur re e sand Vehicles Office Equipments Plant & Machinery Total Software Total
Carrying Amount :
As at 31st March, 2023 - 2 .13 0 .11 - 3 .18 0 .35 0 .01 5 .79 - -
As at 31st March, 2024 3 .77 1 .93 0 .45 0 .41 3 .17 0 .85 2 .74 1 3.32 - -
As at 31st March, 2025 3 .77 5 .14 0 .57 0 .54 4 .35 2 .57 3 .18 2 0.12 0 .24 0 .24
3374.2 Capital work in progress (CWIP)
(Rs. In Millions)
Particulars 31st M A as r ca ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
Capital work in progress (CWIP)
Opening Balance 4.42 - -
Add: Additions during the Year 6.42 4.42 -
Less: Transferred to Property Plant & Equipement - - -
Total 10.84 4.42 -
Ageing Schedule of capital work-in-progress as at 31st March 2023
(Rs. In Millions)
Particulars Less than 1 year 1-2 years Amount in 2 C -W 3 yIP ea f ro sr period Mof ore than 3 years Total
Projects in progress - - - - -
Projects temporarily suspended - - - - -
Total - - - - -
Ageing Schedule of capital work-in-progress as at 31st March 2024
(Rs. In Millions)
Particulars Less than 1 year 1-2 years Amount in 2 C -W 3 yIP ea f ro sr period Mof ore than 3 years Total
Projects in progress 4.42 - - - 4.42
Projects temporarily suspended - - - - -
Total 4.42 - - - 4.42
Ageing Schedule of capital work-in-progress as at 31st March, 2025
(Rs. In Millions)
Particulars Less than 1 year 1-2 years Amount in 2 C -W 3 yIP ea f ro sr period Mof ore than 3 years Total
Projects in progress 6.42 4.42 - - 1 0.84
Projects temporarily suspended - - - - -
Total 6.42 4.42 - - 10.84
338Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement (Rs. In Millions)
5 Non-current Financial Assets - Investments 31st M A as r ca ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
(a) Investment in Associates
Investment measured at Cost
Brightsourse Renewables Energy LLP 0 .01 - -
Category-wise Investments – Non-Current
Financial Assets measured at Cost 0 .01 - -
Financial Assets measured at Fair Value through Other Comprehensive Income (FVTOCI) - - -
Financial Assets measured at Fair value through Profit & Loss (FVTPL) - - -
Total 0.01 - -
6 Other Non-current Financial Assets As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
(Unsecured, considered good)
Security deposit (non interest bearing) 1 .42 1.06 2.11
Total 1.42 1.06 2.11
7 Deferred Taxes 31st M A as r ca ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
DDeeffeerrrreedd Ttaaxx lAiasbsielittsi e(sN (eNt)et) 1 . 2 -5 0 . 5 -4 0 . 2 -4
Total 1.25 0.54 0.24
As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
The movement on the deferred tax account is as follows:
At the start of the year 0 .54 0 .24 ( 0.07)
Charge to Statement of Profit and Loss 0 .71 0 .30 0 .31
Charge / (Credit) to Other Comprehensive Income - - -
Net Deferred Tax Liabilities at the end of the year Total 1.25 0.54 0.24
As at 31st March, 2025
Component of Deferred tax liabilities / (asset)
Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance
PL OCI
Property, Plant and Equipment (0.54) (0.71) - ( 1.25)
Other items giving raise to temporary differences - - - -
Unused tax losses - - - -
Total deferred tax liabilities (0.54) ( 0.71) - ( 1.25)
As at 31st March, 2024
Component of Deferred tax liabilities / (asset)
Particulars Opening balance (Credit)/charge in (Credit)/charge in Closing balance
PL OCI
Property, Plant and Equipment (0.24) (0.30) - ( 0.54)
Other items giving raise to temporary differences - - - -
Unused tax losses - - - -
Total deferred tax liabilities (0.24) ( 0.30) - ( 0.54)
As at 31st March, 2023
Component of Deferred tax liabilities / (asset)
Particulars Opening balance (Credit) P/ Lc harge in (Credit) O/ Cc Ih arge in Closing balance
Property, Plant and Equipment 0 .07 (0.31) - ( 0.24)
Other items giving raise to temporary differences - - - -
Unused tax losses - - - -
Total deferred tax liabilities 0.07 ( 0.31) - ( 0.24)
8 Inventories As at As at As at
(At lower of Cost or Net Realisable Value) 31st March, 2025 31st March, 2024 31st March, 2023
Raw Materials 56.95 25.17 7.57
Work in progress 199.34 88.09 26.51
Stores & spares 28.48 12.58 3.79
Total 284.77 125.84 37.87
9 Trade Receivables As at As at As at
(Unsecured, considered good) 31st March, 2025 31st March, 2024 31st March, 2023
Trade receivables 49.50 43.60 10.00
Less: Provision for Expected Credit Loss (ECL) - - -
Total 49.50 43.60 10.00
Outstanding for following periods from due date of payment
Trade Receivable ageing Schedule Not Due Les Ms o T nh tha sn 6 6 Months - 1 Year 1-2 Years 2-3 Years More than 3 Years Total
As at 31st March, 2025
i) Undisputed - considered good - 47.59 0.75 0 .60 0 .01 0 .54 4 9.50
ii) Undisputed - considered doubtful - - - - - - -
iii) Disputed - considered good - - - - - - -
iv) Disputed - considered doubtful - - - - - - -
Outstanding for following periods from due date of payment
Not Due Les Ms o T nh tha sn 6 6 Months - 1 Year 1-2 Years 2-3 Years More than 3 Years Total
As at 31st March, 2024
i) Undisputed - considered good - 4 3.05 0.01 0 .01 0 .54 - 4 3.60
ii) Undisputed - considered doubtful - - - - - - -
iii) Disputed - considered good - - - - - - -
iv) Disputed - considered doubtful - - - - - - -
339Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement (Rs. In Millions)
Outstanding for following periods from due date of payment
Not Due Les Ms o T nh tha sn 6 6 Months - 1 Year 1-2 Years 2-3 Years More than 3 Years Total
As at 31st March, 2023
i) Undisputed - considered good - 9 .46 0.01 0 .54 - - 1 0.00
ii) Undisputed - considered doubtful - - - - - - -
iii) Disputed - considered good - - - - - - -
iv) Disputed - considered doubtful - - - - - - -
10Cash and Cash Equivalents As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Balances with banks
In current accounts 47.77 7.61 0.45
Cash on hand 2 .40 1.20 0.84
Total 50.17 8.81 1.29
11Current Financial Assets - Loans As at As at As at
(Unsecured, considered good) 31st March, 2025 31st March, 2024 31st March, 2023
Loans & Advances to employees 5 .72 3.03 0.11
Loans & Advances to Related Parties 10.53 18.08 18.70
Loans & Advances to Othes 78.94 59.92 1.40
Total 95.19 81.03 20.21
Note:
The Loans & advances to Employee are given for the purpose of reimbursement to the extent of expenses paid by them on behalf of the company.
12Other Current Assets As at As at As at
(Unsecured, considered good) 31st March, 2025 31st March, 2024 31st March, 2023
Advance to Supplier 77.07 49.65 14.12
Balances with Government authorities 32.39 16.70 2.87
Interest Receivables - 0.00 -
Prepaid Exps. 0 .10 - -
Total 109.56 66.35 16.99
13Share Capital As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Authorised
10,000 Equity shares of Rs 10/- Each 0 .10 - -
Total authorised Share Capital 0.10 - -
Issued, Subscribed and Paid-Up
10,000 Equity Shares Equity Shares of Rs 10/- Each 0 .10 - -
Total Issued, subscribed and fully paid up Share Capital 0.10 - -
a. Reconciliation of the Authorised share capital outstanding at the beginning and at the end of the reporting year :
Equity Shares As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2023
No. of Shares (Rs. In Millions) No. of Shares (Rs. In Millions) No. of Shares (Rs. In Millions)
At the beginning of the Year - - - - - -
Add : Addition during the year 1 0,000 0.10 - - - -
Outstanding at the end of the year 1 0,000 0.10 - - - -
b. Reconciliation of the Issued, Subscribed and Paid-Up share capital outstanding at the beginning and at the end of the reporting year :
Equity Shares As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2023
No. of Shares (Rs. In Millions) No. of Shares (Rs. In Millions) No. of Shares (Rs. In Millions)
At the beginning of the Year - - - - - -
Add : Addition during the year 1 0,000 0.10 - - - -
Outstanding at the end of the year 1 0,000 0.10 - - - -
c. Terms/rights attached to equity shares :
TheCompanyhasonlyoneclassofequityshareshavingparvalueofRs.10pershare.Eachholderofequitysharesisentitledtoonevotepershare.IntheeventofliquidationoftheCompanytheholdersoftheequityshareswillbeentitledtoreceiveremaining
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.
TheCompanywasoriginallyformedandregisteredasapartnershipfirmandthereafterconvertedfromapartnershipfirmtoaprivatelimitedcompanywiththenameofDeonEnergyPrivateLimitedandthereafterconvertedfromaprivatelimitedtoapubliclimited
companywiththenameofDeonEnergyLimitedandreceivedafreshcertificateofincorporationfromtheRegistrarofCompanies,Ahmedabadon11thApril,2024.Hence,detailsofsharecapitalandno.ofsharespertainingtotheperiodbefore11th April,
2024 can't be given.
d. Details of shareholders holding more than 5% shares in the Company As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2023
No. Shares % hol cd li an sg s in the No. Shares % hol cd li an sg s in the No. Shares % hol cd li an sg s in the
Equity shares of Rs. 10 each fully paid
Archanaben Chiragbhai Kalariya 3,750 37.50% - 0.00% - 0.00%
Bhargav Chaturbhai Kavar 2,500 25.00% - 0.00% - 0.00%
Dharmeshbhai Ashokbhai Makadiya 3,750 37.50% - 0.00% - 0.00%
1 0,000 100.00% - 0.00% - 0.00%
e. Details of Shares held by Promoters
As at 31st March, 2025 As at 31st March, 2024 As at 31st March, 2023
No. Shares % hol cd li an sg s in the No. Shares % hol cd li an sg s in the No. Shares % hol cd li an sg s in the
% change % change % change
Equity shares of Rs. 10 each fully paid
Archanaben Chiragbhai Kalariya 3,750 37.50% - 0.00% - 0.00%
37.50% 0.00% 0.00%
Bhargav Chaturbhai Kavar 2,500 25.00% - 0.00% - 0.00%
25.00% 0.00% 0.00%
Dharmeshbhai Ashokbhai Makadiya 3,750 37.50% - 0.00% - 0.00%
37.50% 0.00% 0.00%
1 0,000 100.00% - 0.00% - 0.00%
14Partners Capital 31st M A as r ca ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
Partners Capital - 3.25 8.31
Total Partner's Capital - 3.25 8.31
a. Reconciliation of Partner's Capital at the beginning and at the end of the reporting year : As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
At the beginning of the Year 3 .25 8.31 -
Addition/ (Withdrawal) to Unsecured Loan during the year (3.25) ( 5.06) 8.31
Closing Balance of Partner's Capital - 3.25 8.31
Note:
Opening Balance available in Partner's Capital on 10th April, 2024 is transferred to Unsecured loan given to Director
340Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement (Rs. In Millions)
15Other Equity As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
a. Securities Premium Account
Opening Balance - - -
Add: Addition on account of issue of Bonus shares during the year - - -
Closing Balance - - -
b. Retained Earnings
Opening Balance 29.01 1.75 6.98
Add : Profit for the year 261.58 29.93 2.22
Add/(Less): Adjustment in Value of Fixed Asset (0.85) ( 0.84) ( 0.52)
Add/ (Less): Adjustment for Gratuity (0.72) ( 0.86) ( 0.22)
Less : Adjustment for Deferred Tax 0 .54 0.54 0.24
Add: Adjustment for OCI 0 .26 0.25 0.03
Less : Profit of Partnership Firm Distributed among Partners ( 34.17) ( 1.75) ( 6.98)
Less : Adjustment for Income Tax Related to OCI (0.03) ( 0.01) -
Closing Balance 255.63 29.01 1.75
c. Other Comprehensive Income
Opening Balance (0.16) ( 0.02) -
Items that will be reclassified to Profit or Loss - - -
Items that will not be reclassified to Profit or Loss (0.14) ( 0.14) ( 0.02)
Closing Balance ( 0.30) ( 0.16) ( 0.02)
Total 255.33 28.85 1.73
Nature and Purpose of Reserves
Securities Premium
Securities premium is used to record the premium on issue of shares. The reserve can be utilized only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
Other comprehensive income
Other comprehensive income comprises actuarial gains and losses on defined benefit obligation and change in fair value of investment.
16Non Current Financial Liabilities - Borrowings
As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Secured
Vehicle Loan from Bank - 1.37 2.38
- 1.37 2.38
Unsecured
From Directors/Relative's of Director 39.45 4.84 0.13
39.45 4.84 0.13
Total 39.45 6.21 2.51
Notes:
For Secured Non Current Borrowings :
Sr.No. Lender's name sanctD ioa nt e le o ttf e r(s) IR na tete r eo sf t (Rss .a A in nm c t Mo iou ilnn liet o d n s) (Rs. E IM n I I NR) T (o int a Ml oT nen thu sr )e Type of Loan asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 5 asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 4 asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 3
1 HDFC BANK 28/09/2020 7.80% 1 .86 3 7,530.00 60 Vehicle Loan (Harrier Car) - 0 .67 1 .05
2 HDFC BANK 21/02/2022 7.10% 2 .51 4 9,780.00 60 Vehicle Loan (Innova Car) - 1 .61 2 .07
3 HDFC BANK 18/09/2021 7.65% 0 .54 1 7,146.00 36 Vehicle Loan (Eeco Car) - 0 .10 0 .29
For Unsecured Non Current Borrowings :
All the above loans are unsecured in nature and are repayable on demand unless otherwise stated & Loans are Interest Free Loan
17Non Current Provisions As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Provision for Employee benefits
Provision for Gratuity (Refer Note - 36) 1 .56 0.60 0.19
Total 1.56 0.60 0.19
18Current Financial Liabilities - Borrowings As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Secured Borrowings
Current maturities of Non Current borrowings - 1.01 1.04
Total - 1.01 1.04
Notes:
For Current maturities of Non Current borrowings :
Sr.No. Lender's name sanctD ioa nt e le o ttf e r(s) IR na tete r eo sf t (Rss .a A in nm c t Mo iou ilnn liet o d n s) (Rs. E IM n I I NR) T (o int a Ml oT nen thu sr )e Type of Loan asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 5 asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 4 asA m ofo 3u 1n st to Mut as rt ca hn , d 2i 0n 2g 3
1 HDFC BANK 28/09/2020 7.80% 1 .86 3 7,530.00 60 Vehicle Loan (Harrier Car) - 0 .67 1 .05
2 HDFC BANK 21/02/2022 7.10% 2 .51 4 9,780.00 60 Vehicle Loan (Innova Car) - 1 .61 2 .07
3 HDFC BANK 18/09/2021 7.65% 0 .54 1 7,146.00 36 Vehicle Loan (Eeco Car) - 0 .10 0 .29
19Trade Payables As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
- Total outstanding dues of micro enterprises and small enterprises 27.50 18.20 7.45
- Total outstanding dues of creditors other than micro enterprises and small enterprises 1 .79 8.30 3.71
Total 29.29 26.50 11.16
Trade Payable ageing Schedule
Outstanding for following Periods from due date of payment
As at 31st March, 2025 Less Than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) MSME 27.50 - - - 27.50
ii) Others 1.79 - - - 1.79
iii) Disputed - MSME - - - - -
iv) Disputed - Others - - - - -
Outstanding for following Periods from due date of payment
As at 31st March, 2024 Less Than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) MSME 18.20 - - - 18.20
ii) Others 8.25 0 .05 - - 8.30
iii) Disputed - MSME - - - - -
iv) Disputed - Others - - - - -
Outstanding for following Periods from due date of payment
As at 31st March, 2023 Less Than 1 Year 1-2 Years 2-3 Years More than 3 Years Total
i) MSME 6.91 0 .54 - - 7.45
ii) Others 3.71 - - - 3.71
iii) Disputed - MSME - - - - -
iv) Disputed - Others - - - - -
341Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement (Rs. In Millions)
Disclosure related to MSME 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023 31st M A as r ca ht , 2022
Principal amount owed 27.50 18.19 7.45
Interest due on the unpaid principal amount - - -
Interest paid by the buyer for delayed payments - - -
Accrued interest remaining unpaid at the end of the year - - -
Any further interest due and payable in the following years - - -
20Current Provisions As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Provision for Employee Benefits 0 .76 0.97 0.29
Provision for Grauity (Refer Note - 36) 0 .04 0.02 0.00
Provision for Expenses 1 .58 9.61 -
Total 2.38 10.60 0.30
21Current Tax Liabilities As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Current Tax Liabilities 86.51 16.25 1.45
Total 86.51 16.25 1.45
22Other Current Liabilities As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Statutory Dues 1 .34 0.89 2.58
Advance from Customers 207.11 247.57 65.23
Liability for Expenses - 3.24 0.00
Total 208.45 251.70 67.81
23Revenue from Operations For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Domestic Sales 2,981.49 665.80 384.89
Sale of Traded Goods 6 .53 18.46 33.47
Total 2,988.02 684.26 418.36
24Other Income Fo 3r 1 t sh t e M p ae rr ci ho ,d 2 e 0n 2d 5e d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 4d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 3d
Interest Income - 0.05 0.01
Other Income 0 .01 0.00 -
Total 0.01 0.05 0.01
25Cost of materials consumed Fo 3r 1 t sh t e M p ae rr ci ho ,d 2 e 0n 2d 5e d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 4d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 3d
Opening Stock of Raw Material 25.17 7.57 23.05
Add : Purchases 2,565.32 665.64 278.24
Add : Site Expenses 101.74 13.43 40.70
Add : Direct Cost 10.21 4.08 4.93
Less: Closing Stock of Raw Material 56.95 25.17 7.57
2,645.51 665.55 339.35
26Changes in Inventories of Work in Progress & Stores & Spares Fo 3r 1 t sh t e M p ae rr ci ho ,d 2 e 0n 2d 5e d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 4d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 3d
Inventories at the beginning of the year:
-Stock in Hand:
Work in Progress 88.09 26.51 80.68
Stores & Spares 12.58 3.79 11.53
100.67 30.30 92.21
Inventories at the end of the year:
-Stock in Hand:
Work in Progress 199.34 88.09 26.51
Stores & Spares 28.48 12.58 3.79
227.82 100.67 30.30
Total ( 127.14) ( 70.37) 61.91
27 Employee Benefit Expenses For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Salary, Wages & Bonus 22.47 7.84 4.01
Remuneration to Directors/Partners 2 .40 1.60 0.96
Contribution to Provident and Other Funds 1 .75 0.18 0.02
Gratuity Expenses 0 .77 0.21 0.09
Staff Welfare Expenses 0 .70 1.71 0.06
Total 28.09 11.54 5.14
28 Finance costs For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Interest on Bank Loans 0 .14 0.22 0.31
Interest on TDS 0 .03 0.01 0.01
Interest on GST - 0.01 -
Total 0.16 0.24 0.32
29Depreciation and amortisation expenses For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Depreciation of property, plant and equipment 4 .35 1.97 2.03
Total 4.35 1.97 2.03
342Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement (Rs. In Millions)
30Other Expenses Fo 3r 1 t sh t e M p ae rr ci ho ,d 2 e 0n 2d 5e d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 4d F 3o 1r s t th Me a y re ca hr , 2en 0d 2e 3d
Advertisement & Publicity 1 .52 1.31 -
Audit Fees 0 .15 0.07 0.04
Bank Charges 0 .02 0.02 0.09
Commission on Sales 8 .35 0.70 -
Office Expenses 0 .02 1.38 1.61
Power & Fuel Expenses 0 .29 0.02 0.03
Freight Expenses 5 .79 1.03 0.94
Installation Expenses 27.56 10.05 -
Factory Expenses 0 .89 - -
Non Agriculture Certification Fees 2 .60 - -
Insurance Expenses 1 .19 0.22 0.18
Legal & Professional 4 .91 1.05 0.04
Donations 0 .16 0.11 0.62
Rent Expense 5 .53 0.74 0.30
Repairs & Maintenance 5 .43 0.91 0.03
Security Expenses 7 .59 0.36 -
Telephone & Internet Cost 1 .41 0.23 0.01
Tender Fees 3 .43 1.31 -
Travelling & Conveyance Expenses 2 .68 1.86 1.92
Vehicle Expenses 4 .38 2.25 0.37
Warehousing Expenses - 0.42 -
Misc. Expenses 3 .50 5.46 0.08
Loss from Associates 0 .01 - -
Total 87.42 29.50 6.26
Details of Payment made to auditor is as follows: For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Payment to auditor
Audit Fees 0 .15 0.07 0.04
Other Services - - -
0.15 0.07 0.04
31Other Comprehensive income For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
1. Items that will be reclassified to profit or loss
Remeasurement of losses/ gains on defined benefit plans/ Gratuity - - -
Income tax relating to items that will be reclassified to profit or loss - - -
- - -
2. Items that will not be reclassified to profit or loss
Remeasurement of losses/ gains on defined benefit plans/ Gratuity (0.17) ( 0.21) ( 0.03)
Income tax relating to items that will not be reclassified to profit or loss 0 .03 0.07 0.01
( 0.14) ( 0.14) ( 0.02)
Total Other Comprehensive Income ( 0.14) ( 0.14) ( 0.02)
32Income Tax Note For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Income Tax Expenses
Current Tax :
Current Income Tax 88.75 16.25 1.45
(0.71) ( 0.30) ( 0.31)
8 8.05 1 5.95 1 .14
Accounting profit / (loss) before tax 349.63 45.88 3.36
Income tax using the company's domestic tax rate @ 25.168% 25.17% 31.20% 31.20%
Income tax on above rate 88.00 14.32 1.05
Tax Effect of :
- Non deductible Expenses - - -
- Tax Incentives and concessions - - -
i) Depreciation allowable on assets (difference between Income tax act and Companies act) (0.31) 1.64 0.39
ii) Provisions disallowed (0.21) 0.21 -
iii) Tax Impact of Gratuity Expenses in OCI 0 .03 0.07 0.01
iv) Deferred tax recognised due to conversion - ( 0.30) ( 0.31)
Tax provisions :
Current tax for the year 88.75 16.25 1.45
Change in recognized deductible temporary differences (0.71) ( 0.30) ( 0.31)
Income tax recognized in statement of profit and loss at effective rate Total 87.51 1 5.95 1 .14
33Earning Per Share For the period ended For the year ended For the year ended
31st March, 2025 31st March, 2024 31st March, 2023
Profit attributable to Equity Shareholders (Rs. In Millions) 261.58 29.93 2.22
Restated Number of Equity Shares, outstanding during the year for basic EPS Nos. 10,000 - -
Face value of each equity share Rs. Per Share 10.00 - -
Restated Earnings per share
Basic Earnings (Rs./Share) 26,158.40 - -
Diluted Earnings (Rs./Share) 26,158.40 - -
343Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
34 Contingent liabilities and commitments : As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
(i) Contingent liabilities : - - -
(ii) Commitments :
E anst dim na ot te pd r oa vm ido eu dn t f oo rf contracts remaining to be executed on capital account - - -
- - -
35 Capital Management
TheCompany’sobjectiveswhenmanagingcapitalistosafeguardcontinuityandhealthycapitalratiosinordertosupportitsbusinessandprovideadequatereturntoshareholdersthroughcontinuinggrowth.
The Company’s overall strategy remains unchanged from previous year.
The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments.
Thefundingrequirementsaremetthroughamixtureofequity,internalfundgeneration,borrowings.TheCompany’spolicyistouseborrowingstomeetanticipatedfundingrequirements.TheCompany
monitors capital on the basis of the net debt to equity ratio.
No changes were made in the objectives, policies or processes for managing capital during the years ended as at 31st March, 2023, as at 31st March, 2024 and as at 31st March, 2025.
(Rs. In Millions)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Borrowings 3 9.45 7 .22 3.54
Less: Cash and Cash Equivalent 5 0.17 8 .81 1.29
Net Debt (a) ( 10.72) (1.59) 2 .26
Equity 0 .10 - -
Partner's Capital - 3 .25 8.31
Other Equity 255.33 28.85 1.73
Total Capital (b) 255.43 32.10 1 0.04
Capital and net debt (c=a+b) 244.70 30.51 1 2.30
Gearing ratio (a/c) ( 0.04) (0.05) 0 .18
36 As per Indian Accounting standard Ind AS 19 "Employee Benefits", the disclosure as defined in the accounting standard are given below.
(a) Defined Benefit Plan
The Company operates a defined benefit plan (the Gratuity plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of
employment, of an amount based on the respective employee’s salary and the tenure of employment.
The status of gratuity plan as required under IND AS-19 "Employee Benefits":
(Rs. In Millions)
Particulars 31st M A ars c a ht , 2025 31st M A as r ca ht , 2024 31st M A as r ca ht , 2023
i. Reconciliation of Opening and Closing Balances of defined benefit obligation
Opening Defined Benefit Obligation 0 .62 0 .19 0.07
Transfer in/(out) obligation -
Current Service Cost 0 .73 0 .20 0.08
Interest Cost 0 .04 0 .01 0.01
Components of actuarial gain/losses on obligations: - - -
- Change in demographic assumptions - - -
- Change in financials assumptions 0 .09 0 .03 ( 0.02)
- Experience variance (i.e Actual experience vs assumptions) 0 .13 0 .19 0.05
Liability Transferred in - - -
Benefits paid - - -
Net Actuarial loss / (gain) Recognised - - -
Present Value of Defined Benefit Obligations at the end of the Year 1.60 0.62 0.19
ii. Reconciliation of Opening and Closing Balances of the Fair value of Plan assets
Fair Value of Plan assets at the beginning of the Year - - -
Expected return on plan assets - - -
Contributions - - -
Benefits paid - - -
Actuarial gain/(loss) on plan assets - - -
Fair Value of Plan assets at the end of the Year - - -
iii. Reconciliation of the Present value of defined benefit obligation and Fair value of plan assets
Present Value of Defined Benefit Obligations at the end of the year 1 .60 0 .62 0.19
Fair Value of Plan assets at the end of the Year - - -
Net Asset / (Liability) recognized in balance sheet as at the end of the year ( 1.60) (0.62) (0.19)
iv. Expense recognised in restated profit & loss
Current service cost 0 .73 0 .20 0.08
Interest cost 0 .04 0 .01 0.01
Expected return on plan assets - - -
Actuarial Gain / (Loss) - - -
Net Gratuity cost recognised in the statement of Profit and Loss 0.77 0.21 0 .09
344Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
v. Other Comprehensive Income
Actuarial (gains) / losses
- Change in demographic assumptions - - -
- Change in financial assumptions 0 .09 0 .03 ( 0.02)
- Experience variance (i.e. Actual experiences assumptions) 0 .13 0 .19 0.05
Components of defined benefit costs recognised in other comprehensive income 0.21 0.21 0 .03
vi. Current and Non-Current Liability
Current Liability 0 .04 0 .02 0.00
Non-Current Liability 1 .56 0 .60 0.19
Net Liability/(Asset) Recognized in the Balance Sheet 1.60 0.62 0.19
vii. Actuarial Assumptions
Discount Rate (per annum) 6.75% 7.10% 7.40%
Salary Growth Rate (per annum) 6.00% 6.00% 6.00%
Retirement Age 60 Yrs. 60 Yrs. 60 Yrs.
Attrition Rate 5% to 1% 5% to 1% 5% to 1%
Mortality Rate During Employment - Indian Assured Lives Mortality (2012-14) Ultimate
viii. Sensitivity Analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based
on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The results of sensitivity analysis is given below:
Particulars Decrease Increase Decrease Increase
2.12 1 .78 2 .79 2.24
Discount Rate (- / + 1 %) 9.30% -8.10% 11.80% -10.10%
(% change compared to base due to sensitivity)
1.79 2.11 2 .25 2.79
Salary Growth Rate (- / + 0.50 %) -7.90% 8.90% -10.10% 11.50%
(% change compared to base due to sensitivity)
2.19 1 .78 2 .60 2.41
Withdrawal rate (W.R.) Sensitivity ( x 110% / x 90%) 13.10% -8.00% 4.20% -3.30%
(% change compared to base due to sensitivity)
1.94 1 .94 2 .50 2.50
viii. Asset Liability Matching Strategies
The Scheme is managed on unfunded basis
ix. Effect of Plan on Entity's Future Cash Flows
a) Funding arrangements and Funding Policy
The Scheme is managed on unfunded basis
b) Expected Contribution during the next annual reporting period
The Company's best estimate of Contribution during the next year is Nil
c) Maturity Profile of Defined Benefit Obligation
Weighted average duration (based on discounted cash flows) - 6.34 Years
Expected cash flows over the next (valued on undiscounted basis): (Rs. In Millions) %
1 year 1.07 4.40%
2 year 1.07 5.40%
3 year 1.65 6.70%
4 year 1.87 7.60%
5 year 1.81 7.30%
Year 6 to Year 10 Cashflow 6.74 27.30%
The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of the obligations.
The expected contributions for Defined Benefit Plan for the next financial year will be in line with FY 2023-24.
The actuarial liability for leave encashment and compensated absences (including Sick Leave) as at the year ended is Nil
37 Segment Reporting
TheCompanyisprimarilyengagedinthebusinessofdevelopmentofcommercialsolarpowersystemsandtheexecutionofengineeringprojectservicesinvolvingErection,Installation,Commissioningand
Operations&MaintenancehencetherearenoseparatereportablesegmentsasperIndAS108.TherearenomaterialindividualmarketsoutsideIndiaandhencethesameisnotdisclosedforgeographical
segments for the segment revenues or results or assets.
345Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
38 Financial Instruments - Fair value measurement
The carrying value of financial instruments by categories as on 31st March, 2025:
(Rs. In Millions)
Fair Value
Particulars through Other Fair Value through Amortised Cost Total
Comprehensive Profit or Loss
Income
Financial Assets
Investments - - 0.01 0.01
Trade Receivables - - 4 9.50 4 9.50
Cash and Cash Equivalents - - 5 0.17 5 0.17
Other Balances with Bank - - - -
Loans - - 9 5.19 9 5.19
Other Financial Assets - - 1.42 1.42
Total - - 196.29 196.29
Financial Liabilities
Borrowings (Including current maturities) - - 3 9.45 3 9.45
Trade Payables - - 2 9.28 2 9.28
Other Financial Liabilities - - - -
Total - - 68.73 68.73
The carrying value of financial instruments by categories as on 31st March 2024:
(Rs. In Millions)
Fair Value
Particulars through Other Fair Value through Amortised Cost Total
Comprehensive Profit or Loss
Income
Financial Assets
Investments - - - -
Trade Receivables - - 4 3.60 4 3.60
Cash and Cash Equivalents - - 8.81 8.81
Other Balances with Bank - - - -
Loans - - 8 1.03 8 1.03
Other Financial Assets - - 1.06 1.06
Total - - 134.51 134.51
Financial Liabilities
Borrowings (Including current maturities) - - 7.22 7.22
Trade Payables - - 2 6.50 2 6.50
Other Financial Liabilities - - - -
Total - - 33.73 33.73
The carrying value of financial instruments by categories as on 31st March 2023:
(Rs. In Millions)
Fair Value
Particulars through Other Fair Value through Amortised Cost Total
Comprehensive Profit or Loss
Income
Financial Assets
Investments - - - -
Trade Receivables - - 1 0.00 1 0.00
Cash and Cash Equivalents - - 1.29 1.29
Other Balances with Bank - - - -
Loans - - 2 0.21 2 0.21
Other Financial Assets - - 2.11 2.11
Total - - 33.61 33.61
Financial Liabilities
Borrowings (Including current maturities) - - 3.54 3.54
Trade Payables - - 1 1.17 1 1.17
Other Financial Liabilities - - - -
Total - - 14.71 14.71
346Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
39 Fair Value hierarchy
(Rs. In Millions)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Level 3 Level 3 Level 3
Assets
Investments 0 .01 - -
Total 0.01 - -
Themanagementassessedthatthefairvalueofcashandcashequivalent,tradereceivables,tradepayables,andothercurrentfinancialassetsandliabilities
approximate their carrying amounts largely due to the short term maturities of these instruments.
Thefairvaluesforsecuritydepositsandotherfinancialassetswerecalculatedbasedoncashflowsdiscountedusingacurrentlendingrate.Theyareclassified
as level 3 fair values in the Fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
Thefairvaluesofnoncurrentborrowingsarebasedondiscountedcashflowsusingacurrentborrowingrate.Theyareclassifiedaslevel3fairvaluesinthe
fair value hierarchy due to the use of unobservable inputs, including own credit risk.
Measurement of Fair Value
Thissectionexplainsthejudgementsandestimatesmadeindeterminingthefairvaluesofthefinancialinstrumentsthatarerecognisedandmeasureatfair
value.Toprovideanindicationaboutthereliabilityoftheinputsusedindetermingfairvalue,thecompanyhasclassifieditsfinancialinstrumentsintothree
levels prescribed under the accounting standard. An explanation of each level follows below:
Level1-Level1hierarchyincludesfinancialinstrumentsmeasuredusingquotedprices.Thisincludeslistedequityinstruments,tradedbonds,andmutual
fundsthathavequotedprices.Thefairvalueofallequityinstruments(includingbonds)whicharetradedinthestockexchangesisvaluedusingtheclosing
price as of the reporting period. The mutual funds are valued using the closing NAV.
Level 2-Thefairvalueoffinancial instrumentsthatarenottradedinanactivemarket(forexample,traded bonds,over-the-counter derivatives)is
determinedusingvaluationtechniquesthatmaximizetheuseofobservablemarketdataandrelyaslittleaspossibleonentity-specificestimates.Ifall
significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level3-Ifoneormoreofthesignificantinputsarenotbasedonobservablemarketdata,theinstrumentisincludedinlevel3.Thisisthecaseforunlisted
equity shares, contingent consideration, and indemnification assets included in level 3.
Determination of fair values
Fair values of financial assets and liabilities have been determined for measurement and/or disclosure purposes based on the following methods. When
applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
i) The fair value of mutual funds are based on price quotations at reporting date.
ii) The fair values of other current financial assets and financial liabilities are considered to be equivalent to their carrying values.
iii) The fair values of borrowings at fixed rates are considered to be equivalent to present value of the future contracted cashflows discounted at the current
market
40 Financial Risk objective and policies
TheCompany'sprincipalfinancialliabilitiescompriseborrowings,tradeandotherpayables,Themainpurposeofthesefinancialliabilitiesistofinancethe
Company'soperations/projects.TheCompany'sprincipalfinancialassetsincludeloans,tradeandotherreceivables,andcashandcashequivalentsthatderive
directly from its operations.
Intheordinarycourseofbusiness,theCompanyismainlyexposedtorisksresultingfromexchangeratefluctuation(currencyrisk),interestratemovements
(interestraterisk)collectivelyreferredasMarketRisk,CreditRisk,LiquidityRiskandotherpriceriskssuchasequitypricerisk.TheCompany'ssenior
management oversees the management of these risks.
(a) Credit risk
Creditriskreferstotheriskthatacounterpartywilldefaultonitscontractualobligationsresultinginalosstothecompany. TheCompanyhasadoptedthe
policyofonlydealingwithcreditworthycounterpartiesasameansofmitigatingtheriskoffinanciallossesfromdefault,andgenerallydoesnotobtainany
collateral or other security on trade receivables.
The carrying amount of financial assets recorded in the financial statements represents the Company’s maximum exposure to credit risk.
Cash are held with creditworthy financial institutions.
347Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
Trade receivables
ThecustomercreditriskismanagedbytheGroup’sestablishedpolicy,proceduresandcontrolrelatingtocustomercreditriskmanagement.Creditqualityofa
customerisassessedbasedontheindividualcreditlimitsasdefinedinaccordancewiththisassessmentandoutstandingcustomerreceivablesareregularly
monitored.TheGroup’sreceivablesturnoverisquickandhistorically,therewasnosignificantdefaultsonaccountofthosecustomerinthepast.IndAS
requiresanentitytorecogniseinprofitorloss,theamountofexpectedcreditlosses(orreversal)thatisrequiredtoadjustthelossallowanceatthereporting
datetotheamountthatisrequiredtoberecognisedinaccordancewithIndAS109.TheGroupassessesateachdateofstatementsoffinancialposition
whetherafinancialassetoragroupoffinancialassetsisimpaired.Expectedcreditlossesaremeasuredatanamountequaltothe12monthexpectedcredit
lossesoratanamountequaltothelifetimeexpectedcreditlossesifthecreditriskonthefinancialassethasincreasedsignificantlysinceinitialrecognition.
TheGrouphasusedapracticalexpedientbycomputingtheexpectedcreditlossallowancefortradereceivablesbasedonaprovisionmatrix.Theprovision
matrix takes into account historical credit loss experience and adjusted for forward-looking information.
The movement in allowance for impairment in respect of investment is as follows:
As at As at As at
Particulars 31st March, 2025 31st March, 2024 31st March, 2023
Opening balance - - -
Impairment loss recognised during the period/ year - - -
Less: Impairment loss reversed during the period/ year - - -
Closing balance - - -
(b) Liquidity risk
TheCompanymonitorsitsriskofshortageoffundsusingcashflowforecastingmodels.Thesemodelsconsiderthematurityofitsfinancialinvestments,
committedfundingandprojectedcashflowsfromoperations.TheCompany’sobjectiveistoprovidefinancialresourcestomeetitsbusinessobjectivesina
timely,costeffectiveandreliablemannerandtomanageitscapitalstructure. Abalancebetweencontinuityoffundingandflexibilityismaintainedthrough
the use of various types of borrowings.
Thetablebelowanalysisderivativeandnon-derivativefinancialliabilitiesoftheCompanyintorelevantmaturitygroupingsbasedontheremainingperiodfrom
the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows.
(Rs. In Millions)
As at 31st March, 2025 Less than 1 year 1-5 years More than 5 years Total
Borrowings (Including current maturities) - 3 9.45 - 39.45
Trade Payables 29.28 - - 29.28
Other Financial Liabilities - - - -
(Rs. In Millions)
As at 31st March, 2024 Less than 1 year 1-5 years More than 5 years Total
Borrowings (Including current maturities) 1 .01 6 .21 - 7.22
Trade Payables 26.50 - - 26.50
Other Financial Liabilities - - - -
(Rs. In Millions)
As at 31st March, 2023 Less than 1 year 1-5 years More than 5 years Total
Borrowings (Including current maturities) 1 .04 2 .51 - 3.54
Trade Payables 11.17 - - 11.17
Other Financial Liabilities - - - -
348Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
(c) Market risk
Marketriskistheriskthatchangesinmarketprices,suchasforeignexchangerates,interestratesandequityprices,whichwillaffecttheGroup’sincomeor
thevalueofitsholdingsoffinancialinstruments.Theobjectiveofmarketriskmanagementistomanageandcontrolmarketriskexposureswithinacceptable
parameters.
Currency risk
TheGroup'sfunctionallycurrencyisIndianrupees₹.TheGroupundertakeshaspurchasedsomeplantandmachineryinforeigncurrency.Adversemovements
intheexchangeratebetweentheRupeeandanyrelevantforeigncurrencyresult'sintheGroup'soveralldebtpositioninrupeetermswithouttheGroup
having incurred additional debt and favorable movements in the exchange rates will conversely result in reduction in the Group's
receivables in foreign currency.
Interest rate risk
Thecompanyisexposedtochangesinmarketinterestratesduetofinancing,investingandcashmanagementactivities.TheCompany’sexposuretotherisk
ofchangesinmarketinterestratesrelatesprimarilytoTheCompany’slong-termdebtobligationswithfloatinginterestratesandperiodofborrowings.The
Companymanagesitsinterestrateriskbyhavingabalancedportfoliooffixedandvariablerateloansandborrowings.TheCompanyentersintointerestrate
swap contracts or interest rate future contracts to manage its exposure to changes in the underlying benchmark interest rates.
Interest rate sensitivity
Thesensitivityanalysisbelowhavebeendeterminedbasedontheexposuretointerestratesattheendofthereportingperiod.Forfloatingrateliabilities,the
analysisispreparedassumingtheamountoftheliabilityoutstandingattheendofthereportingperiodwasoutstandingforthewholeyear.A50basispoint
increase or decrease represents management's assessment of the reasonably possible change in interest rates.
(Rs. In Millions)
Particulars As at As at As at
31st March, 2025 31st March, 2024 31st March, 2023
Variable-rate instruments
Financial liabilities - - -
Fixed rate borrowings - - -
Floating rate borrowings - - -
Total borrowings - - -
Cash flow sensitivity analysis for variable-rate instruments Profit / (Loss)
A reasonably possible change of 100 basis points in interest rates at
the reporting date would have increased /(decreased) profit /loss by 1% increase 1% decrease
the amounts as under.
Floating rate borrowings as at 31st March, 2025 - -
Floating rate borrowings as at 31st March, 2024 - -
Floating rate borrowings as at 31st March, 2023 - -
(d) Foreign currency exchange rate risk
Thefluctuationinforeigncurrencyexchangeratesmayhavepotentialimpactonthestatementofprofitorlossandothercomprehensiveincomeandequity,
whereanytransactionreferencesmorethanonecurrencyorwhereassets/liabilitiesaredenominatedinacurrencyotherthanthefunctionalcurrencyofthe
respectiveentities.Considering thecountries andeconomic environmentinwhichthe Groupoperates, itsoperations aresubject torisks arisingfrom
fluctuationsinexchangeratesinthosecountries.TherisksprimarilyrelatetofluctuationsinUSDollaragainstthefunctionalcurrenciesoftheGroup.The
Group,asperitsriskmanagementpolicy,usesderivativeinstrumentsprimarilytohedgeforeignexchange.TheGroupevaluatestheimpactofforeign
exchangeratefluctuationsbyassessingitsexposuretoexchangeraterisks.Ithedgesapartoftheserisksbyusingderivativefinancialinstrumentsinline
with its risk management policies. The information on derivative instruments is as follows:
a) Forward contract (Derivatives):
The company had not entered in to any Forward contract during the reporting period.
b) Details of Unhedged Foreign Currency Exposure:
The Company doesn't have any unhedged Foreign Currency Exposure during the reporting period.
349Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
41 Ratio Analysis
Period % change in Ratio
Sr. Financial Ratios Particulars Numerator / Denominator taken As at As at As at March 2024 to March 2023 to
31st March, 2025 31st March, 2024 31st March, 2023 March 2025 March 2024
1 Current Ratio (CA/CL) Ratio 1.80 1.06 1.06 69.54% 0.73%
Numerator a. Current Assets 589.19 325.63 86.36
Denominator a. Current Liabilities 326.63 306.06 81.76
2 Debt- Equity Ratio Ratio 0.15 0.23 0.35 -31.38% -36.21%
a. Total Borrowings
Numerator (Including Current Maturities of Long term 39.45 7.22 3.54
borrowing)
Denominator a. Total Equity 255.43 32.10 10.04
3 D Rae tb it o Service Coverage Ratio 2,210.67 38.43 4.22 5652.85% 811.06%
a. Profit before exceptional items, taxes,
Numerator Depreciation and Amortisation Expenses and 354.14 48.09 5.71
Interest Expenses
a. Interest on Loan
Denominator b. Current Maturities of Long term loan 0.16 1.25 1.35
(Installments)
4 Return on Equity Ratio Ratio 181.96% 142.06% 20.65% 28.08% 588.04%
Numerator a. Profit for the year after tax before OCI 261.58 29.93 2.22
Denominator a. Average Total Equity 143.76 21.07 10.75
5 I Rn av te iontory Turnover Ratio 14.52 8.13 5.03 78.54% 61.81%
Numerator a. Revenue from Operations 2,981.49 665.80 384.89
Denominator a. Average Inventories 205.31 81.86 76.57
6 T Tr ua rd ne o vR ee rc Re aiv ta iobles Ratio 64.19 25.53 16.02 151.44% 59.31%
Numerator a. Total Revenue from Customers 2,988.02 684.26 418.36
Denominator a. Average Trade receivables 46.55 26.80 26.11
7 T Tr ua rd ne o vP ea ry Ra ab tle ios Ratio 91.97 35.34 15.47 160.24% 128.38%
Numerator a. Total Purchases 2,565.32 665.64 278.24
Denominator a fr. o A mv e cr ua sg toe m T era r)de payables (including advance 27.89 18.83 17.98
8 N Rae tt i oCapital Turnover Ratio 21.18 56.64 66.56 -62.60% -14.90%
Numerator a. Total Revenue from Customers 2,988.02 684.26 418.36
Denominator a. Average Working Capital 141.06 12.08 6.29
9 N (Pe At TP /r Ro efi vt eR na ut eio ) Ratio 8.75% 4.37% 0.53% 100.13% 724.30%
Numerator a. Profit after Taxes 261.58 29.93 2.22
Denominator a. Total Revenue from Customers 2,988.02 684.26 418.36
10 R emet pu lr on y eo dn Capital Ratio 118.72% 117.28% 27.05% 1.23% 333.52%
Numerator a. Profit before tax and Interest expense 349.79 46.11 3.68
a. Net worth
Denominator b. Total Borrowings 294.63 39.32 13.59
c. Deferred Tax Liabilities/Assets
11 Return on Investment Ratio -45.29% 0.00% 0.00% 0.00% 0.00%
Numerator a. Income From Investment (0.01) - -
Denominator a. Cost of Investment 0.01 - -
350Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
42Related party disclosures :
Nature and Volume of Transaction with Related Parties
As per the Ind AS 24, disclosure of transactions with related parties (As identified by the Management), are given below:
Name of related parties & description of relationship
Directors and Key Management Personnel
Dharmesh Ashokbhai Makadiya Chairman and Managing Director
Chiragbhai Dineshbhai Kalariya Whole Time Director (Appointed w.e.f 18.07.2025)
Archanaben Kalariya Executive Director
Bhargav Chaturbhai Kavar Executive Director and Chief Financial Officer (Appointed as Chief Financial Officer w.e.f 25.07.2025)
Jeeveka Narendra Tharwani Company Secretary and Compliance Officer (Appointed w.e.f 01.09.2025)
Associates
Brightsourse Renewables Energy LLP
Enterprises over which key management personnel is able to exercise significant influence (where transactions have taken place):
Ultrashine Solar Industries Partnership firm of Chiragbhai Dineshbhai Kalariya, Manishbhai D Chaniyara and others
Shree ji Biofuel Partnership Firm of Archanaben Kalariya and Bhargav Chaturbhai Kavar
Shreeji Infra Sole Proprietorship of Chiragbhai Dineshbhai Kavar
M/s. Deon Renewables* Partnership firm of Dharmesh Ashokbhai Makadiya, Archanaben Kalariya and Bhargav Chaturbhai Kavar
Italica Granito Private Limited# D Chir ae tc ut ro br hsh ai ip Hao rf jibB hh aa ir g Ka av vaC rhaturbhaiKavarandInterestofBhargavChaturbhaiKavar,DayabenCKavarand
Relative of Director's / Key Managerial Persons
Dayaben C Kavar Mother of Bhargav Chaturbhai Kavar
Jalpa Bhargav Kavar Wife of Bhargav Chaturbhai Kavar
* Dissolved with effect from December 25, 2024
#Cessation of Directorship of Bhargav Chaturbhai Kavar with effect from December 13, 2024
1.T(cid:9)ransactions with related parties
(Rs. In Millions)
Name of Related Party Relation Nature of Transaction F 3o 1r s tt h Me a y re cha ,r 2e 0n 2d 5e d F 3o 1r s tt h Me a y re cha ,r 2e 0n 2d 4e d F 3o 1r s tt h Me a y re cha ,r 2e 0n 2d 3e d
Directors and Key Management Personnel:
Director's Remuneration 1.20 - -
Partner's Remuneration from M/s. Deon Energy (Erstwhile
Archanaben Kalariya Executive Director P Ea nr et rn ge yr s Ph ri ip v af tir em L iw mh iti ech d g oo nt Ac po rn ilv 1e 1rt ,e 2d 0 i 2n 4to ) our Company, Deon - 0.80 -
Salary - 0.06 0.02
Unsecured Loans Taken 13.03 - -
Partner's Remuneration from M/s. Deon Energy (Erstwhile
Partnership firm which got converted into our Company, Deon - - 0.54
Energy Private Limited on April 11, 2024)
C Kh ali ara rig yb ahai Dineshbhai W 18h .0ol 7e . 2T 0im 25e ) Director (Appointed w.e.f Salary - - 0.03
Unsecured Loans Taken 0.08 4.71 -
Unsecured Loans Repaid - 0.57 -
Expenses Incurred - 0.06 -
Executive Director and Chief Financial Unsecured Loans Taken 9.95 0.70 -
Bhargav Chaturbhai Kavar Officer (Appointed as Chief Financial
Officer w.e.f 25.07.2025) Unsecured Loans Repaid 4.20 - -
Director's Remuneration 1.20 - -
Partner's Remuneration from M/s. Deon Energy (Erstwhile
D Mh aa kr am die ys ah Ashokbhai Chairman and Managing Director P Ea nr et rn ge yr s Ph ri ip v af tir em L iw mh iti ech d g oo nt Ac po rn ilv 1e 1rt ,e 2d 0 i 2n 4to ) our Company, Deon - 0.80 0.54
Unsecured Loans Taken 15.75 - -
Expenses Incurred 4.03 1.31 2.01
Associates:
B Enri eg rh gt ys o Lu Lr Pse Renewables Associate Entity Loan Given 1.00 - -
Relative of Director's / Key Managerial Persons:
Dayaben C Kavar Mother of Bhargav Chaturbhai Kavar Service Taken - 0.80 -
Jalpa Bhargav Kavar Wife of Bhargav Chaturbhai Kavar L Lo oa an n G Reiv ce en ived Back 1 0 - . 0 0 1 . 0 - 0 1 4 . 5 - 0
Enterprises over which key management personnel is able to exercise significant influence (where transactions have taken place):
Partnership firm of Dharmesh Ashokbhai Loan Given - 0.10 -
M/s. Deon Renewables* Makadiya, Archanaben Kalariya and
Bhargav Chaturbhai Kavar Loan Received Back 0.10 - -
Directorship of Bhargav Chaturbhai Kavar
I Lt ia mli ic tea d G #ranito Private a Dn ad y aI bn ete nr e Cs Kt ao vf aB rh aa nrg da Cv h C ah tua rt bu hrb ah i a Hi a K rja iv ba hr a, i Sale of Goods 5.43 2.12 -
Kavar
Shree ji Biofuel P aa nr dt n Be hr as rh gi ap v F i Cr hm a to uf r A bhrc ah i a Kn aa vb ae rn Kalariya Loan Given 0.80 1.70 -
Purchase of Goods - 10.84 6.32
Shreeji Infra S Do inle e sP hr bo hp ari ie Kto ar ls ah rii yp a of Chiragbhai S Loe arv ni c Ge i vT ea nken 0 . -8 5 - 0.24 - -
Loan Received Back - 0.45 -
Purchase of Goods - 0.11 34.68
Ultrashine Solar Industries P K oa ta hr lat en r rie syr as ,h Mip a f nir im sh bo hf aC ih Dir a Cg hb ah na iyi aD ri an e as nh db hai S Loe arv ni c Ge i vT ea nken 0 .- 7 5 0 5. .7 14 9 6 4. .1 23 0
Loan Received Back - 8.61 -
351(Rs. In Millions)
Name of Related Party Relation Nature of Transaction 31st MA as r ca ht , 2025 31st MA as r ca ht , 2024 31st MA as r ca ht , 2023
Directors and Key Management Personnel:
Archanaben Kalariya Executive Director Unsecured Loans Taken 13.03 - -
Chiragbhai Dineshbhai Whole Time Director (Appointed w.e.f Unsecured Loans Taken 0.08 4.71 -
Kalariya 18.07.2025)
Expenses Incurred - - 0.06
Executive Director and Chief Financial
Bhargav Chaturbhai Kavar Officer (Appointed as Chief Financial Unsecured Loans Taken 6.45 0.70 -
Officer w.e.f 25.07.2025)
D Mh aa kr am die ys ah Ashokbhai Chairman and Managing Director Unsecured Loans Taken 15.75 - -
Expenses Incurred 3.83 0.57 -
Associates:
B Enri eg rh gt ys o Lu Lr Pse Renewables Associate Entity Loan Given 1.00 - -
Relative of Director's / Key Managerial Persons:
Dayaben C Kavar Mother of Bhargav Chaturbhai Kavar Trade Payable - 0.80 -
Jalpa Bhargav Kavar Wife of Bhargav Chaturbhai Kavar Loan Given 5.50 15.50 14.50
Enterprises over which key management personnel is able to exercise significant influence (where transactions have taken place):
M/s. Deon Renewables*
P
M
Ba har akt rn
a
gde ar
iy
vs
a
h C,i p
hA
af
r
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ra b
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a b
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e
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aa
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iy
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Loan Given - 0.10 -
Shree ji Biofuel P aa nr dt n Be hr as rh gip a vF i Crm ha to uf rA br hc ah i a Kn aa vb ae rn Kalariya Loan Given 2.50 1.70 -
Shreeji Infra S Do inle e sP hr bo hp ari ie Kto ar ls ah rii yp a of Chiragbhai Loan Given - - 0.21
Ultrashine Solar Industries P Da inrt en se hr bs hh aip i Kfi arm lar o iyf a C , h Mir aa ng ib shh ba hi ai D Loan Given 1.53 0.78 4.20
Chaniyara and others
Trade Payable - - 0.74
* Dissolved with effect from December 25, 2024
352Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
43 Statement Of Capitalisation
(Rs. In Millions)
Particulars Pre Issue Post Issue
Debt
Short Term Debt -
Long Term Debt 3 9.45
Total Debt 3 9.45
Shareholders' Fund (Equity)
Share Capital 0 .10
Reserves & Surplus 255.33 [.]
Less: Miscellaneous Expenses not w/off -
Total Shareholders' Fund (Equity) 2 55.43
Long Term Debt/Equity 0 .15
Total Debt/Equity 0 .15
Notes:
1 Short term debts represents the debts which are expected to be paid/payable within 12 months and excludes installment of term loans repayable within 12 months.
Long term debts represent debts other than Short term debts as defined above but includes installment of term loans repayable within 12 months grouped under
2 other current liabilities
The figures disclosed above are based on Restated Balance Sheet of the Company as at 31st March, 2025. Effect of Increase in Capital after 31st March, 2025 not
3
taken.
44 Statement of Accounting & Other Ratios:
(Rs. In Millions)
For the year ended For the year ended 31st For the year ended
Particulars
31st March, 2025 March, 2024 31st March, 2023
Restated Profit After Tax as per Profit and loss statement [A] 261.58 29.93 2.22
Tax Expense [B] 88.05 15.95 1.14
Depreciation and Amortisation Expense [C] 4.35 1.97 2.03
Interest Cost [D] 0.16 0.24 0.32
Other Income[E] 0.01 0.05 0.01
Number of Equity Shares outstanding at the end of the Year [F] 10,000 - -
Nominal Value per Equity Shares [G] (In Rs.) 10.00 - -
Restated Net Worth of Equity Shareholders as per Statement of Asset and Liabilities [H] 255.43 32.10 10.04
Restated Net Assets Value As per Statement of Asset and Liabilities [I] 255.43 32.10 10.04
Current Assets [J] 589.19 325.63 86.36
Current liabilities [K] 326.63 306.06 81.76
Return on Net Worth (%) 102.41% 93.26% 22.11%
Net Asset Value Per Share (Rs.) (based on Equity share outstanding at the end of the year) 25,542.61 - -
Current Ratio 1.80 1.06 1.06
Earning Before Interest Tax and Depriciation and Amortisation (EBITDA) 354.13 48.05 5.70
353Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
45 Other Disclosures
i. The provisions relating to number of layers prescribed under clause (87) of Section 2 of the Companies Act. 2013 read with Companies
(Restriction on number of layers) Rules, 2017 are not applicable to the company
ii. ThecompanydoesnothaveanyschemeofArrangementsapprovedbythecompetentAuthorityintermsofSection230to237ofCompanies
Act, 2013.
iii. Titledeedsofimmovableproperties(otherthanpropertieswheretheCompanyistheleeseeandtheleaseagreementsaredulyexecutedin
favour of the leesee) whose deeds are not held in the name of the Company: NIL
iv. TheCompanydoesnotholdanyBenamiProperties.Noproceedingshavebeeninitiatedorarependingagainstthecompanyforholdingany
benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.
v. TheCompanyhasnotransactionwithCompanieswhicharestuckoffundersection158oftheCompaniesAct,2013orundersection530of
Companies Act,1956.
vi. Therearenotransactionsthathavenotbeenrecordedinthebooksofaccountsandhavebeensurrenderedordisclosedasincomeduringthe
year in the tax assessments under the Income Tax Act, 1961.
vii. There are no significant events after the reporting period.
viii. The Company have not traded or invested in crypto currency or virtual currency during the financial year.
ix. TheCompanyisnotdeclaredawilfuldefaulterbyanyBankorFinancialInstitutionorGovernmentoranyGovernmentauthorityoranyother
lender.
x. The Company has not revalued any of its property, plant and equipment and intangible assets during the year.
xi. Thecompanyhasnotgrantedanyloansoradvancesinthenatureofloanstopromoters,directors,KMPsandtherelatedparties,eitherseverally
or jointly with any other person.
xii. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to
any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise)
that the Intermediary shall
(i) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate
Beneficiaries) or
(ii) Provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
xiii. The company hasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding
(whether recorded in writing or otherwise) that the company shall
(i) directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoeverbyoronbehalfoftheFundingParty
(Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
xiv. Duringtheyearthecompanyisnothavinganyunrecordedtransactionsthataresurrenderedordisclosedasincomeduringtaxassessments
underIncomeTaxAct,1961(suchas,searchorsurveyoranyotherrelevantprovisionsoftheIncomeTaxAct,1961)andthereisnopreviously
unrecorded income and related assets that have been properly recorded in the books of accounts during the year.
xv. Previous year figures have been regrouped / reclassified wherever necessary to conform to current year’s classification.
xvi. Note on Subsidiary Incorporation and Consolidation
TheCompanyhasincorporateditswholly-ownedsubsidiaryinFY2025-2026.Accordingly,asatandfortheyearended31stMarch2025,the
Companydidnothaveanysubsidiary.Hence,theaccompanyingrestatedstandalonefinancialstatementsfortheyearupto31stMarch2025
havebeenpreparedonastandalonebasisanddonotincludeanyconsolidatedfinancialinformation.Consolidationwillbeapplicableandcarried
out from the financial year in which the subsidiary was incorporated.
Name of Company Date of Incorporation Relation
DEON RENEWABLES PRIVATE LIMITED 06/08/2025 Subsidiary
DEON ENERGY ONE PRIVATE LIMITED 12/09/2025 Step Down Subsidiary
DEON ENERGY TWO PRIVATE LIMITED 01/09/2025 Step Down Subsidiary
DEON ENERGY THREE PRIVATE LIMITED 05/09/2025 Step Down Subsidiary
DEON ENERGY FOUR PRIVATE LIMITED 01/09/2025 Step Down Subsidiary
DEON ENERGY FIVE PRIVATE LIMITED 29/08/2025 Step Down Subsidiary
354Deon Energy Limited
(formerly known as "Deon Energy Private Limited" converted in public limited company from private Limited)
(formerly known as "Deon Energy" converted in private limited company from partnership firm)
CIN : U42201GJ2024PLC150542
Notes to the Restated Financial Statement
46 Restated Adjustments
TherearesomerestatementadjustmentsrequiredtobemadeundertheSEBIICDRRegulationsfortheYearended31stMarch2025,31stMarch
2024, 31st March 2023.
AppropriateadjustmentshavebeenmadeintheRestatedFinancialStatement,whereverrequired,byareclassificationofthecorresponding
itemsofincome,expenses,assets,liabilitiesandcashflows,asapplicable,toconformwiththerequirementsofSecuritiesandExchangeBoardof
India (Issue of Capital & Disclosure Requirements) Regulations, 2018 (as amended).
The above statement should be read with Basis of Preparation, Material Accounting Policies and Notes to Restated Financial Statement.
In terms of our report attached
For Shivam Soni & Co. For and on behalf of the Board of Directors
Chartered Accountants Deon Energy Limited
Firm Registration Number : 152477W (formerly known as "Deon Energy Private Limited")
(formerly known as "Deon Energy")
---sd--- ---sd--- ---sd---
CA Shivam Soni Dharmesh A. Makadiya Chiragbhai D. Kalariya
Proprietor Managing Director & Chaiman Whole Time Director
Membership No. 178351 DIN : 10588120 DIN : 07105719
---sd--- ---sd---
Bhargav C. Kavar Jeeveka N.Tharwani
Chief Financial Officer Company Secretary & Compliance Officer
Place : Ahmedabad Place : Ahmedabad
Date : 17.09.2025 Date : 17.09.2025
UDIN : 25178351BMIRJS9895
355OTHER FINANCIAL INFORMATION
Accounting ratios derived from the Restated Financial Information
The accounting ratios of our Company as required under item 11 of Part A of Schedule VI of the SEBI ICDR Regulations
are given below:
(₹ in million, unless otherwise mentioned)
Particulars For the year For the year For the year
ended 31st ended 31st ended 31st
March, 2025 March, 2024 March, 2023
Restated Profit After Tax as per Profit and loss statement 261.58 29.93 2.22
Tax Expense 88.05 15.95 1.14
Depreciation and Amortisation Expense 4.35 1.97 2.03
Interest Cost 0.16 0.24 0.32
Other Income 0.01 0.05 0.01
Number of Equity Shares outstanding at the end of the Year [A] 10,000 - -
Nominal Value per Equity Shares [A] (In Rs.) 10.00 - -
Restated Net Worth of Equity Shareholders as per Statement of 255.43 32.10 10.04
Asset and Liabilities [B]
Restated Net Assets Value As per Statement of Asset and 255.43 32.10 10.04
Liabilities [C]
Current Assets [D] 589.19 325.63 86.36
Current liabilities [E] 326.63 306.06 81.76
Return on Net Worth (%) [F] 102.41% 93.26% 22.11%
Net Asset Value Per Share (Rs.) (based on Equity share 25,542.61
outstanding at the end of the year) [G] - -
Current Ratio [H] 1.80 1.06 1.06
Earnings Before Interest Tax and Depriciation and Amortisation 354.13 48.05 5.70
(EBITDA) [I]
Notes:
[A] No Equity Shares and Nominal Value of Equity shares is presented for the year ended March 31, 2024 and for the year
ended March 31, 2023 as the Company was formed by way of conversion of erstwhile partnership firm on April 11, 2024.
[B] 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, but does not include reserves
created out of revaluation of assets, write-back of depreciation and amalgamation.
[C] Net Asset Value = Total Assets minus Total liabilities.
[D] Current Assets=Total Assets minus Non-Current Assets
[E] Current Liabilities= Tota Liabilities minus Non-Current Liabilities
[F] Return on Net Worth (%) = Net profit after tax, as restated / Net worth as restated as at year end.
[G] Net asset value per equity share means net worth divided by weighted average number of equity shares outstanding post
bonus issue during the year. No Net asset value per share is presented for the year ended March 31, 2024 and for the year
ended March 31, 2023 as the Company was formed by way of conversion of erstwhile partnership firm on April 11, 2024.
[H] Current Ratio= Current Assets minus Current Liabilities
[I] EBITDA is calculated as profit before exceptional items and tax minus other income (including share of profit of
associate) plus finance costs, depreciation, and amortisation.
356CAPITALISATION STATEMENT
(₹ in million)
Pre-Issue as at Post Issue#
Particulars
March 31, 2025
Total equity
Equity share capital 0.10 [●]
Other equity 255.33 [●]
Total Equity (A) 255.43 [●]
Total borrowings
Current borrowings 0.00 [●]
Non-current borrowings (including current maturity and interest accrued and
39.45 [●]
due on borrowings)
Total Borrowings (B) 39.45 [●]
Long- Term Debt/ Equity 0.15 [●]
Debt Equity Ratio (B/A) 0.15 [●]
#Post Issue capitalisation will be determined after finalization of Issue Price
357MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Draft Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our
actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as
a result of various factors, including those described below and elsewhere in this Draft Red Herring Prospectus. For further
information, see “Forward-Looking Statements” on page 23. Also read “Risk Factors” and “– Significant Factors Affecting
our Results of Operations and financial condition” on pages 38 and 368, respectively, for a discussion of certain factors that
may affect our business, financial condition or results of operations.
You should read the following discussion in conjunction with our Restated Financial Information included herein as of and
for the Fiscal 2025, 2024 and 2023, including the related notes, schedules and annexures. Our Restated Financial
Information have been prepared in accordance with Ind AS and restated in accordance with the requirements of Section 26
of the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note. Ind AS differs in certain material respects
from IFRS and US GAAP.
The Restated Financial Information of our Company comprises the restated statements of Assets and liabilities at and for
years ended March 31, 2025, March 31, 2024 and March 31, 2023, the restated statement of profit and loss (including other
comprehensive income), the restated statement of changes in equity and the restated statement of cash flows for the Financial
Years ended March 31, 2025, March 31, 2024 and March 31, 2023, the summary statement of significant accounting policies,
and other explanatory information based on audited financial statements as at and for the financial years ended March 31,
2025, March 31, 2024 and March 31, 2023, prepared in accordance with Ind AS and each restated in terms of the
requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR Regulations and the Guidance Note
on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI, as amended from time to time.
On April 11, 2024, M/s. Deon Energy (“Partnership Firm”) got converted into private limited company under the Companies
Act, 2013 with the name “Deon Energy Private Limited” and a certificate of incorporation dated April 11, 2024, was issued
by the Registrar of Companies, Central Registration Centre. Since, our Company was previously a partnership firm,
accordingly, the restated financial statements have been prepared on the basis of Audited Financial Statements of the
Company for the financial year ended 2025 and Special Purpose Ind AS Financial Statements for the financial year 2024
and 2023 prepared after making suitable adjustments to the accounting heads from their Indian GAAP values following
accounting policies (both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date
of April 1, 2021 and as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR) Regulations.
Further, our Company has a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited incorporated
on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated on September
12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three Private Limited
incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01, 2025 and Deon
Energy Five Private Limited incorporated on August 29, 2025. Accordingly, our restated financial information are prepared
on the basis of Standalone Audited Financial Statements for the financial years ended 2025, 2024 and 2023. Unless the
context otherwise requires, any percentage, amounts, as set forth in “Risk Factors”, “Summary of the Offer Document”,
“Our Business” and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” on pages
38, 25, 221 and 358 respectively and elsewhere in this Draft Red Herring Prospectus have been calculated on the basis of
our Restated Financial Information.
Our Financial Year commences on April 1 and ends on March 31 of each year, and all references to a particular Financial
Year are to the 12 months ended March 31 of that year. Unless otherwise stated, or the context otherwise requires, the
financial information used in this section is derived from section titled “Restated Financial Information” beginning on page
317.
Unless otherwise indicated, industry and market data used in this section has been derived from the report titled “Solar
Power EPC Sector” dated September 23, 2025 (the “CARE Report”), prepared and issued by CARE Analytics and Advisory
Private Limited (“CareEdge Research”), which was exclusively commissioned and paid for by our Company for the Issue,
and was prepared and released by CareEdge Research, who were appointed by us pursuant to the engagement letter dated
June 25, 2025. CareEdge Research is not, and has not in the past, been engaged or interested in the formation, or promotion,
or management, of our Company. Further, it is an independent agency and neither our Company, nor our Directors,
Promoters, KMPs, SMPs, nor the BRLM are a related party to CareEdge Research as per the definition of “related party”
under the Companies Act, 2013. The data included herein includes excerpts from the Industry Report which may have been
re-ordered by us for the purposes of presentation. Further, the CARE Report was prepared on the basis of information as of
specific dates and opinions in the CARE Report may be based on estimates, projections, forecasts and assumptions that may
be as of such dates. CareEdge Research has prepared this study in an independent and objective manner, and it has taken
all reasonable care to ensure its accuracy and completeness. A copy of the Industry Report will be available on the website
358of our Company https://www.deonenergy.in/ . Further, the CARE Report is not a recommendation to invest or disinvest in
any company covered in the CARE Report. Prospective investors are advised not to unduly rely on the CARE Report. For
more information and risks in relation to commissioned reports, please see “Risk Factor 54 - Extracts of industry information
included in this Draft Red Herring Prospectus has been derived from an industry report prepared by CARE Analytics and
Advisory Private Limited(“CareEdge Research”), exclusively commissioned and paid for by us exclusively in connection
with the Issue. Any reliance on such information for making an investment decision in the Issue is subject to inherent risks.”
on page 74. Also see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market
Data” on page 21.
Overview
We are focused on delivering end-to-end renewable energy solutions, including engineering, procurement and construction
(“EPC”) of solar energy projects on a turnkey basis, with an emphasis on serving clients in the commercial and industrial
sectors. We execute independent solar EPC projects for our clients. India is among the top nations in the world which are
leading the global renewable energy growth. On technology specific installed capacity, India ranks 3rd in Solar, as per
International Renewable Energy Agency (IRENA) renewable capacity statistics 2025 (Source: CARE Report). Under our
model, we facilitate seamless project deployment from conceptualization and assisting in land acquisition to commissioning,
and assist with obtaining the necessary approvals, including for evacuation lines from the solar power plant to the electricity
grid on behalf of the clients. We provide our clients with customized solutions, which includes analysing the clients’ existing
power consumption in comparison with the actual solar power generation that can be commissioned (in MWDC and MWAC)
including options for the selection of suitable technologies available for commissioning of solar EPC Project. We execute
independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted and roof-
top solar EPC Projects.
Since our inception in 2020 to March 31, 2025, we have successfully executed 78 solar power projects with a total installed
capacity of 140.29 MWDC (Megawatt Direct Current) and 118.80 MWAC (Megawatt Alternating Current). According to
the CARE Report, As of FY25, India’s total solar installed capacity stood at 105.65 GW, accounting 22% of the installed
power generation capacity and 49.7% total renewable energy capacity. This comprises 81.9 GW from ground-mounted solar
plants, 17.0 GW from grid-connected solar rooftops, 2.8 GW from hybrid projects and 4.7 GW from off-grid solar systems.
Over the FY20 to FY25, the segment registered CAGR of 29.67%, albeit from a low base, solar power additions in FY25
were higher, at 23.83 GW (vs. 15.03 GW in FY24) (Source: CARE Report). For the Financial Year 2025, our revenue from
operations was ₹ 2,988.02 Million, increasing from ₹ 684.26 Million for the Financial Year 2024 and ₹ 418.36 Million for
the Financial Year 2023, growing at a CAGR of 167.25% between the Financial Years 2023 and 2025. Our order book,
which we define as the amount payable to us under our EPC contracts minus the revenue already recognized from those
contracts (“Order Book”), was ₹5,051.55 million as at August 31, 2025. Our EPC clients include prominent organizations
such as Omax Cotspin Private Limited, Fiotex Cotspin Private Limited, Megacity Vitrified LLP, Velloza Granito LLP, Itacon
Granito Private Limited and others.
We execute independent solar EPC projects for our clients, wherein, our major business model involves the ground-mounted
and roof-top solar EPC Projects which are as follows:
359Ground-mounted solar power projects Ground mounted solar projects have photovoltaic modules installed on open land
using mounting structures, these are installed in open fields, industrial areas, or barren land. This segment makes up the
largest share of India’s solar installations, with approximately 81.0 GW of capacity as of Mar 2025, and are primarily used
for large-scale grid-connected power generation. (Source: CARE Report).
Rooftop solar power projects A rooftop solar power system is a photovoltaic system which is mounted on the rooftop of a
residential or commercial building or structure. The rooftop solar sector also grew 12% with 5.15 GW of new capacity
additions as compared to previous year at 4.95 GW in 2024. This helped provide electricity to rural areas and improve energy
access. (Source: CARE Report).
Operations and Maintenance (“O&M”)
We also provide operations and maintenance (“O&M”) services to majority of the solar power plants for which we have
provided solar EPC services. According to the CARE Report, solar systems require regular maintenance, including cleaning
panels, checking batteries, and ensuring the inverter is functioning correctly. Environmental factors such as dirt, dust, snow,
or extreme weather conditions can reduce panel efficiency by blocking sunlight or causing wear over time. Regular cleaning,
proper panel placement, and periodic inspections are crucial to extending the system's lifespan, maintaining optimal
performance, and minimising the impact of environmental conditions. Timely repairs to any system components, if required,
also ensure the solar system operates at peak efficiency (Source: CARE report).
During Fiscal 2025, we provided O&M services for 44 solar power plants with a total installed capacity of 127.79 MW DC
and 107.98 MW AC. We carry out complete O&M services for almost all our EPC Solar projects, however, few of the clients
outsource O&M services to other agencies, while maintaining an in-house team of 42 employees as at August 31, 2025, to
supervise these operations. We manage our O&M services (technical and non-technical manpower) as per our clients’ O&M
requirements. Our O&M services include daily cleaning of equipment, repairs, maintenance and replacement of solar panels,
invertors, cables and other equipment and security of the power plant, the O&M activities may also vary on the basis of the
agreements entered by our Company with the clients as per their requirements. Our Company also takes the initiative of
monitoring power plant generation on daily basis and the noting is prepared and submitted to the clients. As on August 31,
2025, our Company has entered into 51 O&M Agreements with the clients. Few of our clients leveraging O&M are Omax
Cotspin Private Limited, Fiotex Cotspin Private Limited and Shaldip Coating LLP.
Our monitoring and maintenance capabilities extend to robust remote system monitoring, facilitated by GSM data loggers
and Supervisory Control and Data Acquisition (“SCADA”) system implementation, ensuring oversight of system
parameters. SCADA systems are used for controlling, monitoring, and analyzing industrial devices and processes. The
system consists of both software and hardware components and enables remote and on-site gathering of data from industrial
equipment. Through our remote system monitoring process, we ensure swift fault detection and resolution, which are
paramount to maintaining uninterrupted functionality of our clients’ solar power systems.
Our Company is also involved in sale of other Solar components which are shown in the financial statements. Our Company
in rare case sell solar components without any EPC services being provided to such clients. These sales are infrequent and
we do not actively engage in trading of solar components.
The table below sets forth a breakdown of our revenue from operations for the fiscals indicated:
Fiscal 2025 Fiscal 2024 Fiscal 2023
% of % of % of
Particulars ₹ in Capacity Revenue ₹ in Capacity Revenue ₹ in Capacity Revenue
million (MWDC) from million (MWDC) from million (MWDC) from
Operations Operations Operations
Revenue
from
Contract
with
Customers:
Revenue
2,953.3
from EPC 87.73 98.84% 658.81 19.53 96.28% 382.06 16.34 91.32%
1
Contracts
Of which:
360Revenue
from EPC
of ground- 2,853.6
84.20 95.50% 398.79 12.70 58.28% 127.84 12.80 30.56%
mounted 6
solar power
projects
Revenue
from EPC
of rooftop 99.65 3.53 3.34% 260.01 6.83 38.00% 254.22 3.54 60.77%
solar power
projects
Revenue
from trading
6.53 - 0.22% 18.46 - 2.70% 33.47 - 8.00%
of solar
components
Revenue
from
operations
28.18 85.50 0.94% 6.99 17.00 1.02% 2.83 13.80 0.68%
and
maintenanc
e services
Revenue
from
2,988.0
Contract - 100.00% 684.26 - 100.00% 418.36 - 100.00%
2
with
Customers
Other
operating - - - - - - - - -
revenue
Revenue
2,988.0
from - 100.00% 684.26 - 100.00% 418.36 - 100.00%
2
Operations
As certified by M/s Shivam Soni & Co. Chartered Accountants through their certificate dated September 23, 2025.
Our Company was originally formed as a partnership firm under the name of “M/s Deon Energy” at Gujarat, India, pursuant
to a partnership deed dated June 23, 2020 which was registered under the Indian Partnership Act, 1932 with the Registrar of
Firms, Gujarat, with Dharmesh Ashokbhai Makadiya and Chiragbhai Dineshbhai Kalariya being the partners in the firm,
which was subsequently amended on July 18, 2023 and February 01, 2024 (collectively, the “Partnership Deed”).
Subsequently, the partnership firm was converted to our Company in the year 2024 as a Private Limited Company under the
name Deon Energy Private Limited vide Certificate of Incorporation dated April 11, 2024 issued by Registrar of Companies,
Central Registration Centre with Dharmesh Ashokbhai Makadiya, Archanaben Kalariya and Bhargav Chaturbhai Kavar as
the initial subscribers to the Memorandum of Association of our Company. Our Company changed its name to Deon Energy
Limited pursuant to conversion of Private Limited to Public Limited Company vide Fresh Certificate of Incorporation dated
May 13, 2025 issued by Central Processing Centre. Our Company was established with a focus on solar power projects, and
we commissioned our first roof-top EPC solar project in the year 2020 and our first Ground Mounted solar project in the
year 2021.
Our company have the registered office at Block D-604-605-606 6th Floor, Westgate, S. G. Highway, Near YMCA Club,
Makarba, Jivraj Park, Ahmedabad, Gujarat, India, 380051 also, we have majority of the branch office located at Morbi and
Rajkot, Gujarat for the convenience purpose to visit the operational sites, for further details with respect to the properties,
please see heading “Our Properties” in this chapter. Our 100% revenue is from domestic market particularly from the state
of Gujarat in fiscal 2025 and 2024 and in Fiscal 2023, our revenues were primarily derived from Gujarat and Maharashtra.
Our revenue from domestic sales was ₹ 2,988.02 million, ₹ 684.26 million, and ₹ 418.36 million, which contributed 100%
for the financial years ended 2025, 2024 and 2023 of our Revenue from Operations.
We source the components we need to construct power projects, including solar panels from third-party suppliers.
Accordingly, Our Company maintains a base of strong suppliers who consistently provide components of appropriate quality
as per our requirements. We usually do not enter into long-term supply contracts with any of our suppliers. We have domestic
purchase of various solar components considering factors such as quality, price, lead time, inventory levels, credit terms and
most importantly end user approvals. In domestic market we majorly procure components from Renewsys India Private
Limited, Sunchaser Structures Private Limited, Goldi Sun Private Limited on the purchases made for the financial years
361ended March 31, 2025, 2024 and 2023. We utilize software, such as PVsyst, AutoCad and SketchUp, in relation to project
management, engineering and design across our projects.
We are certified under the ISO 9001:2015 Quality Management System (QMS), ISO 14001:2015 environmental
Management system and ISO 45001:2018 occupational, health and safety system standard.
To manage our sales, we have dedicated Sales Manager handling all the sales from the Registered Office. The Sales manager
is primarily responsible for generating enquiries, soliciting orders from customers and conducting negotiations with them.
They are also engaged in the marketing activities such as market research, information gathering, participating in exhibitions,
conducting customer visits and liasoning with the government bodies. We also employ multiple sales and revenue channels
to drive business growth and establish our prominence in the solar industry. Our approach is focused on catering to different
market segments, including large-scale industrial and utility clients.
Current Initiatives
Based on the current initiatives, we have taken the following measures to further boost our sales, strengthen our supply chain,
and promote diversification with following expansion into different business model:
Third-Party Sale:
Consumer signs Power Purchase Agreement (PPA) in Independent Power Producer (IPP) segment.
According to CARE Report, IPP in solar stand for an Independent Power Producer, that a private developer or operator
builds, owns, finances, and operates solar energy generating assets and sells power through long-term PPAs that it distributes
to utilities or commercial and industrial users. The different models in which an IPP functions is based on how the power
generated is sold or distributed. Solar capacity has grown more than 35 times from 2.82 GW in 2014 to 105.65 GW in 2025,
and this policy-driven expansion has also supported the growth of IPPs in the sector (Source: CARE report).
• Our Company has plundered into an independent power producer (“IPP”) segment by entering into power purchase
agreement (“PPA”) with Koyo Granito LLP dated January 23, 2025, with contract tenor of five (5) years for sale of
solar power generated from Solar Power Project for which we have set up independent power producer (“IPP”) with
an installed capacity of 735 kW(AC)/ 849.75 kW(DC) on New revenue survey number 874, old revenue survey number
was 137 and New revenue survey number 873, old revenue survey number was 138, Khata No. 530, Ramgadh village,
Dhrangadhra taluka, District – Surendranagar, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency dated April 16, 2025 for further details see chapter titled
“Government and other Statutory approvals” on page no. 399 of this Draft Red Herring Prospectus.
• Our Company has also plundered into another IPP project for sale of solar power generated from Solar Power Project
for which we are in the process of setting up IPP on Revenue Survey Number 184 and Revenue Survey Number 174,
Ingorala village, lathi Taluka, Amreli District, Gujarat, India, Accordingly, Company has received commissioning
certificate from Gujarat Energy Development Agency for installation capacity of 1.375 MWAC/ 1.899 MWDC dated
July 10, 2025, for further details see chapter titled “Government and other Statutory approvals” on page no. 399 of
this Draft Red Herring Prospectus, further our Company is yet to enter into any PPA Agreement with the clients for
sale of solar power.
• our Company has incorporated a Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited
incorporated on August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited
incorporated on September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon
Energy Three Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated
on September 01, 2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as a special purpose
vehicle, in which we have a 99.99% equity interest as on the date of this Draft Red Herring Prospectus, for further
details, please see chapter titled “Our Subsidiaries and Associates” on page no. 276 of this Draft Red Herring
Prospectus.
Our Company is currently promoted by Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya, Archanaben
Kalariya and Bhargav Chaturbhai Kavar. Our Promoters manage and control the major affairs of our business operations
with their considerable experience in our Industry. Dharmesh Ashokbhai Makadiya, Chiragbhai Dineshbhai Kalariya
Archanaben Kalariya and Bhargav Chaturbhai Kavar have experience of 12 years, 5 years, 3 years and 2 years respectively
into the solar industry. Their deep understanding of the industry, combined with his management skills, has enabled the
Company to execute large-scale solar projects and develop innovative energy solutions, positioning it as one of the key
players in the renewable energy market. For more details, please see the chapter titled, “Our Management” and “Our
362Promoters and Promoter Group” on page 284 and 309 of this Draft Red Herring Prospectus. We also have a pool of skilled
solar designers and experienced work force some of whom have been working in our organization from the date of inception
of our business operations, determining the solar requirements for the clients as per client’s requirement. Besides this, they
also assist our customers at all stages right from choosing the right material to commissioning of the projects as per their
design layout for the Solar Project.
We believe that our continued focus on larger solar projects, technological advancement and efficient procurement,
productivity improvements have enabled us to keep our operating costs under control and improve our profitability and boost
economies of scale which will ultimately integrate the growth of our economy. In Fiscal 2025, we recorded a year-on-year
revenue growth of 336.68%, backed by a strong recovery in volumes, with a healthy return on capital employed (“ROCE”)
of 118.72%, Our restated profit after tax increased to ₹261.58 million in Fiscal 2025 from ₹ 29.93 million in the Fiscal 2024.
Our operating margin was approximately 11.85% in Fiscal 2025, as compared to approximately 7.02% in Fiscal 2024. We
recorded a debt-to-equity ratio of 0.15 in Fiscal 2025.
Our Market Opportunity (Source: CARE Report)
According to the CARE Report, over the years, India's solar energy sector has emerged as a key participant in grid-connected
power generation capacity. It contributes to the government's objective of sustainable growth while evolving as a key anchor
in meeting the nation's energy demands and ensuring energy security.
4. Rising Energy Demand
As India continues to experience rapid urbanisation and economic growth, the demand for energy is soaring. The increasing
population and expanding industries are straining the existing power infrastructure, making it imperative to find sustainable
solutions. Renewable energy sources, such as solar and wind, offer a viable alternative to traditional fossil fuels, which are
often subject to price volatility and supply constraints. This rising energy demand not only highlights the need for more
power generation capacity but also underscores the importance of transitioning to cleaner energy sources that can support
long-term growth without compromising environmental integrity.
5. Growing market potential
The government of India has set ambitious RE target of 500 GW by 2030, this has given rise to increase in demand for solar
EPC. The all-India energy requirement is expected to increase by 6.13% by 2027 and given the RE push from the government
backed initiatives and well-defined policy measures has made the solar EPC sector more attractive.
6. Potential of Solar Power
There has been a significant shift globally in the generation capacity mix due to the growing environmental concerns and
climate change. India is an active participant and has taken initiatives toward sustainable development and cleaner
environment, including significant additions of renewable energy generation capacity. Further, India ranks 4th in the world,
leading the global renewable energy growth. In technology-specific installed capacity, India ranks 4th in onshore wind, 3rd in
Solar and Bioenergy, and 6th in Hydro as per the International Renewable Energy Agency (IRENA) renewable capacity
statistics 2025. India has a solar potential of 749 GW with installed capacity of 116 GW as of June’25. The installed capacity
is only around 15.49% of that of the potential indicating a significant untapped potential (Source: CARE Report).
KEY PERFORMANCE INDICATORS OF OUR COMPANY
The table below also sets forth Financial and Operational KPIs for the Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Deon Energy Limited
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Financial KPIs
Revenue From operations (₹ in millions) (1) 2,988.02 684.26 418.36
EBITDA (₹ in millions) (2) 354.13 48.05 5.70
EBITDA Margin (%) (3) 11.85% 7.02% 1.36%
Profit/(loss) after tax for the year (₹ in millions) (4) 261.58 29.93 2.22
PAT Margin (%) (5) 8.75% 4.37% 0.53%
Return on Equity (RoE) (%) (6) 181.96% 142.06% 20.65%
Return on Capital Employed (%) (7) 118.72% 117.28% 27.05%
363Property, plant and equipment (₹ in million) 20.12 13.32 5.79
Net Fixed Asset Turnover Ratio (in Times) (8) 146.76 51.37 72.31
Debt to Equity Ratio (in Times) (9) 0.15 0.23 0.35
Debt Service Coverage Ratio (in Times) (10) 2,210.67 38.43 4.22
Current Ratio (in Times) (11) 1.80 1.06 1.06
Operational KPIs
Total number of constructed solar power projects in the year
31.00 16.00 10.00
(No. of Projects)(12)
Constructed capacity in the year (MWDC) (13) 87.73 19.53 16.34
Revenue earned from solar power projects in the year (₹ in
2,953.31 658.81 382.06
millions) (14)
Order Book of EPC Project (No of Projects) (15) 28.00 27.00 14.00
Order Book of EPC Project (MWDC) (16) 103.72 66.30 21.45
Order Book of EPC Project (Value) (₹ in millions) (17) 2,943.99 2,215.78 783.67
Order Book of O&M Projects (No. of Projects) (18) 30.00 23.00 10.00
Order Book of O&M Projects (MWDC) (19) 84.52 62.57 14.94
Order Book of O&M Projects (Value) (₹ in millions) (20) 17.01 28.18 7.10
The above details have been certified by Shivam Soni & Co., Chartered Accountants, pursuant to their certificate dated
September 23, 2025 and has been included in “Material Contracts and Documents for Inspection – Material Documents”
on page 484.
Notes:
(1) Revenue from Operations is as per the Restated Financial Information for the relevant years.
(2) EBITDA is calculated as profit before exceptional items and tax minus other income (including share of profit of
associate) plus finance costs, depreciation, and amortisation
(3) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations
(4) PAT means profit for the year as appearing in the Restated Financial Information for the relevant years.
(5) PAT Margin (%) is calculated as Profit for the year as a percentage of Revenue from Operations
(6) Return on Equity (RoE) is equal to profit for the year divided by the average total equity and is expressed as a
percentage.
(7) Return on Capital Employed is calculated as EBIT divided by total capital employed. Capital employed is calculated
as the sum of total equity and total borrowings. EBIT is calculated as EBITDA minus depreciation and amortization
(8) Net Fixed Asset Turnover ratio is calculated as Revenue from operation divided by Net fixed Asset
(9) Debt to Equity Ratio is calculated as total borrowings divided by total equity. Total Borrowings is calculated as sum
of non-current borrowings, current borrowings and lease liabilities.
(10) Debt Service Coverage Ratio is calculated as earnings available for debt services (calculated as Profit after tax +
interest expenses + Depreciation and amortisation expenses+(Profit)/Loss on sale of fixed assets) divided by Total
interest and principal repayments.
(11) Current Ratio is calculated by dividing the current assets by current liabilities.
(12) Total number of constructed solar power projects refers to the number of solar power plants that were completed
during the fiscal year.
(13) Constructed capacity refers to the total capacity of the projects completed in the respective fiscal year.
(14) Revenue earned from solar power projects in the year refers to the value of projects that were recognised as revenue
from EPCs during the respective Fiscal years.
(15) Order book of EPC Project (No of Projects) refers to the number of new EPC Solar power projects added during the
Fiscal year.
(16) Order book of EPC Project in MWDC refers to the capacity of new EPC Solar Power projects added during the fiscal
year.
(17) Order Book of EPC Project in Value means the total revenue from all new projects during the Fiscal year.
(18) Order book of O & M Service Project (No of Projects) refers to the number of new O & M service projects added
during the Fiscal year.
(19) Order book of O & M Service Project in MWDC refers to the capacity of new O & M service projects added during
the fiscal year.
(20) Order Book O & M Service Project in Value means the total revenue from all new projects during the Fiscal year.
Key Performance Indicators and Non-GAAP Financial Measures
364We use certain supplemental Non-GAAP Measures and certain operational performance indicators such as Total number of
constructed solar power projects in the year, constructed capacity in the year (MWDC), Order Book of EPC Project
(MWDC), Order Book of O&M Projects (MWDC), etc. to review and analyse our financial and operating performance from
period to period, to evaluate our business, and for forecasting purposes. Although these Non-GAAP Measures, financial and
operational performance indicators and other industry measures are not a measure of performance calculated in accordance
with applicable accounting standards, our management believes that they are useful to an investor in evaluating us because
they are widely used measures to evaluate a company’s operating and financial performance. Further, our management
believes that when taken collectively with financial measures prepared in accordance with Ind AS, these Non-GAAP
Measures, financial and operational performance indicators and other industry measures may be helpful to investors because
they provide an additional tool for investors to use in evaluating our ongoing results and trends. Presentation of these Non-
GAAP Measures, financial and operational performance indicators and other industry measures should not be considered in
isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in our Restated
Financial Information set out in this Draft Red Herring Prospectus. These Non-GAAP Measures, financial and operational
performance indicators and other industry measures are not defined under, or presented in accordance with, Ind AS and have
limitations as analytical tools which indicate, among other things, that they do not reflect our cash expenditures or future
requirements for capital expenditure or contractual commitments; changes in, or cash requirements for, our working capital
needs; and the finance cost, or cash requirements. Although depreciation and amortization are non-cash charges, the assets
being depreciated and amortised will often have to be replaced in the future, and these measures do not reflect any cash
requirements for such replacements.
These Non-GAAP Measures, financial and operational performance indicators and other industry measures may differ from
similar titled information used by other companies, who may calculate such information differently and hence their
comparability with those used by us may be limited. Therefore, these Non-GAAP Measures, financial and operational
performance indicators and other industry measures should not be viewed as substitutes for performance or profitability
measures under Ind AS or as indicators of our operating performance, financial condition, cash flows, liquidity or
profitability. Set out below are definitions of, and reconciliation to GAAP measures pertaining to, certain key Non-GAAP
Measures presented in this Red Herring Prospectus, along with a brief explanation of their calculation.
EBIT, EBITDA and EBITDA Margin
“EBIT” is defined as earnings before interest, taxes and exceptional item. “EBITDA” is defined as earnings before interest,
taxes, depreciation and amortisation and exceptional item less other income. “EBITDA Margin” is defined as our EBITDA
during a year as a percentage of revenue from operations during that year. The table below reconciles our profit for the
particular year to EBIT and EBITDA, for the years indicated, and sets out our EBITDA Margin, for the years indicated.
(₹ million, unless otherwise specified)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax (A) 261.58 29.93 2.22
Add: Tax expenses 88.05 15.95 1.14
Add: Interest Expense 0.16 0.24 0.32
EBIT (B) 349.79 46.12 3.68
Add: Depreciation and amortization expenses 4.35 1.97 2.03
Less: Other Income 0.01 0.05 0.01
EBITDA(C) 354.13 48.05 5.70
Revenue from operation (D) 2,988.02 684.26 418.36
EBITDA Margin (C/D) (%) 11.85% 7.02% 1.36%
Change in basis points (bps) from the previous year 4.83% 5.66% -
Percentage increase/(decrease) from previous year (%) * 68.79% 415.64% -
*The EBITDA Margin has increased by 415.64% from 1.36% in Fiscal 2023 to 7.02% in Fiscal 2024. It further increased
by 68.79% from 7.02% in Fiscal 2024 to 11.85% in Fiscal 2025. The primary reason for such an increase is due to the
reduction of the Cost of goods sold as a percentage of revenue from operations.
Profit After Tax and Profit After Tax Margin (%)
“Profit After Tax” means profit for the year and provides information regarding the overall profitability of the business.
“Profit After Tax Margin” quantifies our efficiency in generating profits from our revenue and is calculated by dividing
our profit for the year by our revenue from operations during the relevant year. The table below sets out our Profit Margin,
for the years indicated.
365(₹ million, unless otherwise specified)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax (A) 261.58 29.93 2.22
Revenue from operation (B) 2,988.02 684.26 418.36
PAT Margin (A/B) (%) 8.75% 4.37% 0.53%
Change in basis points (bps) from the previous year 4.38% 3.84% -
Percentage increase/(decrease) from previous year (%) * 100.13% 724.30% -
*The PAT Margin has increased from 0.53% in Fiscal 2023 to 4.37% in Fiscal 2024 to 8.75% in Fiscal 2025. The primary
reason for such an increase is a reduction in total expenses with an increase in overall operations of the company.
Return on Equity (%)
Return on equity (“RoE”) is calculated as restated profit after tax for the year divided by average total equity and is
expressed as a percentage. The table below sets out the reconciliation of our RoE to our profit, for the years indicated
(₹ million, unless otherwise specified)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax (A) 261.58 29.93 2.22
Average Total Equity (B) 143.76 21.07 10.75
RoE (A/B) (%) 181.96% 142.06% 20.65%
Change in basis points (bps) from previous year 39.89% 121.42% -
Percentage increase/(decrease) from previous year (%) * 28.08% 588.04% -
*Our RoE increased from 20.65% in Fiscal 2023 to 142.06% in Fiscal 2024 to 181.96% in Fiscal 2025. This increase was
mainly on account of an increase in profit over the years.
Return on Capital Employed (%)
Return on Capital Employed (“RoCE”) is calculated as earnings before interest and tax (EBIT) divided by Capital
Employed and is expressed as a percentage. The table below sets out the reconciliation of our RoCE to our profit, for the
years indicated.
(₹ million, unless otherwise specified)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
EBIT (A) 349.79 46.11 3.68
Capital Employed
Total Equity 255.43 32.10 10.04
Add: Long Term Borrowing 39.45 6.21 2.51
Add: Short Term Borrowing - 1.01 1.04
Add: Deferred Tax (Assets)/Liability - - -
Less: Intangible Asset and Goodwill (including Intangible (0.24) - -
Asset Under Development)
Total Capital Employed (B) 294.63 39.32 13.59
RoCE (A/B) (%) 118.72% 117.28% 27.05%
Change in basis points (bps) from the previous year 1.44% 90.23% -
Percentage increase/(decrease) from previous year (%) * 1.23% 333.52% -
* Our RoCE increased from 27.05% in Fiscal 2023 to 117.28% in Fiscal 2024, primarily due to an increase in earnings
before interest and tax. Our RoCE increased by 1.23% from 117.28% in Fiscal 2024 to 118.72% in Fiscal 2025, primarily
due to an increase in our total capital employed as compared to EBIT.
Fixed Asset Turnover Ratio (in Times)
366“Fixed Asset Turnover Ratio” is calculated by dividing the revenue from operations by the total fixed assets. It evaluates
how effectively a company's assets are employed to generate sales, indicating operational efficiency. A higher ratio suggests
better utilization of assets in generating revenue. The table below sets out the calculation of our Fixed Asset Turnover ratio,
for the years indicated
(₹ million, unless otherwise specified)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from operation (A) 2,988.02 684.26 418.36
Total Fixed Asset (B) 20.36 13.32 5.79
Fixed Asset Turnover Ratio (in Times) (A/B) 146.76 51.37 72.31
Percentage increase/(decrease) from previous year (%) * 185.72% (28.97)% -
*Our Fixed Asset Turnover Ratio declined by 28.97%, from 72.31 times in Fiscal 2023 to 51.37 times in Fiscal 2024,
primarily due to a proportionally higher increase in total fixed assets in comparison to the increase in revenue from
operations. It had increased by 185.72%, from 51.37 times in Fiscal 2024 to 146.76 times in Fiscal 2025, due to a
proportionally higher increase in revenue from operations in comparison to the increase in total fixed assets.
Debt to Equity Ratio (in Times)
“Debt to Equity Ratio” evaluates our financial leverage and is calculated by dividing our total borrowings by total equity.
The table below sets out the calculation of our Debt-to-Equity ratio, for the years indicated:
(₹ million, unless otherwise specified)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Long Term Borrowing (A) 39.45 6.21 2.51
Short Term Borrowing (B) - 1.01 1.04
Total Borrowing (C=A+B) 39.45 7.22 3.54
Total Equity (D) 255.43 32.10 10.04
Debt to Equity Ratio (in Times) (C/D) 0.15 0.23 0.35
Percentage increase/(decrease) from previous year (%) * (31.38)% (36.21)% -
*Our Debt-to-Equity Ratio declined by 36.21% from 0.35 times in Fiscal 2023 to 0.23 times in Fiscal 2024. It then further
declined by 31.38% to 0.15 times in Fiscal 2025. This decrease was primarily due to a proportionally higher increase in
equity in comparison to the increase in total borrowings.
Debt Service Coverage Ratio
“Debt Service Coverage Ratio” evaluate our ability to meet its debt obligations (both principal and interest) with its operating
income. The table below sets out the calculation of our Debt Service Coverage Ratio, for the years indicated:
(₹ million, unless otherwise specified)
Particulars For the financial year ended
March 31, 2025 March 31, 2024 March 31, 2023
Profit after tax 261.58 29.93 2.22
Add: Tax expenses 88.05 15.95 1.14
Add: Interest Expense 0.16 0.24 0.32
Add: Depreciation and amortization expenses 4.35 1.97 2.03
Earnings available for debt service (A) 354.14 48.09 5.71
Debt Service (B) 0.16 1.25 1.35
Debt Service Coverage Ratio (in times) (A/B) 2,210.67 38.43 4.22
Percentage increase/(decrease) from previous year (%) * 5,652.85% 811.06% -
*Our Debt Service Coverage Ratio increased by 811.06% from 4.22 times in Fiscal 2023 to 38.43 times in Fiscal 2024. It
then further increased by 5,652.85% to 2,210.67 times in Fiscal 2025. This was primarily due to an increase in earnings
available for debt service and a decrease in debt service of the company.
Current Ratio (in Times)
367“Current Ratio” is used to provide insight into whether a company can meet its immediate financial obligations using its
readily available assets. A ratio above 1 suggests the company has enough assets to cover its short-term debts. The table
below sets out the calculation of our Current Ratio, for the years indicated:
(₹ million, unless otherwise specified)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Total Current Assets (A) 589.19 325.63 86.36
Total Current Liabilities (B) 326.63 306.06 81.76
Current Ratio (in times) (A/B) 1.80 1.06 1.06
Percentage increase/(decrease) from previous year (%) * 69.54% 0.73% -
*Our Current Ratio remained constant at 1.06 times in Fiscal 2023 and Fiscal 2024 & then it increased to 1.80 times in
Fiscal 2025. This was primarily due to a proportionally higher increase in current assets in comparison to the increase in
current liabilities.
Significant factors affecting our results of operations and financial condition:
Our business is subjected to various risks and uncertainties, including those discussed in the section titled “Risk Factors”
beginning on page 38 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected
by numerous factors including the following:
1. Decrease in demand for solar power projects in India;
2. Our inability to continuously be awarded contracts for EPC of renewable energy projects;
3. Our exposure to risks if our projects are delayed or cancelled due to our inability to estimate costs of construction;
4. Restrictions in availability of electricity grid, transmission lines;
5. Our failure to maintain performance guarantees or damages arising from breach of EPC contracts;
6. Any modifications to the scope of our work or cancellations of contracts in our order book;
7. Adverse outcome in outstanding legal and regulatory proceedings involving us
8. Our diversification into group captive and third party power plant models may subject us various risks;
Material Accounting Policies and Other Explanatory Information
1. Basis of preparation, general information and statement of compliance with Ind AS
The Restated Financial Information of the Group comprise of the Standalone Restated Statement of Assets and Liabilities as
at March 31, 2025, March 31, 2024 and March 31, 2023, the Restated Statement of Profit and Loss (including Other
Comprehensive Income), the Restated Statement of Cash Flow and the Restated Statement of Changes in Equity for the year
ended March 31, 2025, March 31, 2024 and March 31, 2023, and the summary statement of material accounting Policies and
Explanatory Information (Collectively, the ‘Restated Financial Information’). These Restated Financial Information of the
company has been approved by the Board of Directors of our Company on September 17, 2025 and have been specifically
prepared by the Management of the Company for the purpose of inclusion in the Draft Red Herring Prospectus (‘DRHP’) in
connection with the proposed Initial Public Offering (‘IPO’) of its equity shares (referred to as the ‘Issue’).
The Restated Financial Information comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
the Companies Act, 2013 (‘the Act’), read with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and
other applicable guidance.
The Restated Financial Information has been prepared by the Management of the Company to comply in all material respects
with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (‘the Act’).
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ('the SEBI ICDR Regulations'); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended (the 'Guidance Note').
These Restated Financial Information have been compiled by the Management from:
368a. Audited Financial Statements for the year ended March 31, 2025 prepared in accordance with the Indian Accounting
Standards ('Ind AS') specified under Section 133 of the Act and other accounting principles generally accepted in
India, except for the presentation of comparative financial information in accordance with Ind AS 34, (the "Special
Purpose Interim Financial Statements") which have been approved by the Board of Directors at their meeting held on
August 05, 2025.
b. Special Purpose Audited Financial Statements of the Group as at and for years ended March 31, 2024 and March 31,
2023 prepared in accordance with the Indian Accounting Standards (referred to as ‘Ind AS’) as prescribed under
Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other
accounting principles generally accepted in India, which have been approved by the Board of Directors at their
meeting held on August 28, 2025.
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial Information
and are consistent with those adopted in the preparation of Audited Special Purpose Financial Statements as at and for the
year ended March 31, 2025.
In accordance with the principles of Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors and
Paragraph 40A of Ind AS 1, Presentation of Financial Statements, the management has restated the comparative financial
information for correction of certain material prior period errors pertaining to deferred tax liabilities on fair valuations of
certain investments, offsetting of tax assets and tax liabilities, recognition of prepaid CSR expenses, related tax impact and
certain balance sheet reclassifications/regroupings.
As required under Ind AS 33 - 'Earnings per share', the effect of such bonus issue is adjusted to the weighted average number
of equity shares outstanding during the reporting periods for the purpose of computing earnings per equity share for all the
period presented retrospectively. As a result, the effect of such bonus issue has been considered in this Restated Financial
Information for the purpose of calculating earnings per equity share (Refer Note 33 for further details).
These Restated Financial Information do not reflect the effects of the events that occurred subsequent to the respective dates
of board meetings held for approval of Financial Statements as at and for years ended March 31, 2025, March 31, 2024 and
March 31, 2023.
The Restated Financial Information have been prepared so as to contain information/disclosures and incorporating
adjustments set out below in accordance with the SEBI ICDR Regulations.
a) Adjustments for changes in accounting policies, correction of material errors, and retrospective
regrouping/reclassification for the financial years ended 31st March, 2023 and 31st March, 2024 to ensure consistency
with the accounting policies and presentation followed for the year ended 31st March, 2025, as applicable;
b) Do not include any qualifications requiring adjustments; and
c) Are prepared in accordance with the Companies Act, 2013, the ICDR Regulations, and the Guidance Note on Reports
in Company Prospectuses (Revised 2019) issued by the ICAI.
The Restated Financial Information are presented in and all values are stated as million, except when otherwise indicated.
Investment in Associates
Investment in entities in which there exists significant influence but not a controlling interest are accounted for under the
equity method i.e. the investment is initially recorded at cost, identifying any goodwill/capital reserve arising at the time of
acquisition, as the case may be, which will be inherent in investment. The carrying amount of the investment is adjusted
thereafter for the post acquisition change in the share of net assets of the investee, adjusted where necessary to ensure
consistency with the accounting policies. The Restated Statement of Profit and Loss includes the Group’s share of the results
of the operations of the investee.
'The Group has following investments in associates:
Ownership Ownership Ownership
Country of interest interest interest
Name of the company Relationship
Incorporation 31st March, 31st March, 31st March
2025 2024 2023
369Brightsourse Renewables Energy LLP
India Associate 20% 0% 0%
A. Basis of measurement
The Restated Financial Information have been prepared on going concern basis in accordance with accounting principles
generally accepted in India. Further, the Restated Financial Information have been prepared on historical cost basis except
for certain financial assets and financial liabilities which are measured at fair value.
B. Significant accounting judgements, estimates and assumptions
The preparation of the Restated Ind AS Financial Information requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities (including contingent liabilities)
and the accompanying disclosures. Estimates and underlying assumptions are reviewed on an ongoing basis.
C. Critical accounting estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are described below. Existing circumstances and assumptions about future developments, however, may change due to
market changes or circumstances arising that are beyond the control of The Group. Such changes are reflected in the
assumptions when they occur.
i) Taxes
Pursuant to the announcement of the changes in the corporate tax regime, the Companies have an option to either opt
for the new tax regime or continue to pay taxes as per the old tax regime together with the other benefits available to the
Companies including utilisation of the MAT credit. During the year ended 31 March2024, the Company had elected to
exercise the option permitted under Section 115BAA of the Income Tax Act, 1961 to pay corporate income tax at 22%
plus surcharge and cess (aggregating to tax rate of 25.17%). Accordingly, the Company has measured its current tax and
deferred tax charge for the year ended 31 March 2024 basis the new tax regime.
ii) Useful life of property, plant and equipment
This involves determination of the estimated useful life of property, plant and equipment. Useful life of these assets is
based on the life prescribed in Schedule II to the Companies Act, 2013 which are as follows:
Asset Group Useful Life
Building 30 years
Plant & Machinery 9-40 years
Furniture & Fixture 10 Years
Office Equipment (including End User devices) 3-6 years
Vehicles 8-10 years
iii) Fair value measurement
When the fair values of financial assets or financial liabilities recorded or disclosed in the financial statements cannot
be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including
the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not
feasible, a degree of judgement is required in establishing fair values. Judgements include consideration of inputs such
as liquidity risk, credit risk and volatility.
iv) Impairment of assets
a) Investments - The Company reviews carrying value of its investments carried at cost annually, or more
frequently when there is indication for impairments. If the recoverable amount is less than it carrying amount,
the impairment loss is accounted for.
b) Other than Investment - The Company applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the financial assets and credit risk exposure. Generally, the firm does not
370provide credit to customers except for certain Corporates. The firm applies simplified approach for calculation
of expected credit losses on trade receivables.
v) Inventories
Inventories are stated at the lower of cost and net realisable value. In estimating the net realisable value of inventories,
the Company makes an estimate of average selling prices reduced by gross profit.
Significant Accounting Policies
2.1 Current versus non-current classification
The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated
as current when it is:
• Expected to be realized or intended to be sold or consumed in normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realized within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets and their realisation in cash and cash equivalents. The
Company has identified twelve months as its operating cycle.
2.2 Property Plant & Equipment and Capital Work in Progress
Recognition and initial measurement
Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price, borrowing cost if
capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.
Any trade discount and rebates are deducted in arriving at the purchase price. Subsequent costs are included in the asset's
carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Company.
All other repair and maintenance costs are recognized in statement of profit or loss as incurred.
Subsequent measurement (depreciation and useful lives)
Subsequent expenditure relating to property, plant and equipment is capitalized only when it is probable that future economic
benefits associated with the expenditure will flow to the Company and the cost of the item can be measured reliably. All
other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts,
are charged to the Restated Standalone Statement of Profit and Loss for the period during which such expenses are incurred.
Major shut-down and overhaul expenditure is capitalised as the activities undertaken improves the economic benefits
expected to arise from the asset.
Depreciation on property, plant and equipment has been provided using Written Down Value (WDV) method using rates
determined based on management's assessment of useful economic lives of the asset.
Followings are the estimated useful lives of various category of assets used which are aligned with useful lives defined in
schedule II of Companies Act, 2013:
371Asset Group Useful Life
Building 30 years
Plant & Machinery 9-40 years
Furniture & Fixture 10 Years
Office Equipment (including End User devices) 3-6 years
Vehicles 8-10 years
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.
2.3 Impairment of non-financial assets
The carrying amount of assets, other than inventories, is reviewed at each balance sheet date to determine whether there is
any indication of impairment. If any such indication exists, the assets recoverable amount is estimated.
The impairment loss is recognised whenever the carrying amount of an asset or its cash generation unit exceeds its
recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in the uses which is
determined based on the estimated future cash flow discounted to their present values. All impairment losses are recognised
in the Statement of Profit and Loss.
An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount and is
recognised in the Statement of Profit and Loss.
2.4 Provisions, Contingent Liabilities and Contingent Assets
Provisions:
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows
(when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a
receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.
Contingent Liabilities
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses it in the financial
statements, unless the possibility of an outflow of resources embodying economic benefits is remote.
In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company.
Potential liabilities that are possible but not probable of crystalizing or are very difficult to quantify reliably are treated as
contingent liabilities. Such liabilities are disclosed in the notes but are not recognised. The cases which have been determined
as remote by the Company are not disclosed.
Contingent Assets
Contingent assets are neither recognised nor disclosed in the financial statements.
2.5 Income Tax
Current Tax
372Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income-Tax
Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted or substantially
enacted, at the reporting date.
Current income tax relating to items recognised outside the statement of profit and loss is recognised outside the statement
of profit and loss (either in other comprehensive income (OCI) or in equity). Management periodically evaluates positions
taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and
establishes provisions where appropriate.
Deferred tax:
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are recognised
for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary differences to the extent
that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised.
Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other
than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. Further, deferred tax is not recognised on the items that does not give rise to equal taxable and deductible
temporary differences. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial
recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at the end of each reporting year and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year in which the liability is
settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
the reporting year.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Current and deferred tax are recognised in profit and loss except when they are relating to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity respectively.
2.6 Employee Benefits
Short-term Employee Benefits:
A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick/
contingency leave in the year the related service is rendered at the undiscounted amount of the benefits expected to be paid
in exchange for that service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange for the related service.
Post-employment benefit plans:
Defined Contribution Plans: A defined contribution plan is post-employment benefit plan under which an entity pays
specified contributions to separate entity and has no obligation to pay any further amounts. The Company makes specified
obligations towards employee provident fund and employee state insurance to Government administered provident fund
scheme and ESI scheme which is a defined contribution plan. The Company’s contributions are recognised as an expense in
the Restated Standalone Statement of Profit and Loss during the period in which the employee renders the related service.
Defined benefit plans: Gratuity being a defined benefit scheme is accrued based on actuarial valuations, carried out by an
independent actuary as at the balance sheet date using the projected unit credit method. These contributions are covered
through Company Gratuity Scheme with Life Insurance Corporation of India and are charged against revenue.
373Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the
return on plan assets (excluding interest), is reflected immediately in the Standalone Balance Sheet with a charge or credit
recognised in other comprehensive income in the year in which they occur.
Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be
reclassified to Standalone Statement of Profit and Loss. Past service cost is recognised in Standalone Statement of Profit and
Loss in the year of a plan amendment or when the Company recognizes corresponding restructuring cost whichever is earlier.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. Defined benefit costs are
categorised as follows:
1. Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
2. Net interest expense or income; and
3. Re-measurement
The Company presents the first two components of defined benefit costs in Standalone Statement of Profit and Loss in the
line item ‘Employee benefits expenses’.
Curtailment gains and losses are accounted for as past service costs. The retirement benefit obligation recognised in the
Standalone Balance Sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus
resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from
the plans or reductions in future contributions to the plans. For the purpose of presentation of defined benefit plans, the
allocation between short term and long term provisions has been made as determined by an actuary.
2.7 Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
a) Financial assets
Initial recognition and measurement
All Financial assets (except investment in subsidiaries) is initially recognised at fair value and, for an item not at FVTPL,
transaction costs that are directly attributable to its acquisition or issue. Purchases and sales of financial assets are
recognised on the trade date, which is the date on which the Company becomes a party to the contractual provisions of
the instrument.
Classification of financial assets
Financial assets are classified, at initial recognition and subsequently measured at amortised cost, fair value through
other comprehensive income (FVOCI), and fair value through profit and loss (FVTPL).
➢ A financial asset is measured at amortized cost if it meets both of the following conditions:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flow; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
This category is the most relevant to the Company. After initial measurement, such financial assets are subsequently
measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into
account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the
profit or loss. This category generally applies to trade and other receivables.
➢ A financial asset is measured through Other Comprehensive Income (FVOCI) if it meets both of the following
conditions:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal outstanding amount.
374Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair
value. Fair value movements are recognised in the Other Comprehensive Income (OCI). However, the Company
recognises interest income, impairment losses & reversals and foreign exchange gain or loss in the Statement of Profit
and Loss. On de-recognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the
equity to Statement of Profit and Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest
income using the EIR method.
➢ A financial asset is measured through Profit and Loss account (FVTPL) if it meets both of the following conditions:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows
and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal outstanding amount.
FVTPL is a residual category for debt instruments and default category for equity instruments. Financial assets included
within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortised cost or FVTOCI
criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or
recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any debt instrument
as at FVTPL.
De-recognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when
it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.
On derecognition of a financial asset, the difference between the asset’s carrying amount and the sum of the consideration
received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and
accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit
or loss on disposal of that financial asset.
Impairment of financial assets
The Company applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the
financial assets and credit risk exposure. Generally, the firm does not provide credit to customers except for certain
Corporates. The firm applies simplified approach for calculation of expected credit losses on trade receivables.
Effective Interest Method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs
and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter
period, to the net carrying amount on initial recognition.
Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at
FVTPL. Interest income is recognized in the Standalone statement of profit and loss and is included in the ‘Other income’
line item.
b) Financial liabilities
Financial liabilities are classified, at initial recognition as at amortised cost or fair value through profit or loss. The
measurement of financial liabilities depends on their classification, as described below:
At amortised cost
This is the category most relevant to the Company. After initial recognition, financial liabilities are subsequently
measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities
are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of profit and loss.
375At fair value through profit or loss (FVTPL)
Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as
at FVTPL.
➢ A financial liability is classified as held for trading if:
• It has been incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages
together and has a recent actual pattern of short-term profit-taking; or
• it is a derivative that is not designated and effective as a hedging instrument.
➢ A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial
recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would
otherwise arise;
• the financial liability forms part of a Company of financial assets or financial liabilities or both, which is
managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented
risk management or investment strategy, and information about the Companying is provided internally on that
basis; or
• it forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire
combined contract to be designated as at FVTPL in accordance with Ind AS 109.
Derecognition:
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. The
difference in the respective carrying amounts is recognised in the statement of profit or loss.
2.8 Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
2.9 Revenue Recognition
Sale of Goods
The Company recognises revenue when control over the promised goods or services is transferred to the customer at an
amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Revenue is adjusted for variable consideration such as discounts, rebates, refunds, credits, price concessions, incentives, or
other similar items in a contract when they are highly probable to be provided. The amount of revenue excludes any amount
collected on behalf of third parties.
The Company recognises revenue generally at the point in time when the products are delivered to customers. In contracts
where freights are arranged by Company and recovered from the customers, the same is treated as a separate performance
obligation and revenue is recognised when such freight services are rendered.
Interest Income
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.
2.10 Earnings per share
Basic earnings per share is computed using the net profit for the year attributable to the shareholders' and weighted average
number of equity shares outstanding during the year.
Diluted earnings per share is computed using the net profit for the year attributable to the shareholders' and weighted average
number of equity shares.
376The weighted average number of shares outstanding during the period includes the weighted average number of equity shares
that could have issued upon conversion of all dilutive potential.
2.11 Cash flow statement
Statement of cash flows is prepared in accordance with the indirect method prescribed in the IND AS 7. For the purpose of
presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, cheques and drafts on hand,
deposits held with Banks, other short term, highly liquid investments with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and book
overdrafts. However, Book overdrafts are shown within borrowings in current liabilities in the balance sheet for the purpose
of presentation.
2.12 Foreign currency transactions
The functional currency of the Company is determined on the basis of the primary economic environment in which it
operates. The functional currency of the Company is Indian National Rupee (INR).
The transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of
exchange prevailing at the dates of the transactions. At the end of each reporting year, monetary items denominated in foreign
currencies are retranslated at the rates prevailing at the reporting date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on settlement or translation of monetary items are recognised in statement of profit and loss in
the year in which they arise except for:
➢ Exchange differences on foreign currency borrowings relating to assets under construction for future productive use,
which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign
currency borrowings;
➢ Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is
neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and reclassified from equity to Statement of Profit and Loss on
repayment of the monetary items; and
➢ Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
2.13 Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that
necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets,
until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in the Statement of Profit and Loss in the year in which they are incurred.
The Company determines the amount of borrowing costs eligible for capitalisation as the actual borrowing costs incurred on
that borrowing during the year less any interest income earned on temporary investment of specific borrowings pending their
expenditure on qualifying assets, to the extent that an entity borrows funds specifically for the purpose of obtaining a
qualifying asset. In case if the Company borrows generally and uses the funds for obtaining a qualifying asset, borrowing
costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on that asset.
2.14 Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost means:
• Cost of raw materials include cost of purchase and other costs incurred in bringing the inventories to their present location
and condition.
• Cost of semi-finished, finished goods and work in progress include cost of direct materials and labour and a proportion of
manufacturing overheads based on the normal operating capacity but excluding borrowing costs.
377NRV means:
Net realizable value is the estimated selling price in the ordinary course of business, less estimated cost of completion and
estimated cost necessary to make the sale.
The basis of determining cost for various categories of inventories are as follows:
Raw Material: First in First Out Method (FIFO)
Stores & Spares: First in First Out Method (FIFO)
Finished Goods: Cost or NRV, whichever is lower
2.15 Government Grants
Government grants are recognised where there is reasonable assurance that the grant will be received and all attached
conditions will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis
over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an
asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and
released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset by
equal annual instalments. When loans or similar assistance are provided by governments or related institutions, with an
interest rate below the current applicable market rate, the effect of this favourable interest is regarded as a government grant.
The loan or assistance is initially recognised and measured at fair value, and the government grant is measured as the
difference between the initial carrying value of the loan and the proceeds received. The loan is subsequently measured as per
the accounting policy applicable to financial liabilities.
Export incentives under various schemes are recognized as income when the right to receive such entitlements/ credit as per
the terms of the respective schemes is established and where there is no significant uncertainty regarding the ultimate
collection of the relevant export proceeds.
2.16 Insurance Claims
The Company accounts for insurance claims as under:
In case of total loss of asset by transferring, either the carrying cost of the relevant asset or insurance value (subject to
deductibles), whichever is lower under the head “Claims Recoverable – Insurance” on intimation to Insurer. In case insurance
claim is less than carrying cost, the difference is charged to Profit and Loss Account.
In case of partial or other losses, expenditure incurred / payments made to put such assets back into use, to meet third party
or other liabilities (less policy deductibles) if any, are accounted for as “Claims Recoverable – Insurance”. Insurance Policy
deductibles are expensed in the year the corresponding expenditure is incurred.
As and when claims are finally received from Insurer, the difference, if any, between Claims Recoverable – Insurance and
claim received is adjusted to Profit and Loss Account.
2.17 Events occurring after the balance sheet date
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of the
financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the
financial statements. There are no subsequent events to be recognised or reported that are not already disclosed.
If the hedging instrument expires or is sold, terminated or exercised without replacement or rollover (as part of the hedging
strategy), or if its designation as a hedge is revoked, or when the hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss previously recognised in OCI remains separately in equity until the forecast transaction occurs
or the foreign currency firm commitment is met.
2.18 Impairment of non-financial assets
At the end of each reporting year, the group reviews the carrying amounts of its property, plant and equipment and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication
exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where
378it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data for similar assets or observable market prices less incremental costs for disposing of the asset. The value in
use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not
include restructuring activities that the Company is not yet committed to or significant future investments that will enhance
the asset’s performance being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as
well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most
relevant to goodwill and other intangibles with indefinite useful lives recognised by the group.
Key Components of The Company’s Balance Sheet
The following table sets forth select financial data derived from our restated statement of Balance Sheet as at Fiscal 2025,
2024, and 2023:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Assets
Property, Plant & Equipment 20.12 13.32 5.79
Inventories 284.77 125.84 37.87
Financial Assets - Trade receivables 49.50 43.60 10.00
Financial Assets - Cash and cash equivalents 50.17 8.81 1.29
Financial Assets - Loans 95.19 81.03 20.21
Other Current Assets 109.56 66.35 16.99
Liabilities
Non-Current Borrowings 39.45 6.21 2.51
Financial Liabilities - Trade Payables 29.29 26.50 11.16
Other Current Liabilities 208.45 251.70 67.81
A) Property, Plant & Equipment:
The following are the details of “Property, Plant & Equipment”:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Property, Plant & Equipment 20.12 13.32 5.79
Total 20.12 13.32 5.79
The company’s Property, Plant & Equipment has increased from ₹5.79 million in Fiscal 2023 to ₹13.32 million in Fiscal
2024 to ₹20.12 million in Fiscal 2025. The company has purchased Plant & machinery of ₹3.03 million, Land of ₹3.77
million, vehicle of ₹1.04 million, office equipment of ₹0.78 million which has contributed to the overall increase in Property,
Plant & Equipment in Fiscal 2024. Further, the company has purchased Building of ₹3.54 million, vehicle of ₹2.91 million,
office equipment of ₹2.58 million, Plant & machinery of ₹1.11 million, which has contributed to the overall increase in
Property, Plant & Equipment in Fiscal 2025.
B) Inventories
The company’s inventory has increased due to an increase in overall purchases of the company, which is in line with the
growing operations of the company. The following are the details of the Inventories of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Raw Materials 56.95 25.17 7.57
Work in progress 199.34 88.09 26.51
Stores & spares 28.48 12.58 3.79
Total 284.77 125.84 37.87
379C) Trade Receivables
Trade receivables refer to outstanding dues from customers that remain unpaid. The company has the policy to collect the
majority of the amount due from customers till the time of completion of the project resulting in lower trade receivables. The
following are the details of the Trade receivables of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Trade receivables 49.50 43.60 10.00
Total 49.50 43.60 10.00
D) Cash & Cash Equivalents
The company’s Cash & Cash equivalents increased due to an increase in bank balance in the Current Account and Cash in
Hand, which is in line with the growing operations of the company. The following are the details of the Cash & Cash
Equivalents of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Balance in current accounts 47.77 7.61 0.45
Cash on hand 2.40 1.20 0.84
Total 50.17 8.81 1.29
E) Financial Assets – Loans (Current)
The company’s ‘Financial assets – Loans (Current)’ increased from ₹20.21 million in Fiscal 2023 to ₹81.03 million in Fiscal
2024 to ₹95.19 million in Fiscal 2025 due to an increase in advances to others. The following are the details of the ‘Financial
assets – Loans (Current)’ of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Loans & Advances to employees 5.72 3.03 0.11
Loans & Advances to Related Parties 10.53 18.08 18.70
Loans & Advances to Others 78.94 59.92 1.40
Total 95.19 81.03 20.21
F) Other Current Assets
The company’s other current assets increased from ₹16.99 million in Fiscal 2023 to ₹66.35 million in Fiscal 2024 to ₹109.56
million in Fiscal 2025 due to an increase in Advances to suppliers & increase in Balance receivable with government
authorities. The following are the details of Other Current Assets of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Advance to Supplier 77.07 49.65 14.12
Balances with Government authorities 32.39 16.70 2.87
Interest Receivables - 0.00 -
Prepaid Exps. 0.10 - -
Total 109.56 66.35 16.99
G) Non-Current Borrowings
The company’s non-current borrowings increased from ₹2.51 million in Fiscal 2023 to ₹6.21 million in Fiscal 2024 to ₹39.45
million in Fiscal 2025, mainly due to an increase in Vehicle Loans & Unsecured loans taken from Directors. The following
are the details of Non-Current Borrowings of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Secured - Vehicle Loan from Bank - 1.37 2.38
380Unsecured - From Directors/Relatives of Director 39.45 4.84 0.13
Total 39.45 6.21 2.51
H) Trade Payables
Trade payables include dues payable to creditors. The company’s payables have increased from ₹11.16 million in Fiscal
2023 to ₹26.50 million in Fiscal 2024 to ₹29.29 million in Fiscal 2025, in line with the growing expenses of the company.
The following are details of the Trade Payables of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Outstanding from Micro, Small & Medium Enterprises (MSME) 27.50 18.20 7.45
Outstanding from other than MSME 1.79 8.30 3.71
Total 29.29 26.50 11.16
I) Other Current Liabilities
The company’s other current liabilities changed from ₹67.81 million in Fiscal 2023 to ₹251.70 million in Fiscal 2024 to
₹208.45 million in Fiscal 2025, mainly due to changes in advances from customers. The following are details of Other
Current liabilities of the company:
(₹ in Millions)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Statutory Dues 1.34 0.89 2.58
Advance from Customers 207.11 247.57 65.23
Liability for Expenses - 3.24 0.00
Total 208.45 251.70 67.81
Results of Our Operation
The following discussion on results of operations should be read in conjunction with the Restated Financial Information of
our Company for the fiscal years ended on 2025, 2024 and 2022:
(₹ in Millions)
For the Year Ended
Particulars March % of Total March % of Total March % of Total
31, 2025 Revenue 31, 2024 Revenue 31, 2023 Revenue
Revenue:
Revenue from Operations 2,988.02 100.00% 684.26 99.99% 418.36 100.00%
Other income 0.01 0.00% 0.05 0.01% 0.01 0.00%
Total income 2,988.03 100.00% 684.31 100.00% 418.37 100.00%
Expenses:
Cost of Materials Consumed 2,645.51 88.54% 665.55 97.26% 339.35 81.11%
Changes in Inventories of Work-in-
(127.14) (4.26%) (70.37) (10.28%) 61.91 14.80%
progress & Stores & Spares
Employee benefits expense 28.09 0.94% 11.54 1.69% 5.14 1.23%
Finance costs 0.16 0.01% 0.24 0.03% 0.32 0.08%
Depreciation and amortisation expense 4.35 0.15% 1.97 0.29% 2.03 0.49%
Other expenses 87.42 2.93% 29.50 4.31% 6.26 1.50%
Total expenses 2,638.40 88.30% 638.43 93.30% 415.01 99.20%
Profit before tax 349.63 11.70% 45.88 6.70% 3.36 0.80%
Tax expense
(i) Current tax 88.75 2.97% 16.25 2.37% 1.45 0.35%
381(ii) Deferred tax (0.71) (0.02%) (0.30) (0.04%) (0.31) (0.07%)
Net Tax Expenses 88.05 2.95% 15.95 2.33% 1.14 0.27%
Profit for the year 261.58 8.75% 29.93 4.37% 2.22 0.53%
KEY COMPONENTS OF THE COMPANY’S PROFIT AND LOSS STATEMENT
Revenue from operations: Revenue from operations mainly consists of Revenue from the Sale of goods & services.
Other Income: Other Income consists of interest income, other income, etc.
Expenses: Company’s expenses consist of the cost of materials consumed, Changes in Inventories of Work-in-progress &
Stores & Spares, employee benefit expenses, finance cost, depreciation and amortisation expenses, & Other Expenses.
Cost of Materials Consumed: Cost of materials consumed refers to the cost incurred for the execution of projects & also
includes site expenses.
Changes in Inventories of Work-in-progress & Stores & Spares: It refers to the difference between the closing & opening
inventories of Work-in-progress & Stores & Spares.
Employee Benefits Expense: Employee benefit expenses include Salaries, Wages & Bonus, remuneration to
Directors/Partners, contributions to provident and other funds, staff welfare expenses, Gratuity Expenses, etc.
Finance Cost: Finance Cost includes Interest paid on bank loans & interest paid for statutory delays.
Depreciation and Amortization Expense: We recognize Depreciation and Amortization expense on a WDV basis as per
the rates outlined in the Companies Act, 2013/ Companies Act, 1956, as applicable.
Other Expenses: Other expenses include commission on sales, Freight expenses, Installation expenses, legal and
professional fees, Rent expenses, Repairs & Maintenance expenses, security expenses, vehicle expenses, travelling &
Conveyance expenses, etc.
FISCAL 2025 COMPARED WITH FISCAL 2024
(₹ in Millions)
For the Year Ended
Particulars % Change
March 31, 2025 March 31, 2024
Revenue:
Revenue from Operations 2,988.02 684.26 336.68%
Other income 0.01 0.05 (75.14%)
Total income 2,988.03 684.31 336.65%
Expenses:
Cost of Materials Consumed 2,645.51 665.55 297.49%
Changes in Inventories of Work-in-progress & Stores & Spares (127.14) (70.37) 80.69%
Employee benefits expense 28.09 11.54 143.33%
Finance costs 0.16 0.24 (32.95%)
Depreciation and amortisation expense 4.35 1.97 120.47%
Other expenses 87.42 29.50 196.37%
Total expenses 2,638.40 638.43 313.26%
Profit before tax 349.63 45.88 662.13%
Tax expense
(i) Current tax 88.75 16.25 446.14%
(ii) Deferred tax (0.70) (0.30) 139.53%
Net Tax Expenses 88.05 15.95 451.89%
Profit for the year 261.58 29.93 773.93%
382Revenue from Operation
Revenue from operations has increased by 336.68% from ₹684.26 million in Fiscal 2024 to ₹2,988.02 million in Fiscal 2025.
The table below sets forth the revenue bifurcation of the company:
Particulars Fiscal 2025 Fiscal 2024
₹ in million % of Revenue ₹ in million % of Revenue % Change
from Operations from Operations
Revenue from Contract with Customers:
Revenue from EPC Contracts 2 ,953.31 9 8.84% 6 58.81 9 6.28% 3 48.28%
Of which:
Revenue from EPC of ground- 2,853.66 95.50% 398.79 58.28% 615.58%
mounted solar power projects
Revenue from EPC of rooftop 99.65 3.34% 260.01 38.00% (61.67%)
solar power projects
Revenue from the trading of 6.53 0.22% 18.46 2.70% (64.63%)
Solar Components
Revenue from O&M services 28.18 0.94% 6.99 1.02% 303.15%
Revenue from Operations 2,988.02 100.00% 684.26 100.00% 336.68%
The company’s revenue increased due to the following reasons: -
a) Increase in Revenue from Solar EPC Projects – The company has executed 31 Solar EPC projects with capacity of
87.73 MWDC worth ₹2,953.31 millions in FY 2024-25 in comparison to 16 Solar EPC projects with capacity of 19.53
MWDC worth ₹658.81 millions in FY 2023-24. The following table shows the bifurcation of EPC projects executed by
the company:
Particulars FY 2024-25 FY 2023-24
No. of Capacity Amount (₹ in No. of Capacity Amount (₹ in
Projects (MWDC) millions) Projects (MWDC) millions)
Ground Mounted Solar EPC Projects 25 84.20 2,853.66 7 12.70 398.79
Rooftop Solar EPC Projects 6 3.53 99.65 9 6.83 260.01
Total 31 87.73 2,953.31 16 19.53 658.81
The company has executed 25 ground mounted solar EPC projects with a capacity of 84.20 MWDC worth ₹2,853.66 millions
in FY 2024-25 in comparison to 7 ground mounted solar EPC projects with a capacity of 12.70 MWDC worth ₹398.79
millions in FY 2023-24. This increase led to substantial growth in revenue of the company during the year. This increase
was offset by a decrease in revenue from Rooftop Solar EPC Projects which decreased from 9 Rooftop solar EPC projects
with a capacity of 6.83 MWDC worth ₹260.01 millions in FY 2023-24 to 6 Rooftop solar EPC projects with a capacity of
3.53 MWDC worth ₹99.65 millions in FY 2024-25.
b) Increase in Revenue from O&M Services – During FY 2024-25, the company has secured new O&M projects raising
the total capacity to 85.50 MWDC in comparison to 17.00 MWDC in FY 2023-24. This has increased the revenue from
O&M services to ₹28.10 million in comparison to ₹6.99 million in FY 2023-24.
Other Income
Other income has decreased by ₹0.04 million from ₹0.05 million in Fiscal 2024 to ₹0.01 million in Fiscal 2025, mainly due
to a decrease in interest income by ₹0.05 million. This decrease was offset by an increase in other income by ₹0.01 million.
Cost of Materials Consumed
Cost of Materials consumed increased by 297.49% from ₹665.55 million in Fiscal 2024 to ₹2,645.51 million in Fiscal 2025.
This increase was mainly due to an increase in purchases of the company from ₹665.64 million in Fiscal 2024 to ₹2,565.32
million in Fiscal 2025, which is in line with the growing operations of the company.
Employee Benefit Expenses
383Employee benefit expenses had increased by 143.33% from ₹11.54 million in Fiscal 2024 to ₹28.09 million in Fiscal 2025.
This increase was primarily due to an increase in Salary, wages & Bonus, an increase in the contribution to Provident &
Other funds, etc. The changes in employee benefit expenses are as follows:
(₹ in Million)
Particulars For the year ended March 31, % of Change
2025 2024
Salary, Wages & Bonus 22.47 7.84 186.70%
Remuneration to Directors/Partners 2.40 1.60 50.00%
Contribution to Provident and Other Funds 1.75 0.18 898.81%
Gratuity Expenses 0.77 0.21 264.59%
Staff Welfare Expenses 0.70 1.71 (59.08%)
Total 28.09 11.54 143.33%
Finance Cost
Finance Cost had decreased by 32.95% from ₹0.24 million in Fiscal 2024 to ₹0.16 million in Fiscal 2025. This decrease was
primarily due to a decrease in interest on bank loans. The changes in the finance costs are as follows:
(₹ in Million)
Particulars For the year ended March 31, % of Change
2025 2024
Interest On Bank Loan 0.13 0.22 (40.82%)
Interest On TDS 0.03 0.01 151.52%
Interest On GST - 0.01 (100.00%)
Total 0.16 0.24 (32.95%)
Depreciation and Amortization Expenses
Depreciation had increased by 120.47% from ₹1.97 million in Fiscal 2024 to ₹4.35 million in Fiscal 2025. This was primarily
due to the addition of property, plant and equipment and intangible assets of ₹11.29 million by company during Fiscal 2025.
Other Expenses
Other expenses had increased by 196.37% from ₹29.50 million in Fiscal 2024 to ₹87.42 million in Fiscal 2025. The increase
was primarily due to the following changes:
(₹ in Million)
Particulars For the year ended March 31, % of Change
2025 2024
Advertisement & Publicity 1.52 1.31 15.93%
Audit Fees 0.15 0.07 114.29%
Bank Charges 0.02 0.02 (16.84%)
Commission on Sales 8.35 0.70 1,092.86%
Office Expenses 0.02 1.38 (98.55%)
Power & Fuel Expenses 0.29 0.02 1,188.40%
Freight Expenses 5.80 1.03 464.68%
Installation Expenses 27.56 10.05 174.19%
Factory Expenses 0.89 - -
Non-Agriculture Certification Fees 2.60 - -
Insurance Expenses 1.19 0.22 438.84%
Legal & Professional 4.91 1.05 367.51%
Donations 0.16 0.11 45.90%
Rent Expense 5.53 0.74 644.43%
Repairs & Maintenance 5.43 0.91 496.26%
Security Expenses 7.59 0.36 2,028.44%
Telephone & Internet Cost 1.41 0.23 515.11%
Tender Fees 3.43 1.31 161.80%
Travelling & Conveyance Expenses 2.68 1.86 44.26%
Vehicle Expenses 4.38 2.25 94.30%
Warehousing Expenses - 0.42 (100.00%)
Misc. Expenses 3.50 5.46 (35.92%)
384Loss from Associates 0.01 - -
87.42 29.50 196.37%
Tax Expenses
The Company’s tax expenses had increased by ₹72.10 million from ₹15.95 million in the fiscal 2024 to ₹88.05 million in
fiscal 2025. This was primarily due to an increase in current tax expenses from ₹ 16.25 million in the fiscal 2024 to ₹88.75
million in the fiscal 2025.
Profit after Tax
During Fiscal 2025, our company reported a net profit of ₹261.58 million, reflecting a significant increase from ₹29.93
million in Fiscal 2024. This growth is primarily attributed to an improvement in the company’s profit margin, which rose
from 4.37% in Fiscal 2024 to 8.75% in Fiscal 2025.
The increase in profit margin is mainly due to a reduction in key cost components as a percentage of total income:
• Cost of Goods Sold decreased by 2.70%, from 86.98% in Fiscal 2024 to 84.28% in Fiscal 2025.
• Employee benefit expenses dropped by 0.75%, from 1.69% in Fiscal 2024 to 0.94% in Fiscal 2025.
• Depreciation and amortization expenses declined by 0.14%, from 0.29% in Fiscal 2024 to 0.15% in Fiscal 2025.
• Other expenses reduced by 1.38%, from 4.31% in Fiscal 2024 to 2.93% in Fiscal 2025.
Particulars For the Year ended Decrease
(%)
March 31, 2025 March 31, 2024
Amount % of Amount % of
(₹ in Total (₹ in Total
millions) Income millions) Income
Total Income 2,988.03 - 684.31 - -
Cost of Goods Sold 2,518.37 84.28% 595.19 86.98% 2.69%
Employee benefits expense 28.09 0.94% 11.54 1.69% 0.75%
Depreciation and amortisation expense 4.35 0.15% 1.97 0.29% 0.14%
Other expenses 87.42 2.93% 29.50 4.31% 1.38%
These reductions in costs, alongside increased operational efficiency, were the key drivers of improved profitability in Fiscal
2025.
FISCAL 2024 COMPARED WITH FISCAL 2023
(₹ in Million)
Particulars For the year ended % Change
March 31, 2024 March 31, 2023
Revenue:
Revenue from Operations 684.26 418.36 63.56%
Other income 0.05 0.01 290.83%
Total income 684.31 418.37 63.57%
Expenses:
Cost of Materials Consumed 665.55 339.35 96.13%
Changes in Inventories of Work-in-progress & Stores & Spares (70.37) 61.91 (213.66%)
Employee benefits expense 11.54 5.14 124.58%
Finance costs 0.24 0.32 (24.59%)
Depreciation and amortisation expense 1.97 2.03 (3.02%)
Other expenses 29.50 6.26 371.28%
Total expenses 638.43 415.01 53.84%
Profit before tax 45.88 3.36 1,265.82%
Tax expense
(i) Current tax 16.25 1.45 1,021.49%
(ii) Deferred tax (0.30) (0.31) (4.61%)
385Net Tax Expenses 15.95 1.14 1,301.04%
Profit for the year 29.93 2.22 1,248.20%
Revenue from Operation
Revenue from operations has increased by 63.56% from ₹418.36 Million in Fiscal 2023 to ₹684.26 Million in Fiscal 2024.
The table below sets forth the revenue bifurcation of the company:
Fiscal 2024 Fiscal 2023
Particulars % of Revenue % of Revenue % Change
₹ in million ₹ in million
from Operations from Operations
Revenue from Contract with Customers:
Revenue from EPC Contracts 658.81 96.28% 382.06 91.32% 72.44%
Of which:
Revenue from EPC of ground-
398.79 58.28% 127.84 30.56% 211.95%
mounted solar power projects
Revenue from EPC of rooftop solar
260.01 38.00% 254.22 60.77% 2.28%
power projects
Revenue from the trading of Solar
18.46 2.70% 33.47 8.00% (44.84%)
Components
Revenue from operations and
6.99 1.02% 2.83 0.68% 146.86%
maintenance services
Revenue from Operations 684.26 100.00% 418.36 100.00% 63.56%
The company’s revenue increased due to the following reasons: -
a) Increase in Revenue from Solar EPC Projects – The company has executed 16 Solar EPC projects with capacity of
19.53 MWDC worth ₹658.81 millions in FY 2023-24 in comparison to 10 Solar EPC projects with capacity of 16.34
MWDC worth ₹382.06 millions in FY 2022-23. The following table shows the bifurcation of EPC projects executed by
the company:
FY 2023-24 FY 2023-24
Particulars No. of Capacity Amount (₹ No. of Capacity Amount (₹
Projects (MWDC) in millions) Projects (MWDC) in millions)
Ground Mounted Solar EPC Projects 7 12.70 398.79 3 12.80 127.84
Rooftop Solar EPC Projects 9 6.83 260.01 7 3.54 254.22
Total 16 19.53 658.81 10 16.34 382.06
The company has executed 7 ground mounted solar EPC projects with a capacity of 12.70 MWDC worth ₹398.79 millions
in FY 2023-24 in comparison to 3 ground mounted solar EPC projects with a capacity of 12.80 MWDC worth ₹127.84
millions in FY 2022-23. This increase led to substantial growth in revenue of the company during the year. Further, revenue
from rooftop solar EPC projects also increased from ₹254.22 million (7 Rooftop solar EPC projects with a capacity of 3.54
MWDC) in FY 2022-23 to ₹260.01 million (9 Rooftop solar EPC projects with a capacity of 6.83 MWDC) in FY 2023-24.
b) Increase in Revenue from O&M Services – During FY 2023-24, the company has secured new O&M projects raising
the total capacity to 17.00 MWDC in comparison to 13.80 MWDC in FY 2022-23. This has increased the revenue from
O&M services to ₹6.99 million in comparison to ₹2.83 million in FY 2022-23.
Other Income
Other income has increased by 290.83% from ₹0.01 million in Fiscal 2023 to ₹0.05 million in Fiscal 2024, mainly due to an
increase in interest income by ₹0.04 million.
Cost of Materials Consumed
386Cost of Materials consumed increased by 96.13% from ₹339.35 million in Fiscal 2023 to ₹665.55 million in Fiscal 2024.
This increase was mainly due to an increase in purchases of the company from ₹278.24 million in Fiscal 2023 to ₹665.64
million in Fiscal 2024, which is in line with the growing operations of the company.
Employee Benefit Expenses
Employee benefit expenses had increased by 124.58% from ₹5.14 million in Fiscal 2023 to ₹11.54 million in Fiscal 2024.
This increase was primarily due to an increase in Salary, wages & Bonus, an increase in the remuneration to
directors/partners, an increase in staff welfare expenses, etc. The changes in employee benefit expenses are as follows:
(₹ in Million)
Particulars For the year ended March 31, % of Change
2024 2023
Salary, Wages & Bonus 7.84 4.01 95.46%
Remuneration to Directors/Partners 1.60 0.96 66.67%
Contribution to Provident and Other Funds 0.18 0.02 763.06%
Gratuity Expenses 0.21 0.09 134.36%
Staff Welfare Expenses 1.71 0.06 2,807.47%
Total 11.54 5.14 124.58%
Finance Cost
Finance Cost had decreased by 24.59% from ₹0.32 million in Fiscal 2023 to ₹0.24 million in Fiscal 2024. This decrease was
primarily due to a decrease in interest on bank loans. The changes in the finance costs are as follows:
(₹ in Million)
Particulars For the year ended March 31, % of
2024 2023 Change
Interest On Bank Loan 0.22 0.31 (30.34%)
Interest On TDS 0.01 0.01 112.10%
Interest On GST 0.01 - -
Total 0.24 0.32 (24.59%)
Depreciation and Amortization Expenses
Depreciation had decreased by 3.02% from ₹2.03 million in Fiscal 2023 to ₹1.97 million in Fiscal 2024. This was primarily
due to the depreciation charged on Vehicles during the year.
Other Expenses
Other expenses had increased by 371.58% from ₹6.26 million in Fiscal 2023 to ₹29.50 million in Fiscal 2024. The increase
was primarily due to the following changes:
(₹ in Million)
Particulars For the year ended March 31, % of Change
2024 2023
Advertisement & Publicity 1.31 - -
Audit Fees 0.07 0.04 75.00%
Bank Charges 0.02 0.09 (79.20%)
Commission on Sales 0.70 - -
Office Expenses 1.38 1.61 (14.18%)
Power & Fuel Expenses 0.02 0.03 (27.73%)
Freight Expenses 1.03 0.94 9.27%
Installation Expenses 10.05 - -
Insurance Expenses 0.22 0.18 24.83%
Legal & Professional 1.05 0.04 2,736.39%
Donations 0.11 0.62 (82.03%)
Rent Expense 0.74 0.30 144.25%
Repairs & Maintenance 0.91 0.03 2,996.59%
Security Expenses 0.36 - -
Telephone & Internet Cost 0.23 0.01 1,808.61%
Tender Fees 1.31 - -
Travelling & Conveyance Expenses 1.86 1.92 (3.25%)
387Vehicle Expenses 2.25 0.37 504.55%
Warehousing Expenses 0.42 - -
Misc. Expenses 5.46 0.08 6,482.67%
29.50 6.26 371.28%
Tax Expenses
The Company’s tax expenses had increased by ₹14.81 million from ₹1.14 million in the fiscal 2023 to ₹15.95 million in the
fiscal 2024. This was primarily due to an increase in current tax expenses from ₹1.45 million in the fiscal 2023 to ₹16.25
million in the fiscal 2024.
Profit after Tax
During Fiscal 2024, our company reported a net profit of ₹29.93 million, reflecting a significant increase from ₹2.22 million
in Fiscal 2023. This growth is primarily attributed to an improvement in the company’s profit margin, which rose from 0.53%
in Fiscal 2023 to 4.37% in Fiscal 2024.
The increase in profit margin is mainly due to a reduction in key cost components as a percentage of total income:
• Cost of Goods Sold decreased by 8.93%, from 95.91% in Fiscal 2023 to 86.98% in Fiscal 2024.
• Depreciation and amortization expenses declined by 0.20%, from 0.49% in Fiscal 2023 to 0.29% in Fiscal 2024.
• Finance Costs reduced by 0.05%, from 0.08% in Fiscal 2023 to 0.03% in Fiscal 2024.
This decrease was partially offset by increase in the following:
• Employee benefit expenses increased by 0.46%, from 1.23% in Fiscal 2023 to 1.69% in Fiscal 2024.
• Other expenses increased by 2.81%, from 1.50% in Fiscal 2023 to 4.31% in Fiscal 2024.
For the Year ended
March 31, 2024 March 31, 2023
Particulars Decrease (%)
Amount (₹ % of Total Amount (₹ % of Total
in millions) Income in millions) Income
Total Income 684.31 - 418.37 - -
Cost of Goods Sold 595.19 86.98% 401.26 95.91% 8.93%
Employee benefits expense 11.54 1.69% 5.14 1.23% (0.46%)
Finance Cost 0.24 0.03% 0.32 0.08% 0.05%
Depreciation and amortisation expense 1.97 0.29% 2.03 0.49% 0.20%
Other expenses 29.50 4.31% 6.26 1.50% (2.81%)
These reductions in costs, alongside increased operational efficiency, were the key drivers of improved profitability in Fiscal
2024.
Cash Flows
(₹ in Million)
For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net Cash from Operating Activities (5.62) 10.80 (1.46)
Net Cash from Investing Activities (17.82) (13.93) (0.33)
Net Cash from Financing Activities 64.80 10.65 (6.21)
Net (decrease)/increase in cash and cash equivalents 41.36 7.52 (8.00)
Cash and cash equivalents at the beginning of the year 8.81 1.29 9.29
Cash and cash equivalents at the end of the year 50.17 8.81 1.29
Cash Flows from Operating Activities
For the financial year ended March 31, 2025
388Our net cash used in operating activities was (₹5.62) million for the fiscal year 2025. Our operating profit before working
capital changes was ₹354.14 million for the fiscal year 2025 which was primarily adjusted against increase in inventories by
(₹158.93) million, increase in trade receivables by (₹5.89) million, increase in current financial assets - loans by (₹14.16)
million, increase in other current assets by (₹43.21) million, increase in trade payables by ₹2.78 million, decrease in other
current liabilities by (₹43.26) million, decrease in current provisions by (₹8.23) million and net income tax paid of (₹88.75)
million.
For the financial year ended March 31, 2024
Our net cash generated from operating activities was ₹10.80 million for the fiscal year 2024. Our operating profit before
working capital changes was ₹48.09 million for the fiscal year 2024 which was primarily adjusted against increase in
inventories by (₹87.97) million, increase in trade receivables by (₹33.60) million, increase in current financial assets - loans
by (₹60.82) million, increase in other current assets by (₹49.36) million, decrease in trade payables by ₹15.34 million,
decrease in other current liabilities by ₹183.89 million, decrease in current provisions by ₹10.31 million and net income tax
paid of (₹16.25) million.
For the financial year ended March 31, 2023
Our net cash used in operating activities was (₹1.46) million for the fiscal year 2023. Our operating profit before working
capital changes was ₹5.71 million for the fiscal year 2023 which was primarily adjusted against decrease in inventories by
₹77.39 million, decrease in trade receivables by ₹32.21 million, increase in current financial assets - loans by (₹18.62)
million, decrease in other current assets by ₹18.62 million, decrease in trade payables by (₹13.63) million, decrease in other
current liabilities by (₹99.95) million and net income tax paid of (₹1.45) million.
Cash Flows from Investment Activities
For the financial year ended March 31, 2025
Our net cash flow used in investing activities was (₹17.82) million. This was mainly on account of purchase of property,
plant and equipment, intangible assets including Capital advances of (₹11.39) million, purchase of Capital Work-in-progress
of (₹6.42) million and non-current investments of (₹0.01) million.
For the financial year ended March 31, 2024
Our net cash flow used in investing activities was (₹13.93) million. This was mainly on account of the purchase of property,
plant and equipment, intangible assets, including Capital advances of (₹9.51) million and purchase of Capital Work-in-
progress of (₹4.42) million.
For the financial year ended March 31, 2023
Our net cash flow used in investing activities was (₹0.33) million. This was mainly on account of the purchase of property,
plant and equipment, intangible assets, including Capital advances of (₹0.33) million.
Cash Flows from Financing Activities
For the financial year ended March 31, 2025
Our net cash flow generated from financing activities was ₹64.80 million. This was on account of proceeds from non-current
borrowings by ₹33.23 million, repayment of current borrowings by (₹1.01) million, Addition in Partner’s capital of ₹32.73
million, and interest paid of (₹0.16) million.
For the financial year ended March 31, 2024
Our net cash flow generated from financing activities was ₹10.65 million. This was on account of proceeds from non-current
borrowings by ₹3.70 million, repayment of current borrowings by (₹0.02) million, Addition in Partner’s capital of ₹7.21
million, and interest paid of (₹0.24) million.
For the financial year ended March 31, 2023
Our net cash flow used in financing activities was (₹6.21) million. This was on account of repayment of non-current
borrowings by (₹0.91) million, proceeds from current borrowings by ₹0.07 million, withdrawal of Partner’s capital of (₹5.05)
million, and interest paid of (₹0.32) million.
389RELATED PARTY TRANSACTIONS
Related party transactions with certain of our promoter, directors and their entities and relatives primarily relate to
remuneration, salary, commission and issue of Equity Shares. For further details of related parties kindly refer chapter titled
“Restated Financial Information” beginning on page 317 of this Draft Red Herring Prospectus.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity that
have been established for the purposes of facilitating off-balance sheet arrangements.
Qualifications of the statutory auditors which have not been given effect to in the Restated Financial Information
There are no qualifications in the audit report that require adjustments in the Restated Financial Information.
Qualitative disclosure about market risk
Financial Market Risks
Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.
Interest Rate Risk
Our financial results are subject to changes in interest rates, which may affect our debt service obligations in future and our
access to funds.
Effect of Inflation
We are affected by inflation as it has an impact on the salary, wages, etc. In line with changing inflation rates, we rework
our margins so as to absorb the inflationary impact.
Credit Risk
We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all, we
may have to make provisions for or write-off such amounts.
Other Matters
Details of Default, if any, Including therein the Amount Involved, Duration of Default and Present Status, in
Repayment of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from
any Bank or Financial Institution
Except as disclosed in chapter titled “Restated Financial Information” beginning on page 317 of this Draft Red Herring
Prospectus, there have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or
repayment of deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon
by the Company.
Material Frauds
There are no material frauds, as reported by our statutory auditor, committed against our Company, in the last three Fiscals.
Unusual or infrequent events or transactions
Except as described in this Draft Red Herring Prospectus, during the years under review there have been no transactions or
events, which in our best judgment, would be considered “unusual” or “infrequent”.
Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing Operations
Indian rules and regulations as well as the overall growth of the Indian economy have a significant bearing on our operations.
Major changes in these factors can significantly impact income from continuing operations. There are no significant
390economic changes that materially affected our Company’s operations or are likely to affect income from continuing
operations except as described in chapter titled “Risk Factors” beginning on page 38 of this Draft Red Herring Prospectus.
Known trends or uncertainties that have had or are expected to have a material adverse impact on revenue or income
from continuing operations
Other than as described in the section titled “Risk Factors” and chapter titled “Management’s Discussion and Analysis of
Financial Conditions and Results of Operations”, beginning on 38 and 358 of this Draft Red Herring Prospectus respectively
to our knowledge there are no known trends or uncertainties that have or had or are expected to have a material adverse
impact on revenues or income of our company from continuing operations.
Future relationship between Costs and Income
Other than as described in the section titled “Risk Factors” beginning on page 38 of this Draft Red Herring Prospectus, to
our knowledge there are no factors, which will affect the future relationship between costs and income or which are expected
to have a material adverse impact on our operations and finances.
The extent to which material increases in revenue or income from operations are due to increased volume,
introduction of new products or services or increased prices
Changes in revenue in the last three financial years are as explained in the part “Financial Year 2024-25 compared with
financial year 2023-24 and Financial Year 2023-24 Compared with Financial Year 2022-23” above.
Status of any publicly announced new products or business segments
Please refer to the chapter titled “Our Business” beginning on page 221 of this Draft Red Herring Prospectus for new products
or business segments.
The extent to which the business is seasonal
Our business is not seasonal in nature.
Competitive Conditions
Competitive conditions are as described in the Chapter “Our Business” beginning on page 221 of the Draft Red Herring
Prospectus.
Significant developments subsequent to March 31, 2025
Except as set out in below, to our knowledge, no circumstances have arisen since the date of the last financial statements as
disclosed in this Draft Red Herring Prospectus which materially or adversely affect or are likely to affect, our operations or
profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
Following are the significant developments subsequent to March 31, 2025 which are likely to affect, our operations or
profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months:
1. Bonus Issue (in the ratio of 2,400 equity shares for every 1 equity share held) by passing a Board Resolution and Special
Resolution dated September 01, 2025 and allotment pursuant to Board Resolution dated September 02, 2025;
2. Our Company has incorporated Wholly-owned subsidiary Company, namely, Deon Renewables Private Limited on
August 06, 2025, including step-down subsidiaries, namely Deon Energy One Private Limited incorporated on
September 12, 2025, Deon Energy Two Private Limited incorporated on September 01, 2025, Deon Energy Three
Private Limited incorporated on September 05, 2025, Deon Energy Four Private Limited incorporated on September 01,
2025 and Deon Energy Five Private Limited incorporated on August 29, 2025, as on date of this Draft Red Herring
Prospectus.
391FINANCIAL INDEBTEDNESS
Our Company avails term loans, fund-based facilities and unsecured loans in the ordinary course of business for purposes
such as, inter alia, meeting our capital expenditure, working capital requirements or business requirements. We have obtained
the necessary consents required under the relevant loan documentation for the Issue.
Set forth below is a brief summary of our aggregate borrowings, as on August 31, 2025*:
(₹ in Million)
Category of Borrowings Sanctioned amount as at Outstanding amount as at
August 31, 2025 August 31, 2025
Secured Loans
Fund based facilities
-Term loans 4.00 3.75
Total Fund based facilities 4.00 3.75
Unsecured Loans
Unsecured Loans from Director
- Archanaben Chiragbhai Kalariya 13.03 13.03
-Bhargav Chaturbhai Kavar 6.45 6.45
-Dharmesh Ashokbhai Makadiya 15.75 15.75
- Chirag Dinehsbhai Kalariya 3.72 3.72
Total Unsecured Loans 38.95 38.95
Total Borrowings 42.95 42.70
Details of Loans:
(₹ in Million)
S. Lender Type Nature of Loan Amount Outstanding Rate of Repayment
No. Facility as at August 31, 2025 Interest Terms
1 HDFC Bank Secured Vehicle 4.00 3.75 8.70% Repayable in
loan 39 months
2 Archanaben Chiragbhai Unsecured Business 13.03 13.03 Nil Repayable
Kalariya Loan on Demand
3 Bhargav Chaturbhai Unsecured Business 6.45 6.45 Nil Repayable
Kavar Loan on Demand
4 Dharmesh Ashokbhai Unsecured Business 15.75 15.75 Nil Repayable
Makadiya Loan on Demand
5 Chirag Dinehsbhai Unsecured Business 3.72 3.72 Nil Repayable
Kalariya Loan o n Demand
Total 42.95 42.70
Principal terms of Secured borrowings of the Company:
1. Tenor and interest rate: The tenure is 39 Months starting from May 2025 to August 2028 and at an interest rate of
8.70% p.a.
2. Security: In terms of the borrowings where security needs to be created, the Company is typically required to create
security by way of charge on moveable properties of the Company i.e. on the vehicles.
3. Pre-payment: Certain loans availed by the Company have pre-payment provisions which allow for pre-payment of
the outstanding loan by serving notice to the lender and subject to payment of such pre-payment penalties as may
be prescribed. The lenders may charge a penal interest at their discretion of the outstanding amount.
4. Re-payment: The re-payment period for the borrowing facilities availed by the Company is typically equivalent to
the tenure of the facility and can also be on demand.
392SECTION VII – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated below, there are no outstanding (i) criminal proceedings involving our Company, Subsidiaries, Directors
or Promoters(“Relevant Parties”) ,and Key Managerial Personnel and Senior Management and Group Company; (ii)
actions taken by statutory or regulatory authorities involving the Relevant Parties, and Key Managerial Personnel and
Senior Management; (iii) claims relating to direct and indirect taxes involving the Relevant Parties(disclosed in a
consolidated manner giving the total number of claims and the total amount involved); and (iv) other outstanding civil
litigation/ arbitration proceedings involving the Relevant Parties(other than proceedings covered under (i) to (iii) above)
which has been determined to be material pursuant to the Materiality Policy. Criminal proceedings shall also include matters
wherein a first information report has been filed or cognizance has been taken by any judicial authorities
For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following
policy on materiality with regard to outstanding litigation involving the Relevant Parties to be disclosed by our Company in
this Draft Red Herring Prospectus pursuant to resolution dated September 17, 2025 of our Board. Accordingly, disclosures
of the following types of litigation involving the Relevant Parties have been included:
Any pending civil/arbitration proceedings, involving the Relevant Parties, shall be considered “material” for the purposes
of disclosure in the Draft Red Herring Prospectus, if:
a) the value or expected impact in terms of value, to the extent quantifiable, involved in such proceeding exceeds the lower
of following (A) 2% of the turnover as per the Restated Financial Information for Fiscal 2025; or (B) 2% of the net
worth based on the Restated Financial Information as at March 31, 2025, except in case the arithmetic value of the net
worth is negative; or (C) 5% of the average of the absolute value of the profit or loss after tax, as per the Restated
Financial Information for the last three Fiscals (“Threshold”); or
b) the outcome of such proceeding, including any proceedings under the Insolvency and Bankruptcy Code, 2016, as
amended, could have a material adverse effect on the business, operations, performance, results of operations,
prospects, financial position or reputation of the Company or our Subsidiaries, irrespective of whether the amount
involved in such proceeding exceeds the Threshold or not or whether the value or expected impact in terms of value is
not quantifiable in such proceeding; or
c) the decision in such proceeding is likely to affect the decision in similar proceedings, such that the cumulative amount
involved in such proceedings exceeds the Threshold, even though the amount involved in an individual proceeding may
not exceed the Threshold.
Two percent of turnover, as per the Restated Financial Information for Fiscal 2025 is ₹ 59.76 million, two percent of net
worth, as per the Restated Financial Information as at March 31, 2025 is ₹ 5.11 million and five percent of the average of
absolute value of profit or loss after tax, as per the Restated Financial Information for the last three Fiscals is ₹ 4.90 million.
Accordingly, ₹ 4.90 million has been considered as the materiality threshold for the purpose of (i) above
Further, as regards outstanding litigations involving the Group Company, only such outstanding litigations shall be
disclosed that could have a material impact on the Company.
Further, there are no disciplinary actions (including penalties) imposed by SEBI or a recognized stock exchange against our
Promoters in the last five Fiscals immediately preceding the date of this Draft Red Herring Prospectus, including any
outstanding action.
For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties (excluding the notices
issued by governmental, statutory or regulatory or taxation authorities or where criminal action is threatened) shall not,
unless otherwise decided by our Board, be considered as litigation until such time the Relevant Parties, as the case may be,
is impleaded as a defendant in litigation before any judicial or arbitral forum.
As on the date of this Draft Red Herring Prospectus, there are no findings/observations of any inspections by SEBI or any
other regulator involving our Company which are material and which need to be disclosed or non-disclosure of which may
have bearing on the investment decision.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further, in accordance
with the Materiality Policy, our Company has considered such creditors as ‘material’ to whom the amount due is equal to
or in excess of five percent of the total trade payables of our Company as at the end of the latest financial period covered in
393the Restated Financial Information. The trade payables of our Company as on March 31, 2025 was ₹29.29 million (excluding
provision for expenses of ₹ 1.58). Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor
exceeds ₹1.46 million as on March 31, 2025.
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.
Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring Prospectus. All
terms defined in a particular litigation disclosure below are for that particular litigation only.
A. LITIGATION INVOLVING OUR COMPANY
Litigation against our Company
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings against our Company.
Civil Proceedings:
As on the date of this Draft Red Herring Prospectus, there are no civil proceedings against our Company.
Actions taken by Statutory/Regulatory Authorities
As on the date of this Draft Red Herring Prospectus, there are no Actions taken by Statutory/Regulatory Authorities against
our Company.
Tax Proceedings
Below are the details of pending tax cases involving our Company, specifying the number of cases pending and the total
amount involved:
(₹ in million)
Particulars Number of cases Amount involved
Indirect tax
Sales Tax/VAT NIL NIL
Central Excise NIL NIL
Goods & Services Tax NIL NIL
Customs NIL NIL
Service Tax NIL NIL
Traces NIL NIL
Total NIL NIL
Direct Tax
Total NIL NIL
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other material litigations involving our Company.
Disciplinary action against our Company by SEBI or any stock exchange in the last five Fiscals
As on the date of this Draft Red Herring Prospectus, there are no disciplinary action against our Company by statutory or
regulatory authorities against our Company.
We confirm that there are no findings/observations of any of the inspections by SEBI or any other regulator which are
material and which needs to be disclosed or non-disclosure of which may have bearing on the investment decision.
Litigation by our Company
Criminal Proceedings
394As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings by our Company.
Civil and other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other civil or material litigation by our Company.
B. LITIGATION INVOLVING OUR PROMOTERS
Litigation against our Promoters
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings against our Promoters.
Actions taken by Statutory/Regulatory Authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities against our
Promoters.
Tax Proceedings
Below are the details of pending tax cases involving our Promoters, specifying the number of cases pending and the total
amount involved:
(₹ in millions)
Particulars Number of cases Amount involved
Indirect Tax
Sales Tax/VAT NIL NIL
Central Excise NIL NIL
Customs NIL NIL
Service Tax NIL NIL
Total NIL NIL
Direct tax
Total NIL NIL
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other material litigations against our Promoters.
Litigation by our Promoter
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed by our Promoters.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no other material litigations filed by our Promoters.
Disciplinary action against our Promoter by SEBI or any stock exchange in the last five Fiscals
As on date of this Draft Red Herring Prospectus, no disciplinary action including penalty imposed by SEBI or stock
exchanges has been initiated against our Promoters in the last five Fiscals including any outstanding action.
C. LITIGATION INVOLVING OUR DIRECTORS
Litigation against our Directors
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings actions by statutory or regulatory
authorities against our directors.
395Actions taken by Statutory/Regulatory Authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities against our
Directors.
Tax Proceedings
Below are the details of pending tax cases involving our Directors, specifying the number of cases pending and the total
amount involved:
(₹ in millions)
Particulars Number of cases Amount involved
Indirect Tax
Sales Tax/VAT NIL NIL
Central Excise NIL NIL
Customs NIL NIL
Service Tax NIL NIL
Total NIL NIL
Direct tax
Total NIL NIL
Disciplinary action by SEBI or any stock exchange in the last five Fiscals
As on the date of this Draft Red Herring Prospectus, there are no disciplinary actions by statutory or regulatory authorities
against our Directors.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no material litigations against our Directors.
Litigation by our Directors
Criminal Proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal proceedings filed by our Directors.
Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no material litigations or actions by statutory or regulatory
authorities filed by our Directors.
D. LITIGATION INVOLVING OUR SUBSIDIARIES
Litigation against our Subsidiaries
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Subsidiaries.
Actions taken by statutory or regulatory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities against our
Subsidiaries, which could have a material impact on our Company.
Tax proceedings
There are no tax proceedings pending against our Subsidiaries, which could have an adverse impact on our Company.
Civil and Other Material Litigations
396As on the date of this Draft Red Herring Prospectus, there are no civil and other Material Litigations against our Subsidiaries,
which could have a material impact on our Company.
Litigations by our Subsidiaries
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Subsidiaries, which could
have a material impact on our Company.
Other Material Litigation
As on the date of the Draft Red Herring Prospectus, there are no Other Material Litigations filed by our Subsidiaries, which
could have a material impact on our Company.
E. LITIGATION INVOLVING OUR KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT
Outstanding litigations against our Key Managerial Personnel and Senior Management
Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Key Managerial
Personnel and Senior Management.
Actions by regulatory/ statutory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions taken by statutory or regulatory authorities against
our Key Managerial Personnel and Senior Management.Outstanding litigations by our Key Managerial Personnel and
Senior Management
Criminal proceedings
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Key Managerial Personnel
and Senior Management.
F. OUTSTANDING DUES TO SMALL-SCALE UNDERTAKINGS OR ANY OTHER CREDITORS
Further, in accordance with the SEBI ICDR Regulations and pursuant to the Materiality Policy, our Company has considered
such creditors ‘material’ to whom the amount due is equal to or in excess of five percent of the trade payables of our Company
as of the end of the most recent fiscal covered in the Restated Financial Information, i.e. ₹ 29.29 million, as of March 31,
2025 (“Material Creditors”). Details of outstanding dues towards the Material Creditors, MSME creditors and other
creditors of our Company as of March 31, 2025 are available on the website of our Company at https://www.deonenergy.in.
The details of the total outstanding dues 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 on March 31, 2025 is as
set forth below:
Particulars No. of Creditors Amount (₹ in million)
Outstanding dues to material creditors 4 24.29
Outstanding dues to micro, small and medium enterprises 21 3.21
Outstanding dues to other creditors 17 1.79
Total outstanding dues 42 29.29
G. LITIGATION INVOLVING OUR GROUP COMPANIES
Litigations against our Group Companies
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed against our Group Companies,
which have a material impact on our Company.
397Actions taken by statutory or regulatory authorities
As on the date of this Draft Red Herring Prospectus, there are no actions by statutory or regulatory authorities against our
Group Companies, which have a material impact on our Company.
Civil and Other Material Litigations
As on the date of this Draft Red Herring Prospectus, there are no civil and other Material Litigations against our Group
Companies which have a material impact on our Company.
Litigations by our Group Companies
Criminal Litigations
As on the date of this Draft Red Herring Prospectus, there are no criminal litigations filed by our Group Companies which
have a material impact on our Company.
Other Material Litigation
As on the date of Draft Red Herring Prospectus, there are no Other Material Litigations filed by our Group Companies which
have a material impact on our Company.
H. MATERIAL DEVELOPMENTS
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page
358 there have been no material developments, since the date of the last financial statements disclosed in this Draft Red
Herring Prospectus, any circumstances, which materially and adversely affect, or are likely to affect our trading or
profitability of our Company or the value of our assets or our ability to pay our liabilities within the next 12 months.
398GOVERNMENT AND OTHER STATUTORY APPROVALS
We are required to obtain consents, licenses, registrations, permissions and approvals for carrying out our present business
activities. Our Company has obtained the necessary material consents, licenses, permissions and approvals from the
Government and various Government agencies required for our present business and carrying on our business activities.
For details in connection with the regulatory and legal framework within which we operate, please refer the chapter “Key
Industrial Regulations and Policies” on page 261 of this Draft Red Herring Prospectus. The main objects clause of the
memorandum of association and objects incidental to the main objects of our Company enable our Company to carry out its
activities.
The following statements set out the details of licenses, permissions and approvals taken by our Company under various
central and state laws for carrying out the business:
Approvals obtained by our Company
A. Issue related Approvals
For the approvals and authorizations obtained by our Company in relation to the Offer, see “Other Regulatory and
Statutory Disclosures – Authority for the Issue” on page 406 of this Draft Red Herring Prospectus.
B. Approvals from the Stock Exchanges
1. Our Company has received an in-principle approval from the NSE dated [●] for listing of Equity Shares issued
pursuant to the Issue.
2. Our Company has received an in-principle approval from the BSE dated [●] for listing of Equity Shares issued
pursuant to the Issue.
3. Our Company’s ISIN is INE1NZY01018.
C. General Approvals
1. Certificate of incorporation dated April 11, 2024 issued under the Companies Act, 2013 by the Registrar of
Companies, Central Registration Centre.
2. Fresh certificate of incorporation dated May 13, 2025 issued under the Companies Act, 2013 by the Registrar of
Companies, Central Registration Centre, pursuant to conversion of our Company from a private limited company
to a public limited company.
3. Certificate of importer-exporter code (IEC) issued on May 02, 2024 issued by the Office of the Additional Director
General of Foreign Trade, Ahmedabad, Ministry of Commerce and Industry, Government of India, for the purpose
of allotting AAKCD7860Q as the IEC code number to our Company.
4. Certificate issued on May 28, 2025 by Legal Entity Identifier India Limited for the purpose of allotting
335800LARE9HQJKLJB94 as the legal entity identifier code number to our Company. The legal entity identifier
code number is valid until May 28, 2030.
5. Udyam Registration Certificate dated May 02, 2024 issued by Ministry of Micro, Small and Medium Enterprises,
Government of India for allotting udyam registration number UDYAM-GJ-20-0182020 to our Company.
D. Tax Related Approvals
1. Our Company’s Permanent Account Number issued by the Income Tax Department is AAKCD7860Q.
2. Letter dated May 26, 2026 issued by the Income Tax Department for allotting, RKTD06853A as the tax deduction
and collection number to our Company.
3. The state-wise GST registration number of our Company has been provided below:
399S. Name of the State/ Address of the office or facilities GST registration
No. Union Territory number
1. 6th Floor, Block D-604, 605, 606, Westgate, S. G. Highway,
Near YMCA Club, Makarba, Ahmadabad – 380 015,
Ahmedabad, Gujarat, India.
2. New Revenue Survey No. 873 and 874, Old Revenue Survey
Gujarat No. 138, Ramgadh, Surendranagar – 363 310, Gujarat, India.
24AAKCD7860Q1ZW
3. 7, Office No. 715, 716 and 717, Shiromani 142, Survey No.
41, Plot No. 1, Lalpar, Morbi – 363 642, Gujarat, India.
4. 4th Floor, Office No. 401, R K Prime, 150 Feet Ring Road,
Nr. Silver Heights, Nana Mava Circle, Rajkot – 360 005,
Gujarat, India
5. A-215, 2nd Floor, Madhani Industrial Estate, Senapati Bapat
Maharashtra Marg, Paras Gopal, Dadar West, Mumbai - 400 028, 27AAKCD7860Q1ZQ
Maharashtra, India.
4. Our company’s details pertaining to the registration and enrolment certificates issued under the Gujarat State Tax
on Professions, Trades, Callings and Employments Act- 1976 and Maharashtra State Tax on Professions, Trades,
Callings and Employments Act 1975 are as follows:
S. Name of the Issuing Authority Registration Enrolment Date of
No. State Certificate Number Number Issue
1. Gujarat Rajkot Municipal Corporation PRC04008975 PEC04129180 March 6,
(Rajkot) 2025
2. Gujarat Amdavad Municipal Corporation PRC010781021364 PEC010781074552 July 28,
(Ahmedabad) 2025
3. Gujarat Lalpar Grm Panchayat (Village - 0031 June 27,
(Morbi) Council) office, Morbi Taluka, 2025
Morbi District
4. Maharashtra Maharashtra Sales Tax - 99855158450P July 25,
(Mumbai) Department 2025
Labour and employee Related Approvals
The labour and employee related approvals of our Company has been provided below:
1. Letter dated July 22, 2024 issued by Employees’ State Insurance Corporation to our Company for allotting code
number 37001830890000999 under the Employees’ State Insurance Act, 1948.
2. Letter dated April 12, 2024 issued by Employees’ Provident Fund Organization for allotting code number
GJRAJ3256979000 under the Employees’ Provident Fund and Miscellaneous Provisions Act, 1952.
3. Registration Certificate dated March 5, 2025 bearing number 2024-2025/SR/000377 issued by the Rajkot Municipal
Corporation under the Gujarat Shops and Establishments (Regulation of Employment and Conditions of Services)
Act, 2019, for the office situated at 4th Floor, 401, R K Prime, 150 Feet Ring Road, Nr. Silver Heights, Nana Mava
Circle, Rajkot – 360 005, Gujarat, India.
4. Registration Certificate dated July 29, 2025 bearing number PII/MKR /10177 /0280665 (MAKARBA) issued by
the Amdavad Municipal Corporation under the Gujarat Shops and Establishments (Regulation of Employment and
Conditions of Services) Act, 2019, for the office situated at 6th Floor-604-605—606, West Fate D Block, Nr. YMCA
Club, S.G. Highway, Makarba, Ahmedabad - 380 051, Gujarat, India.
5. Registration Certificate dated June 06, 2025, bearing Registration Number 1513 issued by the Shri Lalpar Gram
Panchayat (Village Council) for the office 715, 716, 717 situated on the seventh floor of Shiromani 142, Survey
No. 41, Plot No. 1, Lalpar, Morbi, Gujarat, 363642.
6. Intimation dated August 11, 2025 bearing number 891007091/GN Ward/ Commercial II issued by Brihanmumbai
Municipal Corporation under the Maharashtra Shops & Establishment (Regulation of Employment and Condition
of Service) Act, 2017 for the office situated at A-215, Madhani Industrial, Senapati Bapat Marg, Dadra West, Near
Paras Gopal, Mumbai - 400 028, Maharashtra, India.
400Business Related Approvals
As mentioned hereinabove, we require various approvals, licences, registrations and permits to carry on our operations in
India. Some of these may expire in the ordinary course of business and applications for renewal of such approvals are
submitted in accordance with applicable procedures and requirements. An indicative list of the material approvals required
by our Company for conducting our operations is provided below:
Sr. Type of Issuing Reference / Registration / Date of Valid up
No. License/Approval Authority License No. Issue/Renewal to
1. License of electrical Secretary, Office GJ/RJK/C-03586 October 6, October 5,
contractor and license to of the Licensing 2023 2028
carry out Electrical Board,
Installation Works in Gandhinagar
Gujarat.
2. License to work a Directorate License Number: 58564 June 01, 2025 December
factory Industrial Safety Registration Number: 31, 2029
& Health, 1008/40106/2025
Gujarat State.
3. Initial inspection and Chief Electrical No./CEI/Gan/Certi/113501/2024 March 18, Valid
approval for the Inspector, 2024 until
electrical installation and Gandhinagar, cancelled
energisation of 185.0 sq Gujarat or
mm. 11KV XLPEU/G modified
Power Cable (0.25000
KM) from transformer
VCB – CTPT-
COMMON POOLING
DP to VCB –CTPT –
COMMON POOLING
DP along with
associated equipments*
4. Initial inspection and Chief Electrical No./CEI/Gan/Certi/113502/2024 March 18, Valid
approval for the Inspector, 2024 until
electrical installation and Gandhinagar, cancelled
energisation of of 1 x Gujarat or
1000 KVA 11/0.8 KV modified
Transformers and 1 x
800.00 AMP 12.0
KVHT Breaker(s) and
849.75 KW Grid
Connected Solar Power
Plant along with
associated equipments at
Deon Energy, R. S. No.
873 and 874, Vill.
Ramgarh*
5. Certificate issued to QRO 305025031954Q March 19, March 18,
certify that the quality Certification 2025 2028
management system of LLP
our Company has been
found compliant with the
requirements of ISO
9001:2015
6. Certificate issued to Staunchly IN60632B August 14, August
certify that the Management and 2025 13, 2028
environmental system of System Services
our Company has been Limited.
found compliant with the
401requirements of ISO
14001:2015
7. Certificate issued to Staunchly IN60632C-1 August 14, August
certify that the Management and 2025 13, 2028
occupational, health and System Services
safety system of our Limited.
Company has been
found compliant with the
requirements of ISO
45001:2018.
8. Certificate of Stability Sami G. Davda JDISH/RJT/2424/2025 July 17, 2025 July 16,
2030
9. Certificate of Test and L&T Electrical CDBBN111OOBN1D January 25, Valid
Compliance for VCB and Automation 2024 until
Rating 12kV, 800A, ESE-MV, cancelled
26.3kA (S) Ahmednagar or
modified
10. Order passed for Collector, 740/08/02/035/2023 October 02, Valid
conversion of Surendranagar 2023. until
agricultural land to non- District, Gujarat. cancelled
agricultural (industrial) or
use to establish modified.
Renewable Solar Power
Plant unit situated at
Survey 873
Surendranagar
11. Order passed for Collector, 760/08/02/035/2023 October 07, Valid
conversion of agricultural Surendranagar 2023. until
land to non-agricultural District, Gujarat. cancelled
(industrial) use to or
establish Renewable modified.
Solar Power Plant unit
situated at Survey 874
Surendranagar
*These licenses are one-time in nature and are issued subsequent to purchase and installation of electrical equipment. Since,
these licenses are not continuous in nature, an application for change of name pursuant to conversion of the erstwhile
partnership firm into our Company is not required to be made.
Solar Project related Approvals
We operate solar power generation units in the State of Gujarat. We have obtained and have applied for requisite approvals
for these projects either directly or through third party Operation and maintenance partners.
Intellectual Property Related Approvals
As on date of this Draft Red Herring Prospectus, our Company registered the following trademarks:
S. No. Description* Class Owner’s Name Registration Date of registration Valid up
Number to
1. 9 M/s Deon Energy 5051105 July 20, 2021 July 20,
2031
2. 11 M/s Deon Energy 4813498 January 09, 2021 January
09, 2031
402S. No. Description* Class Owner’s Name Registration Date of registration Valid up
Number to
3. 35 M/s Deon Energy 5051104 July 20, 2021 July 20,
2031
*Our Company has entered into an Assignment Deed dated June 04, 2025 with our erstwhile partnership firm, M/s Deon
Energy for the use of trademarks registered under its name.
Approvals for which applications have been made by our Company and are pending:
a) Our Company has filed an application dated June 6, 2025, before the Regional Director, Employees’ State Insurance
Corporation, Ahmedabad, for issuance of a fresh ESIC certificate reflecting the change in the Company’s name
pursuant to its conversion into a public limited company.
b) Our Company has filed an application dated June 5, 2025, before the Regional Provident Fund Commissioner,
Rajkot, for issuance of a fresh EPF certificate reflecting the change in the Company’s name pursuant to its
conversion into a public limited company, in respect of Establishment Code No. GJRAJ3256979000.
c) Our Company has filed an application dated September 9, 2025, for issuance of a fresh TAN allotment letter
reflecting the change in the registered address of the Company.
Material approvals which have expired and for which renewal applications have not been made by our Company:
Nil
Material Approvals which are required but not yet applied for by our Company:
Nil
403OUR GROUP COMPANIES
As per the SEBI ICDR Regulations, the term ‘group companies’, for the purpose of identification and disclosure in this Draft
Red Herring Prospectus, shall include (i) such companies (other than promoter(s) and subsidiary(ies)) with which the relevant
issuer company had related party transactions in accordance with Ind AS 24, during the period for which financial
information is disclosed, as covered under applicable accounting standards, and (ii) any other companies considered material
by the board of directors of the relevant issuer company.
Accordingly, for (i) above, all such companies with which there were related party transactions during the periods covered
in the Restated Financial Information, as covered under the applicable accounting standards, shall be considered as group
companies in terms of the SEBI ICDR Regulations.
Further, pursuant to the determination of Materiality Policy adopted by way of resolution dated September 17, 2025 passed
by our Board, other than the companies categorized under (i) above, a company shall be considered “material” and will be
disclosed as a “group company” if such company forms part of the Promoter Group and with which there were transactions
in the most recent financial year, which individually or in the aggregate, exceed 10% of the revenue from operations of the
Company, as per the Restated Financial Information for that period.
Accordingly, on the basis of the above, Italica Granito Private Limited have been identified as our Group Company (“Group
Company”).
In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group Company for the
previous three financial years, extracted from their audited financial statements is available at the websites indicated
below. Such information provided on the website does not constitute a part of this Draft Red Herring Prospectus. Such
information should not be considered as part of information that any investor should consider to purchase any securities of
our Company and should not be relied upon or used as a basis for any investment decision.
Neither our Company nor any of the BRLM nor any of the Company’s or BRLMs’ respective directors, employees, affiliates,
associates, advisors, agents or representatives accept any liability whatsoever for any loss arising from any information
presented or contained in the website given below.
Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI ICDR
Regulations.
Details of our Group Company
Registered Office address
The registered office of Italica Granito Private Limited is located at Survey No. 164, At. Lakaddhar, Matel Road 8 A National
Highway,Tal. Wankaner, Rajkot, Morbi, Gujarat, India, 363621.
Financial Information
The financial information with respect to reserves (excluding revaluation reserves), sales, profit after tax, basic earnings per
share, diluted earnings per share and net asset value, derived from the audited financial statements of Italica Granito Private
Limited for the Fiscals 2024, 2023 and 2022 are available at www.deonenergy.in. Since Audited Financial Statements for
Fiscal 2025 are in process of Preparation they are not available with our Company
Such information provided on the Company’s website does not constitute a part of this Draft Red Herring Prospectus. Such
information should not be considered as part of information that any investor should consider to purchase any securities of
our Company and should not be relied upon or used as a basis for any investment decision.
Litigation
There are no pending litigations involving our Group Companies which will have a material impact on our Company, for
further details see, Outstanding Litigation and Material Developments Chapters on page no. 393 of this Draft Red Herring
Prospectus.
Common pursuits
There are no common pursuits between our Group Company and our Company. We shall adopt necessary procedures and
practices as permitted by law to address any instances of conflict of interest, if and when they may arise.
404Related business transactions within our Group Companies and significance on the financial performance of our
Company
Other than the transactions disclosed in “Summary of the Offer Document - Summary of Related Party Transactions” and
“Financial Information – Restated Financial Information – Note 32. – Related Party Transactions” on pages 19 and 274,
respectively, there are no other related business transactions between our Group Company and our Company.
Nature and extent of interest of Group Company
Our Group Companies do not have any interest in the promotion of our Company.
Our Group Companies do not have any interest, directly or indirectly, in the properties acquired by our Company in the three
years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.
Our Group Companies are not interested, directly or indirectly, in any transactions for acquisition of land, construction of
building or supply of machinery, with our Company.
Related business transactions with our Group Companies and significance on the financial performance of our
Company
Except as disclosed in “Summary of Offer Document – Summary of Related Party Transactions” and “Restated Financial
Information – Note 34 – Related Party Disclosures” on page 25and 317, there are no related business transactions with the
Group Companies that impact the financial performance of our Company.
Business interests or other interests
Except in the ordinary course of business and as disclosed in “Restated Financial Information – Note 34 – Related Party
Disclosures” on page 317 our Group Companies do not have any business interest in our Company. There is no conflict of
interest between the Group Companies (including their respective directors) and any lessors/ owners of immovable properties
(which are crucial for operations of the Company).
Except in the ordinary course of business and as disclosed in “Restated Financial Information – Note 34 – Related Party
Disclosures” on page 317 There is no conflict of interest between the Group Companies (including their respective directors)
and any suppliers of raw materials and third-party service providers (who are crucial for operations of the Company).
Other Confirmations
Our Group Company do not have any securities listed on a stock exchange. Further, our Group Company have not made any
public or rights issue or composite issue of securities (as defined under the SEBI ICDR Regulations) in the three years
preceding the date of this Draft Red Herring Prospectus.
405OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority For the Issue
The Issue has been authorised pursuant to the resolution passed by our Board dated September 01, 2025 and our Shareholders
have approved the Issue pursuant to a special resolution dated September 01, 2025.
This Draft Red Herring Prospectus has been approved by our Board and IPO Committee, pursuant to a resolution dated
September 25, 2025 and September 25, 2025 respectively for filing with SEBI and the Stock Exchanges.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters dated [●] and [●], respectively.
Prohibition by Securities and Exchange Board of India, the Reserve Bank of India or other Governmental Authorities
Our Company, our Directors, our Promoters (the persons in control of our Company) and the members of the Promoter
Group are not debarred from accessing the capital markets and have not been debarred from buying, selling or dealing in
securities under any order or direction passed by SEBI or any securities market regulator in any jurisdiction or any other
authority/court.
None of the companies with which our Promoter and Directors are associated with as promoters, directors or persons in
control have been debarred from accessing capital markets under any order or direction passed by SEBI or any other
authorities.
None of our Company, Promoters or Directors have been declared as Wilful Defaulters or Fraudulent Borrowers. None of
our Promoters or Directors have been declared as Fugitive Economic Offenders.
Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, the members of the Promoter Group severally and not jointly, confirms that, as on the date of
this Draft Red Herring Prospectus, they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
as amended, to the extent applicable to them.
Directors associated with the securities market
None of our Directors are, in any manner, associated with the securities market. Further, there are no outstanding action(s)
initiated by SEBI against the Directors of our Company in the five years preceding the date of this Draft Red Herring
Prospectus.
Other confirmations
As on the date of this Draft Red Herring Prospectus, there are no conflict of interest between the suppliers of solar components
and third-party service providers (crucial for operations of the Company) and the Company, Promoters, Promoter Group,
Key Managerial Personnel, Directors, and Group Company and its directors.
As on the date of this Draft Red Herring Prospectus, except as disclosed in “Our Promoter and Promoter Group”, and “Our
Management” on pages 309 and 284, respectively, there are no conflict of interest between the lessor of the immovable
properties (crucial for operations of the Company) and the Company, Promoters, Promoter Group, Key Managerial
Personnel, Directors and Group Company and its directors.
Our Directors, Dharmesh Ashokbhai Makadiya and Bhargav Chaturbhai Kavar, may also receive rent for lease of one of our
Solar Power plant (Independent Power Producer) at Revenue Survey Number 184, Ingorala village, lathi Taluka, Amreli
District, Gujarat, pursuant to a Lease deed dated April 24, 2025 for a rent payable at ₹0.033 million yearly with yearly
escalation of 5% in Every 4 Year for a term of 28 years. For Further details, please see “Business Chapter– Our Properties”
on page 257.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 6(2) of the SEBI ICDR Regulations, and is in
compliance with the conditions specified therein in the following manner:
406Our Company does not have net tangible assets of ₹30.00 million, calculated on a restated basis, in each of the preceding
three full years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023, of which not more than 50%
of the net tangible assets are held as monetary assets;
Our Company does not have an average operating profit of at least ₹150.00 million, calculated on a restated basis, during the
preceding three years (of 12 months each), i.e., as at and for the Financial Years 2025, 2024 and 2023.
However, our Company has operating profits in each of the Fiscals 2025, 2024 and 2023 in terms of our Restated Financial
Information, as indicated in the table below.
Our Company has a net worth of at least ₹10.00 million in each of the preceding three full years (of 12 months each), i.e.,
for the Financial Years 2025, 2024 and 2023, calculated on a restated a basis; and
Our Company has not changed its name in the immediately preceding one year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets, operating
profits and net worth, derived from the Restated Financial Information included in this Draft Red Herring Prospectus for the
last three Fiscals are set forth below:
(in ₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Restated operating profit/loss 354.10 48.05 5.70
Restated Net Worth 255.43 32.10 10.04
Restated Net Tangible Assets 255.19 32.10 10.04
Restated Monetary Assets 50.17 8.81 1.29
Monetary Assets as restated as a % of Net Tangible Assets 19.66% 27.45% 12.83%
As certified by Shivam Soni & Co., Chartered Accountants, Statutory Auditors of our Company pursuant to their certificate
dated September 23, 2025.
Note:
1. “Net Tangible Assets” means, as restated, the sum of all net assets of the Issuer, excluding intangible assets as defined
in Indian Accounting Standard (Ind AS) 38, issued by the Institute of Chartered Accountants of India, revaluation
reserves and prepaid expenses.
2. “Operating profit” means, as restated, the profit before finance costs, depreciation, other income and tax expenses.
3. “Net worth” means, as restated, the aggregate value of the paid-up share capital and all reserves created out of the
profits and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but
does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation
4. “Monetary Assets” means cash in hand, balance with bank in current and deposit account (net of bank deposits not
considered as cash and cash equivalent
Our company is not complying with the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations and is,
therefore, required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations. Accordingly, the
Company is required to allot not less than 75% of the Issue to QIBs and in the event that the company fail to do so, the Bid
Amounts received by the Company shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and
other applicable laws. we are currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulation
6(2) of the SEBI ICDR Regulations, to the extent applicable.
Further, our Company confirms that it is eligible to make the Issue in terms of Regulation 5 of the SEBI ICDR Regulations,
fulfils requirements set out in Regulation 7(1) of the SEBI ICDR Regulations and will ensure compliance with the conditions
specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.
The details of our compliance with Regulation 5 and Regulation 7(1) of the SEBI ICDR Regulations are as follows:
neither our Company and nor our Promoters, members of our Promoter Group or our Directors are debarred from accessing
the capital markets by SEBI.
none of our Promoters or Directors are promoters or directors of companies which are debarred from accessing the capital
markets by SEBI.
407neither our Company and nor our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.
neither our Promoters nor any of our Directors are a fugitive economic offender (in accordance with Section 12 of the
Fugitive Economic Offenders Act, 2018).
there are no outstanding convertible securities of our Company or any other right which would entitle any person with any
option to receive Equity Shares of our Company as on the date of filing of this Draft Red Herring Prospectus.
our Company along with Registrar to the Issue has entered into tripartite agreements dated April 02, 2025, and March 27,
2025, with NSDL and CDSL, respectively, for dematerialization of the Equity Shares.
the Equity Shares of our Company held by the Promoters and Promoter Group are in the dematerialised form.
all the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares outstanding as on the date of filing of
this Draft Red Herring Prospectus.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of
Allottees under the Issue shall be not less than 1,000, failing which, the entire application money will be refunded forthwith.
In case of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, and our
Company shall be liable to pay interest on the application money in accordance with applicable laws.
DISCLAIMER CLAUSE OF SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”)
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT RED HERRING
PROSPECTUS TO 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 RESPONSIBILITY 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 THIS DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGER,
BEING SMART HORIZON CAPITAL ADVISORS PRIVATE LIMITED, HAVE CERTIFIED THAT THE
DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND
ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN 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 THIS DRAFT RED HERRING PROSPECTUS, THE BOOK RUNNING LEAD MANAGER
IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK
RUNNING LEAD MANAGER, BEING SMART HORIZON CAPITAL ADVISORS PRIVATE LIMITED, HAS
FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 25, 2025 IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, AS AMENDED OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT
ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER, ANY IRREGULARITIES OR LAPSES
IN THIS DRAFT RED HERRING PROSPECTUS.
Disclaimer from our Company, our Directors, our Promoters, and the Book Running Lead Manager
Our Company, our Directors, our Promoters, and the BRLM accept no responsibility for statements made otherwise than in
this Draft Red Herring Prospectus or in the advertisements or any other material issued by or at our Company’s instance and
anyone placing reliance on any other source of information, including our Company’s website at www.deonenergy.in or any
affiliate of our Company, would be doing so at his or her own risk.
The BRLM accept no responsibility, save to the limited extent as provided in the Issue Agreement and the Underwriting
Agreement.
408All information shall be made available by our Company and the BRLM 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 Bidding Centres or elsewhere.
Bidders who Bid in the Issue will be required to confirm and would be deemed to have represented to our Company,
Underwriters and their respective directors, partners, designated partners, trustees, officers, employees, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters
and their respective directors, partners, designated partners, trustees, officers, employees, agents, affiliates, and
representatives accept no responsibility or liability for advising any investor on whether such investor is eligible to acquire
the Equity Shares.
The BRLM and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company and their respective directors and officers, group companies, affiliates or
associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company and their respective affiliates or associates or third parties,
for which they have received, and may in the future receive, compensation.
Disclaimer in respect of jurisdiction
The Issue is being made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, Hindu Undivided Families (“HUFs”), companies, corporate bodies and
societies registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds
registered with SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
permission from RBI), systemically important Non-Banking Financial Companies (“NBFCs”) or trusts under applicable
trust law and who are authorised under their respective constitutions to hold and invest in equity shares, public financial
institutions as specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial
institutions, state industrial development corporations, insurance companies registered with Insurance Regulatory and
Development Authority of India (“IRDAI”), permitted provident funds with a minimum corpus of ₹250.00 million (subject
to applicable law) and permitted pension funds with a minimum corpus of ₹250.00 million registered with the Pension Fund
Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and
Development Authority Act, 2013, National Investment Fund, insurance funds set up and managed by army, navy or air
force of Union of India, insurance funds set up and managed by the Department of Posts, Government of India (“GoI”) and
permitted Non-Residents including Foreign Portfolio Investors (“FPIs”) and Eligible NRIs, Alternate Investment Funds
(“AIFs”), and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations
to purchase the Equity Shares. This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to
subscribe to or purchase the Equity Shares in the Issue in any jurisdiction to any person to whom it is unlawful to make an
offer or invitation in such jurisdiction. Any person into whose possession this Draft Red Herring Prospectus comes is required
to inform himself or herself about, and to observe, any such restrictions.
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai, India only.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in any jurisdiction
except India and may not be offered or sold to persons outside of India except in compliance with the applicable laws of each
such jurisdiction. In particular, the Equity Shares offered in the Issue have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, 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.
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.
Until the expiry of 40 days after the commencement of the Issue, an offer or sale of Equity Shares within the United States
by a dealer (whether or not it is participating in the Issue) may violate the registration requirements of the U.S. Securities
Act if such an offer for sale is made otherwise than in compliance with the available exemptions from registration under the
U.S. Securities Act.
409Bidders are advised to ensure that any Bid from them does not exceed investment limits or the maximum number of
Equity Shares that can be held by them under applicable law.
This Draft Red Herring Prospectus does not constitute an offer to sell or an invitation to subscribe to or purchase the Equity
Shares in the Issue in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction,
including India. Invitations to subscribe to or purchase the Equity Shares in the Issue will be made only pursuant to the Red
Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Issue, which will comprise
the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside India. Any person
who possesses this Draft Red Herring Prospectus, the Red Herring Prospectus or the Prospectus is required to keep
themselves informed and observe and comply with to the extent applicable, any restrictions under the applicable legal
requirements of any jurisdiction.
No person outside India is eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary
offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
No action has been or will be taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that this Draft Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus may not
be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither
the delivery of this Draft Red Herring Prospectus, nor any offer or sale hereunder, shall, under any circumstances, create any
implication that there has been no change in our affairs from the date hereof or that the information contained herein is
correct as of anytime subsequent to this date. Bidders are advised to ensure that any Bid from them does not exceed
investment limits or maximum number of Equity Shares that can be held by them under applicable law.
Disclaimer clause of BSE Limited
As required, a copy of this Draft Red Herring Prospectus has been submitted to BSE. The disclaimer clause as intimated by
BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus
and the Prospectus prior to the RoC filing.
Disclaimer clause of National Stock Exchange of India Limited
As required, a copy of this Draft Red Herring Prospectus has been submitted to NSE. The disclaimer clause as intimated by
NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the Red Herring Prospectus
and the Prospectus prior to the RoC filing.
Listing
The Equity Shares proposed to be Allotted through the Red Herring Prospectus and the Prospectus are proposed to be listed
on BSE and NSE. Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official
quotation of the Equity Shares being offered and transferred in the Issue and [●] will be the Designated Stock Exchange,
with which the Basis of Allotment will be finalised for the Issue.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/Issue Closing Date or such period as may be prescribed by SEBI.
Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading of Equity Shares at the Stock Exchanges are taken within three Working Days of the Bid/Issue Closing Date or such
other period as may be prescribed by the SEBI.
If our Company does not allot Equity Shares pursuant to the Issue within three Working Days from the Bid/Issue Closing
Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received from Bidders,
failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or such other
rate as may be prescribed by the SEBI.
Consents
Consents in writing of our Promoter, our Directors, the Company Secretary and Compliance Officer, Chief Financial Officer,
the Senior Managerial Personnel, the Legal Counsel to the Issue, the BRLM, the Bankers to our Company, CARE Limited,
410Statutory Auditor and Registrar to the Issue, have been obtained and consents in writing of, the Syndicate Members and
Bankers to the Issue (Escrow Bank, Public Issue Account Bank, Sponsor Bank and Refund Bank), to act in their respective
capacities, will be obtained and filed along with a copy of the Red Herring Prospectus with the RoC as required under
Companies Act, 2013.
Experts
Except as stated below, our Company has not obtained any expert opinions in connection with this Draft Red Herring
Prospectus:
Our Company has received written consent dated September 17, 2025 from our Independent Chartered Accountants, Shivam
Soni & Co., Chartered Accountants (FRN No. 152477W), holding a valid peer review certificate from ICAI , to include
their name as required under Section 26(1) of the Companies Act 2013 read with SEBI ICDR Regulations, in this Draft Red
Herring Prospectus and as an “expert” as defined under Section 2(38) of the Companies Act 2013 to the extent and in their
capacity as independent chartered accountant, and in respect of their (i) examination report dated September 17, 2025 on our
Restated Financial Information; (ii) their report dated September 17, 2025, on the statement of special tax benefits available
to the Company, and its Shareholders under the applicable laws in India and (iii) other various certifications issued by them
in their capacity as independent chartered accountant to our Company, included in this Draft Red Herring Prospectus. Such
consent has not been withdrawn as on the date of this Draft Red Herring Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U. S. Securities Act.
Our Company has received written consent dated September 23, 2025 from M/s Dhruv Raval & Associates, Company
Secretaries, to include their name as the independent practicing company secretary as required under Section 26(1) of the
Companies Act read with the SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the Companies
Act, and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus;
Particulars regarding public or rights issues by our Company during the last five years and performance vis-à-vis
objects
Our Company has not made any public or rights issues (as defined under the SEBI ICDR Regulations) during the five years
preceding the date of this Draft Red Herring Prospectus.
Performance vis-à-vis objects – public/ rights issue of listed subsidiaries/ promoters
Our Company does not have any Listed Subsidiary as on the date of this Draft Red Herring Prospectus. Further, our Company
does not have any corporate promoter as on the date of this Draft Red Herring Prospectus.
Commission, brokerage and selling commission paid on previous issues of the Equity Shares
Since this is the initial public offering of Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the five years immediately
preceding the date of this Draft Red Herring Prospectus.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associates during
the previous three years
Our Company has not made any capital issues during the three years preceding the date of this Draft Red Herring Prospectus,
except as stated in the section titled ‘Capital Structure’ on page 95.
Further, our Company does not have any listed group companies, or any subsidiaries or associates as on the date of this Draft
Red Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by Securities Exchange Board of
India
In connection with the Issue, the Company is required to identify persons and entities, in accordance with the requirements
of Regulation 2(1)(pp) of the SEBI ICDR Regulations, as members of the ‘promoter group’ of the Company. Also, in terms
of the said regulation, (i) any body corporate in which 20% or more of the equity share capital is held by any Related
Individual or a firm or a Hindu Undivided Family in which any of the Related Individual is a member; (ii) any body corporate
in which a body corporate mentioned in (a) above, holds 20% or more of its equity share capital; and (iii) any Hindu
Undivided Family or firm in which the aggregate share of the Promoter and that of the Related Individual is equal to or more
than 20% of the total capital, also forms part of our Promoter Group (collectively, the ‘Connected Persons’). Accordingly,
411Hetal Kalariya (Related Individual), being the sister of Chiragbhai Dineshbhai Kalariya and Sister-in -law of Archanaben
Kalariya, qualifies to be one of the Promoter Group members. However, due to longstanding Internal Family differences,
there are no relation between Hetal Kalariya (Related Individual), with Chiragbhai Dineshbhai Kalariya and Archanaben
Kalariya, we will not be able to obtain any details regarding the Related Individual and their related entities for disclosures
which are required to be included in relation to Promoter Group under the SEBI ICDR Regulations in this Draft Red Herring
Prospectus. For further details, see “Our Promoters and Promoter Group - Our Promoter Group” and “Outstanding
Litigation and Material Developments – Litigation involving our Promoters” on page 313 and 395 respectively.
Further, as per Regulation 300(1)(c) of the SEBI ICDR Regulations, an Exemption Application letter dated July 17, 2025
was filed with SEBI for relaxation of the strict enforcement of Regulation 2(1)(pp) of the SEBI ICDR Regulations with
regard to identification of and disclosures relating to Hetal Kalariya and their related entities as members of the Promoter
Group of our Company.
In furtherance of the Exemption Application, we had received a query from SEBI dated August 07, 2025 seeking certain
clarifications, to which a reply has been filed dated August 14, 2025 as a response to the clarifications sought
The Exemption Application is pending as on date of filing of this Draft Red Herring Prospectus with SEBI. Since our
Company has not been able to procure relevant information, from, and in relation to, the Related Individual and Connected
Persons, and to comply with the provisions of the SEBI ICDR Regulations, the disclosures in relation to the Related
Individual in this Draft Red Herring Prospectus have been included to the best of our Company’s knowledge and to the extent
the information was available and accessible in the public domain including but not limited to the information published on
the websites of (i) Watchout Investors (accessible at https://www.watchoutinvestors.com/); (ii) TransUnion CIBIL Limited
(CIBIL) (accessible at https://suit.cibil.com/), (iii) BSE Limited (list of debarred entities accessible at
https://www.bseindia.com/investors/debent.aspx); and (iv) National Stock Exchange of India Limited (accessible at
https://www.nseindia.com/regulations/member-sebi-debarred-entities), on a ‘name search’ basis.
[The remainder of this page has intentionally been left blank]
412Price information of past issues handled by the Book Running Lead Manager
Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Smart Horizon Capital Advisors
Private Limited (Formerly known as Shreni Capital Advisors Private Limited):
Sr. Issuer name Issue size Issue Listing Opening +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ Crores) price Date price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
(Rs.) Listing Date closing benchmark] - closing benchmark] - closing benchmark] - 180th
(in Rs.) 30th calendar days from 90th calendar days from calendar days from listing
listing listing
Mainboard IPO Issues
- - - - - - - - -
SME IPO Issues
1. Rikhav Securities Limited 88.82 86.00 January 22, 2025 163.40 +2.97% [-0.88%] -14.53% [+3.93%] -22.34% [+6.64%]
2. Maxvolt Energy Industries Limited 54.00 180.00 February 19, 2025 180.00 -5.92% [+1.12%] +8.28% [+8.78%] +22.31%[+7.76%]
3. Beezaasan Explotech Limited 59.93 175.00 March 03, 2025 146.00 0.00% [+4.02%] +21.49% [+11.45%] +21.34% [ +10.54%]
4. Desco Infratech Limited 30.75 150.00 April 01, 2025 160.00 +62.47% [+5.55%] +47.03% [+10.57%] -
5. Virtual Galaxy Infotech Limited 93.29 142.00 May 19, 2025 180.00 +22.15% [-0.37%] +24.86%[-1.26%] -
6. Blue Water Logistics Limited 40.50 135.00 June 03, 2025 141.00 +13.52% [+3.71%] +10.37%[-0.47%] -
7. Samay Project Services Limited 14.69 34.00 June 23, 2025 36.05 -2.06% [+0.36%] -2.94% [+1.42%] -
8. AJC Jewel Manufacturers Limited 15.39 95.00 July 01, 2025 99.00 +4.42% [-2.65%] - -
9. Chemkart India Limited 80.08 248.00 July 14, 2025 250.00 -12.48%[-2.45%] - -
10. Umiya Mobile Limited 24.88 66.00 August 04,2025 69.00 +6.06%[-1.06%] - -
Source: www.bseindia.com / www.nseindia.com
Notes:
1. The BSE SENSEX and CNX NIFTY are considered as the Benchmark Index.
2. Price on BSE/NSE are considered for all the above calculations.
3. In case 30th, 90th and 180th day is not a trading day, closing price of the previous trading day has been considered.
4. In case 30th, 90th and 180th day, scripts are not traded then the last trading price has been considered.
5. Designated Stock Exchange as disclosed by the respective Issuer at the time of the issue has been considered for disclosing the price information.
Summary statement of price information of past issues handled by Smart Horizon Capital Advisors Private Limited (Formerly known as Shreni Capital Advisors Private
Limited):
413Financial Total Total Nos. of IPOs trading at discount Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. of funds on as on 30th calendar days from premium on as on 30th discount as on 180th calendar premium as on 180th calendar
IPOs raised listing date calendar days from listing date days from listing date days from listing date
(₹ Crores) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25% - 50% than 50% 25%- than 50% 25%- than 50% 25%- than
25% 50% 25% 50% 25% 50% 25%
2025-2026@ 7# 299.58 - - 2 1 - 4 - - - - - -
2024-2025 3& 202.75 - - 1 - - 2 - - 1 - - 2
2023-2024 - - - - - - - - - - - - - -
@The script of Desco Infratech Limited, Virtual Galaxy Infotech Limited, Blue Water Logistics Limited, Samay Project Services Limited, AJC Jewel Manufacturers Limited,
Chemkart India Limited and Umiya Mobile Limited have not completed 180 days from the date of listing.
# The script of Desco Infratech Limited, Virtual Galaxy Infotech Limited, Blue Water Logistics Limited, Samay Project Services Limited, AJC Jewel Manufacturers Limited,
Chemkart India Limited and Umiya Mobile Limited were listed on April 01, 2025, May 19,2025, June 03, 2025, June 23, 2025, July 01,2025, July 14, 2025 and August 04, 2025.
& The script of Rikhav Securities Limited, Maxvolt Energy Industries Limited and Beezaasan Explotech Limited was listed on January 22, 2025, February 19, 2025 and March 03,
2025
414Track 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, see the websites of the Book Running Lead Manager, as set
forth in the table below:
Name of Book Running Lead Manager Website
Smart Horizon Capital Advisors Private Limited https://shcapl.com/
For further details in relation to the BRLMs, please see “General Information – Book Running Lead Managers” on page 89.
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange and accordingly,
no stock market data is available for the Equity Shares.
Mechanism for redressal of Investor Grievances
The Registrar Agreement provides for retention of records with the Registrar to the Issue for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such period as
prescribed under the applicable laws, to enable the investors to approach the Registrar to the Issue for redressal of their
grievances. The Registrar to the Issue shall obtain the required information from the Self Certified Syndicate Banks
(“SCSBs”) for addressing any clarifications or grievances of ASBA Bidders.
Bidders can contact the Company Secretary and Compliance Officer and/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 or non-receipt of funds by electronic mode,
etc. For all Issue related queries and for redressal of complaints, Bidders may also write to the BRLM or Registrar
to the Issue, in the manner provided below.
All Issue related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Issue with a copy to
the relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as
name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, Unified Payments Interface
Identity (“UPI ID”), Permanent Account Number (“PAN”), address of Bidder, number of the Equity Shares applied for,
ASBA Account number in which the amount equivalent to the Bid Amount was blocked (for Bidders other than UPI Bidders)
or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI Mechanism), date of Bid cum
Application Form and the name and address of the relevant Designated Intermediary where the Bid was submitted. Further,
the Bidder shall enclose the Acknowledgment Slip or the application number from the Designated Intermediary in addition
to the documents or information mentioned hereinabove. For Issue-related grievances, investors may contact the BRLM,
details of which are given in “General Information – Book Running Lead Manager” on page 89.
All Issue-related grievances of the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such
as the name of the sole or first bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the BRLM where the Anchor Investor
Application Form was submitted by the Anchor Investor.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two 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
two Working Days from the Bid / Issue Closing Date by the intermediary responsible for causing such delay in unblocking.
The BRLM, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in
unblocking.
The SEBI ICDR Master Circular streamlines the process to handle investor issues arising out of the UPI Mechanism inter
alia in relation to delay in receipt of mandates by Bidders for blocking of funds due to systemic issues faced by Designated
Intermediaries/SCSBs and failure to unblock funds in cases of partial allotment/non allotment within prescribed timelines
and procedures.
In terms of SEBI ICDR Master Circular issued by the SEBI, 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
415within 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, in terms of SEBI ICDR Master Circular, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.
Separately, in accordance with the SEBI ICDR Master Circular, the following compensation mechanism shall be applicable
for investor grievances in relation to Bids made through the UPI Mechanism for public issue, for which the relevant SCSBs
shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of the From the date on which the request for
cancelled/withdrawn/deleted Bid Amount, whichever is higher cancellation/withdrawal/deletion is
applications placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the Instantly revoke the blocked funds From the date on which multiple
same Bid made through the UPI other than the original Bid Amount; amounts were blocked till the date of
Mechanism and actual unblock
₹100 per day or 15% per annum of the
total cumulative blocked amount
except the original Bid Amount,
whichever is higher
Blocking more amount than the Bid Instantly revoke the difference From the date on which the funds to
Amount amount, i.e., the blocked amount less the excess of the Bid Amount were
the Bid Amount; and blocked till the date of actual unblock
₹100 per day or 15% per annum of the
difference amount, whichever is
higher
Delayed unblock for non–Allotted/ ₹100 per day or 15% per annum of the From the Working Day subsequent to
partially Allotted applications Bid Amount, whichever is higher the finalisation of the Basis of
Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from
the investor, for each day delayed, the BRLM shall be liable to compensate the investor by ₹100 per day or 15% per annum
of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the day on which
the investor grievance is received till the date of actual unblock.
All grievances relating to Bids submitted with Registered Brokers, may be addressed to the Stock Exchanges, with a copy to
the Registrar to the Issue.
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 SCSBs in case of
ASBA bidders for the redressal of routine investor grievances 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 shall obtain authentication on the SCORES platform and shall comply with the SEBI circulars in relation to
redressal of investor grievances through SCORES.
Our Company has appointed Jeeveka Narendra Tharwani, as the Company Secretary and Compliance Officer. For further
details, see “General Information – Company Secretary and Compliance Officer” on page 89.
Our Company has also constituted Stakeholders’ Relationship Committee to resolve the grievances of the security holders
of our Company. For further details, see “Our Management – Stakeholders’ Relationship Committee” on page 296.
416Our Company has not received any investor grievances during the three years preceding the date of this Draft Red Herring
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this Draft Red Herring
Prospectus.
Other confirmations
No person connected with the Issue shall offer any incentive, whether direct or indirect, in any manner, whether in cash or
kind or services or otherwise to any person for making an application in the Issue, except for fees or commission for services
rendered in relation to the Issue.
417SECTION VIII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares being offered and Allotted pursuant to this Issue are and shall be subject to the provisions of the Companies
Act, 2013, the SEBI ICDR Regulations, the Securities Contracts (Regulation) Act, 1956 (“SCRA”), the Securities Contracts
(Regulation) Rules, 1957 (“SCRR”), our Memorandum of Association, our Articles of Association, the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”), the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus and the Prospectus, the Bid cum
Application Form, the Revision Form, the Abridged Prospectus and other terms and conditions as may be incorporated in
the Confirmation of Allotment Note (“CAN”), Allotment Advice and other documents and certificates that may be executed
in respect of the Issue. The Equity Shares shall also be subject to all applicable laws, guidelines, rules, notifications and
regulations relating to the issue of capital, transfer of securities and listing and trading of securities, offered from time to
time, by SEBI, Government of India (“GoI”), the Stock Exchange, the Registrar of Companies, Ahemdabad, the Reserve
Bank of India, and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions
as maybe prescribed by SEBI, GoI, the Stock Exchange, the RoC, the RBI, and/or other authorities while granting its approval
for the Issue.
Ranking of Equity Shares
The Equity Shares being offered/Allotted and transferred pursuant to the Issue will be subject to the provisions of the
Companies Act, 2013, the SEBI ICDR Regulations, the SCRA, SCRR, our Memorandum of Association and our Articles of
Association and will rank pari passu in all respects with the existing Equity Shares of our Company, including in respect of
rights to receive dividends and other corporate benefits, if any, declared by our Company after the date of Allotment as per
the applicable law. For further details, see “Main Provisions of the Articles of Association” beginning on page 446.
Mode of payment of dividend
Our Company will pay dividends, if declared, to the Shareholders, as per the provisions of the Companies Act, 2013, the
SEBI Listing Regulations, our Memorandum of Association and our Articles of Association, and any guidelines or directives
that may be issued by the Government of India in this respect or any other applicable law. Any dividends declared, after the
date of Allotment in the Issue, will be payable to the Allottees who have been Allotted Equity Shares in the Issue, for the
entire year, in accordance with applicable laws. For further details, see “Dividend Policy” and “Main Provisions of the
Articles of Association” beginning on pages 316 and 484, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹[●] each and the Issue Price is ₹[●] per Equity Share. The Floor Price is ₹[●] per
Equity Share and the Cap of the Price Band is ₹[●] per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity
Share.
The Price Band and the minimum Bid Lot will be decided by our Company, in accordance with applicable laws and, in
consultation with the BRLM, and shall be published by our Company in all editions of [●] (a widely circulated English
national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and all editions of [●] (a
widely circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat, 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 Stock Exchanges
for the purpose of uploading the same on their websites. The Price Band, along with the relevant financial ratios calculated
at the Floor Price and at the Cap Price shall be pre-filled in the Bid-cum-Application Forms available at the respective
websites of the Stock Exchanges. The Issue Price shall be determined by our Company, in consultation with the BRLM, after
the Bid/Issue Closing Date, on the basis of assessment of market demand for Equity Shares offered by way of the Book
Building Process.
At any given point in time there will be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
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 our Articles of Association, the Equity Shareholders will
have the following rights:
4181. right to receive dividends, if declared;
2. right to attend general meetings and exercise voting powers, unless prohibited by law;
3. right to vote on a poll either in person or by proxy and e-voting in accordance with the provisions of the Companies Act,
2013;
4. right to receive offers for rights shares and be allotted bonus shares, if announced;
5. right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;
6. right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations and other applicable
law; and
7. such other rights as may be available to a shareholder of a listed public company under the Companies Act, 2013, the
terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of Association.
For a detailed description of the terms of our Articles of Association relating to voting rights, dividend, forfeiture, lien,
transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of Association” beginning on page
446.
Allotment of Equity Shares only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be Allotted
only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can be applied for in
dematerialised form only. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised
form.
In this context, two agreements have been entered into between our Company, the respective Depositories and the Registrar
to the Issue:
• Tripartite agreement dated April 02, 2025 among NSDL, our Company and the Registrar to the Issue.
• Tripartite agreement dated March 27, 2025 among CDSL, our Company and Registrar to the Issue.
Market Lot and Trading Lot
Since trading of the Equity Shares will be in dematerialised form, the tradable lot is one Equity Share. Allotment in the Issue
will be only in electronic form in multiples of [●] Equity Shares of face value of ₹[●] each, subject to a minimum Allotment
of [●] Equity Shares of face value of ₹[●] each for QIBs and RIIs. For NIIs, allotment shall not be less than the Minimum
Non-Institutional Application Size. For the method of Basis of Allotment, see “Issue Procedure” beginning on page 428.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Ahemdabad at Gujarat, India.
Joint Holders
Subject to the provisions of our Articles of Association, where two or more persons are registered as the holders of the Equity
Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Period of subscription list of the Issue
For details, see “- Bid/ Issue Period” on page 421.
Nomination Facility
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, the sole Bidder, or the first bidder along with other joint Bidders, may nominate any one person in whom, in the event
of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity Shares Allotted,
if any, shall vest to the exclusion of all other persons, unless the nomination is varied or cancelled in the prescribed manner.
A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s), shall 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
419become entitled to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded
upon a sale, transfer or alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the nomination
by giving a notice of such cancellation. A buyer will 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 our Registered and Corporate Office or to the
Registrar and Share Transfer Agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the production of
such evidence as may be required by our Board, elect either:
• to register himself or herself as holder of Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our 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 days, our Board may thereafter
withhold payment of all dividend, interests, bonuses or other monies 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 will be made only in dematerialised form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder
will prevail. If Bidders want to change their nomination, they are advised to inform their respective Depository Participants.
Bid/Issue Period
BID/ISSUE OPENS ON* [●]
BID/ISSUE CLOSES ON**# [●]
* Our Company, in consultation with the BRLM, may consider participation by Anchor Investors. The Anchor Investor
Bidding Date shall be one Working Day prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR
Regulations.
** Our Company, in consultation with the BRLM, may consider closing the Bid/Issue Period for Qualified Institutional
Buyers (“QIB”) one Working Day prior to the Bid/Issue Closing Date in accordance with the SEBI ICDR Regulations.
# Unified Payments Interface (“UPI”) mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Bid/ Issue Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock On or about [●]
Exchange
Initiation of refunds for Anchor Investors/ unblocking of funds On or about [●]
from ASBA Account*
Credit of Equity Shares to demat of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock On or about [●]
Exchanges
* 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 for cancelled/withdrawn/deleted ASBA
Forms, the Bidder shall be compensated by the intermediary responsible for causing such delay in unblocking at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher, in accordance with applicable
law. For (i) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Bidder 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,; (ii) any blocking of amounts more than the Bid Amount, the Bidder
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; (iii) any delay in
unblocking of non-allotted/ partially allotted Bids, exceeding two Working Days from the Bid/Issue Closing Date, the
Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is
higher, for the entire duration of delay exceeding two Working Days from the Bid/Issue Closing Date by the SCSB for
such delay in unblocking, in accordance with applicable law. The Bidders shall be compensated by the manner specified
in the SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/ unblocking
of funds, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company
with the Self Certified Syndicate Bank(s)(“SCSB”), to the extent applicable.
420The above timetable is indicative and does not constitute any obligation on our Company or the BRLM. 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 three Working Days of Bid/
Issue Closing Date or such time as may be 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 or delay in receipt of final
certificates from SCSBs, etc. The commencement of trading of the Equity Shares will be entirely at the discretion of
the Stock Exchanges and in accordance with the applicable laws.
In terms of the UPI Circulars, in relation to the Issue, the BRLM will be required to submit reports of compliance with
timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three Working days
of Bid/ Issue Closing Date or such time 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.
Any circulars or notifications from SEBI after the date of this Draft Red Herring Prospectus may result in changes to the
listing timelines. Further, the issue procedure is subject to change basis any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/ Issue Period (except the Bid/Issue Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time (“IST”)
Bid/Issue Closing Date*
Submission of Electronic Applications (Online ASBA through 3-in-1 Only between 10.00 a.m. and up to 5.00 p.m. IST
accounts) – For RIIs, other than QIBs, Non-Institutional Investors
Submission of Electronic Applications (Bank ASBA through Online Only between 10.00 a.m. and up to 4.00 p.m. IST
channels like Internet Banking, Mobile Banking and Syndicate UPI
ASBA applications)
Submission of Electronic Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 3.00 p.m. IST
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-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications of QIBs and NIIs where Bid Amount is more
than ₹0.50 million)
Modification/ Revision/cancellation of Bids
Upward Revision of Bids by QIBs and Non-Institutional Investors Only between 10.00 a.m. on the Bid/ Issue Opening
categories# Date and up to 4.00 p.m. IST on Bid/ Issue Closing
Date
Upward or downward Revision of Bids or cancellation of Bids by RIIs Only between 10.00 a.m. on the Bid/ Issue Opening
Date and up to 5.00 p.m. IST on Bid/ Issue Closing
Date
* UPI mandate end time and date shall be at 5:00 pm on the Bid/Issue Closing Date.
# QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/ withdraw their Bids.
On the Bid/Issue Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail Individual
Investors
On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received by Retail
Individual Investors after taking into account the total number of Bids received up to closure of timings for acceptance of
Bid cum Application Forms as stated herein and as reported by the BRLM to the Stock Exchanges.
The Registrar to the Issue shall submit 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/Issue Opening Date till the Bid/Issue Closing Date by obtaining such
information from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the Working Day
and submit the confirmation to the BRLM and the Registrar to the Issue on a daily basis.
421It is clarified that Bids shall be processed only after the application monies are blocked in the application supported
by blocked amount (“ASBA”) Account and 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.
To avoid duplication, the facility of re-initiation provided to members of the Syndicate Members shall preferably be allowed
only once per bid/batch and as deemed fit by the Stock Exchanges, after closure of the time for uploading Bids.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Issue Closing Date and, in any case, no later than 12.00 p.m. (Indian Standard Time) on the
Bid/ Issue Closing Date. Any time mentioned in this Draft Red Herring Prospectus is IST. Bidders are cautioned that, in the
event a large number of Bids are received on the Bid/Issue Closing Date, 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 will be accepted
on the Stock Exchange platform only during Working Days, during the Bid/ Issue Period and shall not be accepted on
Saturdays and holidays as declared by the Stock Exchanges. The Designated Intermediaries shall modify select fields
uploaded in the Stock Exchange Platform during the Bid/Issue Period till 5.00 pm on the Bid/Issue Closing Date after which
the Stock Exchange(s) send the bid information to the Registrar to the Issue for further processing. Further, as per letter no.
list/SMD/SM/2006 dated July 3, 2006 and letter no. NSE/IPO/25101- 6 dated July 6, 2006 issued by the BSE Limited
(“BSE”) and the National Stock Exchange of India Limited (“NSE”) respectively, Bids and any revision in Bids shall not be
accepted on Saturdays, Sundays and public/bank holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall
be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges.
Our Company, in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/Issue Period in
accordance with the SEBI ICDR Regulations provided that the Cap Price will be less than or equal to 120% of the Floor
Price provided that the Cap Price shall be at least 105% of the Floor Price and the Floor Price will not be less than the face
value of the Equity Shares. Subject to compliance with the foregoing, the revision in the Price Band shall not exceed 20%
on either side, i.e., the Floor Price may move up or down to the extent of 20% of the Floor Price and the Cap Price will be
revised accordingly, but the Floor Price shall not be less than the face value of the Equity Shares. In all circumstances, the
Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of the Floor Price.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by at least three additional Working
Days following such revision of the Price Band, subject to the Bid/Issue Period not exceeding 10 Working Days. In
cases of force majeure, banking strike or similar unforeseen circumstances, our Company, for reasons to be recorded
in writing, extend the Bid/Issue Period for a minimum of one Working Day, 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, will be
widely disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the
change on the respective websites of the BRLM and at the terminals of the Syndicate Members and by intimation to
the Designated Intermediaries and the Sponsor Banks, as applicable. In case of revision of Price Band, the Bid Lot
shall remain the same.
None among our Company or any member of the Syndicate is liable for any failure in uploading the Bids due to faults
in any software/ hardware system or the blocking of Bid Amounting the ASBA Account on receipt of instructions
from the Sponsor Bank(s) 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 discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
If our Company does not receive the minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR or the
minimum subscription of 90% of the Issue on the Bid/ Issue Closing Date; or subscription level falls below aforesaid
minimum subscription after the Bid/ Issue Closing Date due to withdrawal of Bids or technical rejections or any other reason;
or in case of devolvement of Underwriting, aforesaid minimum subscription is not received within 60 days from the date of
Bid/ Issue Closing Date or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares
in the Issue, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law
including the SEBI ICDR Master Circular. If there is a delay beyond two Working Days after our Company becomes liable
to pay the amount, our Company, and every Director of our Company, who are officers in default, shall pay interest at the
rate of 15% per annum.
Undersubscription, if any, in any category except the QIB Category, would be met with spill-over from the other categories
at the discretion of our Company, in consultation with the BRLM, and the Designated Stock Exchange.
422Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders
to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire application money shall be
unblocked in the respective ASBA Accounts of the Bidders. In case of any delay in unblocking of amounts in the ASBA
Accounts (including amounts blocked through the UPI Mechanism) within such timeline as prescribed under applicable laws,
our Company shall be liable to pay interest on the application money in accordance with applicable laws.
Arrangements for disposal of odd Lots
Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will be one
Equity Share, there are no arrangements for disposal of odd lots.
New financial instruments
Our Company is not issuing any new financial instruments through the Issue.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of pre-Issue equity shareholding of our Company, minimum Promoter’s contribution and Anchor Investor
lock-in in the Issue, as detailed in “Capital Structure – History of build-up of Promoters’ shareholding in our Company/
Details of minimum Promoters’ Contribution and lock-in of Equity Shares held by our Promoters” on page 102 and except
as provided in our Articles as detailed in “Main Provisions of the Articles of Association” beginning on page 446, there are
no restrictions on transfers and transmission of shares/debentures and on their consolidation/splitting.
Option to receive Equity Shares in dematerialized form
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. Bidders
will not have the option of being Allotted Equity Shares in physical form. However, they may get the Equity Shares
rematerialized subsequent to Allotment of the Equity Shares in the Issue, subject to applicable laws.
Withdrawal of the Issue
The Issue shall be withdrawn in the event that 90% of the Issue is not subscribed.
Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue, in whole or in part thereof,
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 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. The BRLM, through the Registrar to the Issue,
shall notify the SCSBs and the Sponsor Banks, in case of UPI Bidders, to unblock the bank accounts of the ASBA Bidders
within one Working Day from the date of receipt of such notification and also inform the Bankers to the Issue to process
refunds to the Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same newspapers where
the pre-Issue advertisements have appeared and the Stock Exchanges will also be informed promptly.
If our Company, in consultation with the BRLM withdraw the Issue after the Bid/Issue Closing Date and thereafter
determines that it will proceed with a public offering of the Equity Shares, our Company shall file a fresh draft red herring
prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment and within three Working Days of
the Bid/ Issue Closing Date or such other time period as prescribed under applicable law. If Allotment is not made within
the prescribed time period under applicable law, the entire subscription amount received will be refunded/unblocked within
the time prescribed under applicable law.
423ISSUE STRUCTURE
The Issue is of up to [●] Equity Shares of face value of ₹10 each, for cash at a price of ₹[●] per Equity Share aggregating up
to ₹1,500 million. The Issue shall constitute [●]%, respectively, of the post-Issue paid-up Equity Share capital of our
Company.
In terms of Rule 19(2)(b) of the SCRR, the Issue is being made through the Book Building Process, in compliance with
Regulation 31 of the SEBI ICDR Regulations.
Particulars Qualified Institutional Non-Institutional Investors Retail Individual Investors
Buyers (“QIB”)(1)
Number of Equity Shares Not more than [●] Equity Not less than [●] Equity Not less than [●] Equity
available for Allotment or Shares of face value of ₹10 Shares of face value of ₹10 Shares of face value of ₹10
allocation*(2) each aggregating up to ₹[●] each aggregating up to ₹[●] each available for allocation
million million available for or Issue less allocation to QIB
allocation or Issue less Bidders and Non-
allocation to QIB Bidders and Institutional Investors
RIIs
Percentage of Issue Size Not less than 75% of the Not more than 15% of the Not more than 10% of the
available for Allotment or Issue shall be available for Issue less allocation to QIB Issue less allocation to QIB
allocation allocation to QIB Bidders. Bidders and Retail Individual Bidders and Non-
However, 5% of the Net QIB Investors shall be available Institutional Investors will be
Category will be available for for allocation. One-third of available for allocation
Allocation proportionately to the Non-Institutional
Mutual Funds only. Mutual Category will be available for
Funds participating in the allocation to Bidders with a
Mutual Fund Portion will Bid size of more than
also be eligible for allocation ₹200,000 and up to
in the remaining Net QIB ₹1,000,000 and two-thirds of
Category. The unsubscribed the Non-Institutional
portion in the Mutual Fund Category will be available for
Portion will be added to the allocation to Bidders with a
Net QIB Category Bid size of more than
₹1,000,000 and under-
subscription in either of these
two sub-categories of the
Non-Institutional Category
may be allocated to Bidders
in the other sub-category of
the Non-Institutional
Category in accordance with
the SEBI ICDR Regulations,
subject to valid Bids being
received at or above the Issue
Price
Basis of Allotment if Proportionate as follows The Equity Shares available The allotment to each RII
respective category is (excluding the Anchor for allocation to Non- shall not be less than the
oversubscribed* Investor Portion): Institutional Investors under minimum Bid Lot, subject to
the Non-Institutional availability of Equity Shares
a) Up to [●] Equity Shares Category shall be subject to in the Retail Category and the
of face value of ₹10 each the following: remaining available Equity
shall be available for One-third of the Non- Shares if any, shall be
allocation on a Institutional Category Allotted on a proportionate
proportionate basis to will be available for basis. For further details, see
Mutual Funds only; and allocation to Bidders “Issue Procedure” beginning
with a Bid size of more on page 428.
b) Up to [●] Equity Shares than ₹200,000 and up to
of face value of ₹10 each ₹1,000,000; and
shall be available for Two-thirds of the Non-
allocation on a Institutional Category
proportionate basis to all will be available for
424Particulars Qualified Institutional Non-Institutional Investors Retail Individual Investors
Buyers (“QIB”)(1)
QIBs, including Mutual allocation to Bidders
Funds receiving with a Bid size of more
allocation as per (a) than ₹1,000,000. The
above unsubscribed portion in
either of the
Up to 60% of the QIB aforementioned
Category (of up to [●] Equity subcategories may be
Shares of face value of ₹10 allocated to applicants in
each) may be allocated on a the other sub-category of
discretionary basis to Anchor Non-Institutional
Investors of which one-third Investors.
shall be available for
allocation to Mutual Funds The Allotment of Equity
only, subject to valid Bid Shares to each Non-
received from Mutual Funds Institutional Investor shall
at or above the Anchor not be less than the minimum
Investor Allocation Price application size, subject to
availability in the Non-
Institutional Category, and
the remainder, if any, shall be
allotted in accordance with
the conditions specified in
Schedule XIII to the SEBI
ICDR Regulations
Mode of Bid^ ASBA process only ASBA Process only ASBA Process only
(excluding UPI Mechanism) (including the UPI (including the UPI
(except in case of Anchor Mechanism), to the extent of Mechanism)
Investors) Bids up to ₹500,000
Minimum Bid Such number of Equity Such number of Equity [●] Equity Shares of face
Shares in multiples of [●] Shares in multiples of [●] value of ₹[●] each and in
Equity Shares of face value of Equity Shares of face value of multiples of [●] Equity
₹[●] such that the Bid ₹[●] each such that the Bid Shares of face value of ₹[●]
Amount exceeds ₹200,000 Amount exceeds ₹200,000 each thereafter
Maximum Bid Such number of Equity Such number of Equity Such number of Equity
Shares in multiples of [●] Shares in multiples of [●] Shares in multiples of [●]
Equity Shares of face value of Equity Shares of face value of Equity Shares of face value of
₹[●] each not exceeding the ₹[●] each not exceeding the ₹[●] each so that the Bid
size of the Issue (excluding size of the Issue (excluding Amount does not exceed
the Anchor Portion), subject the QIB Category), subject to ₹200,000
to applicable limits to each limits applicable to Bidder
Bidder
Mode of Allotment Compulsorily in dematerialised form
Bid Lot [●] Equity Shares of face value of ₹[●] each and in multiples of [●] Equity Shares of face
value of ₹[●] each thereafter
Allotment Lot [●] Equity Shares of face For NIIs allotment shall not [●] Equity Shares of face
value of ₹[●] each and in be less than the minimum value of ₹[●] each and in
multiples of one Equity Share non-institutional application multiples of one Equity Share
thereafter size. thereafter
Trading Lot One Equity Share
Who can apply(3)(4)(5) Public financial institutions Resident Indian individuals, Resident Indian individuals,
as specified in Section 2(72) Eligible Non-Resident Eligible NRIs and HUFs (in
of the Companies Act, 2013 Individuals (“NRIs”), Hindu the name of the karta)
(“Companies Act”), Undivided Families
scheduled commercial banks, (“HUFs”) (in the name of the
Mutual Funds, Foreign karta), companies, corporate
Portfolio Investors (“FPIs”) bodies, scientific institutions,
(other than individuals, societies, trusts, family
corporate bodies and family offices and FPIs who are
offices), Venture Capital individuals, corporate bodies
425Particulars Qualified Institutional Non-Institutional Investors Retail Individual Investors
Buyers (“QIB”)(1)
Funds (“VCFs”), Alternate and family offices which are
Investment Funds (“AIFs”), re-categorised as category II
Foreign Venture Capital FPIs (as defined in the SEBI
Investors (“FVCIs”) FPI Regulations) and
registered with Securities and registered with SEBI.
Exchange Board of India
(“SEBI”), multilateral and
bilateral development
financial institutions, state
industrial development
corporation, insurance
companies registered with
Insurance Regulatory and
Development Authority of
India (“IRDAI”), provident
funds (subject to applicable
law) with minimum corpus of
₹250 million, pension funds
with minimum corpus of
₹250 million, registered with
the Pension Fund Regulatory
and Development Authority
established under subsection
(1) of section 3 of the Pension
Fund Regulatory and
Development Authority Act,
2013, National Investment
Fund set up by the
Government of India (“GoI”)
through resolution F.
No.2/3/2005-DD-II dated
November 23, 2005, the
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 Non-
Banking Financial
Companies (“NBFCs”) in
accordance with applicable
laws.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors
at the time of submission of their Bids(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank
account of the ASBA Bidder, or by the Sponsor Bank(s) through the UPI Mechanism (other
than Anchor Investors), that is specified in the ASBA Form at the time of submission of the
ASBA Form
Assuming full subscription in the Issue.
^ The SEBI ICDR Master Circular has mandated that ASBA applications in public issues shall be processed only after the
application monies are blocked in the bank accounts of the Bidders.
(1) Our Company may, in consultation with the BRLM, allocate up to 60% of the QIB Category to Anchor Investors at the
Anchor Investor Issue Price, on a discretionary basis in accordance with the SEBI ICDR Regulations, subject to there
being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹100 million, (ii)
minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more
than ₹100 million but up to ₹2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹500
million per Anchor Investor, and (iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a
minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an
426additional 10 Anchor Investors for every additional ₹2,500 million or part thereof will be permitted, subject to minimum
allotment of ₹50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity
Shares, that the Bid Amount is at least ₹100 million. One-third of the Anchor Investor Portion will be reserved for
domestic Mutual Funds, subject to valid Bids being received at or above the price at which allocation is made to Anchor
Investors, which price shall be determined by our Company, in consultation with the BRLM. In the event of under-
subscription in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion shall be added to
the Net QIB Category. For further details, see “Issue Procedure” beginning on page 428.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue is being made in accordance with Rule 19(2)(b)
of the SCRR and Regulation 6(2) of the SEBI ICDR Regulations wherein not less than 75% of the Issue shall be available
for allocation on a proportionate basis to QIBs. Such number of Equity Shares representing 5% of the Net QIB Category
shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder of the Net QIB Category
shall be available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being
received from them at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5%
of the Net QIB Category, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added
to the remaining Net QIB Category for proportionate allocation to all QIBs. Further, not more than 15% of the Issue
shall be available for allocation to Non-Institutional Investors, of which (a) one-third portion shall be reserved for
applicants with a Bid size of more than ₹200,000 and up to ₹1,000,000; and (b) two-thirds portion shall be reserved for
applicants with a Bid size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-
categories may be allocated to applicants in the other sub-category of Non-Institutional Investors, subject to valid Bids
being received at or above the Issue Price and not more than 10% of the Issue shall be available for allocation to RIIs
in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue
Price.
(3) In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also
held in the same joint names and the names are in the same sequence in which they appear in the Bid cum Application
Form. 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. The signature of only such first Bidder would be required
in the Bid cum Application Form and such first Bidder would be deemed to have signed on behalf of the joint holders.
Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in any or all categories.
(4) 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 Confirmation of Allotment Note (“CAN”).
(5) 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.
Bids by FPIs with certain structures as described under “Issue Procedure - Bids by Foreign Portfolio Investors” on page
433 and having same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated
and Allotted to such successful Bidders (with same PAN) may be proportionately distributed.
Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category except the QIB
Category, would be met with spill-over from the other categories or a combination of categories at the discretion of our
Company, in consultation with the BRLM, and the Designated Stock Exchange, on proportionate basis as per the SEBI ICDR
Regulations.
427ISSUE PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in accordance
with the SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (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, 2013, 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 Exchanges 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/Applicants; (v)issuance of CAN and allotment in the Issue; (vi) general instructions
(limited to instructions for completing the Bid cum Application Form); (vii) submission of Bid cum Application Form; (viii)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application would be
rejected on technical grounds); (ix) applicable provisions of the Companies Act, 2013 relating to punishment for fictitious
applications; (x) mode of making refunds; (xi) Designated Date; (xii) interest in case of delay in allotment or refund; and
(xiii) disposal of applications.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
RTA Master Circular, shall continue to form part of the agreements being signed between the intermediaries involved in the
public issuance process and lead managers shall continue to coordinate with intermediaries involved in the said process.
Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with
Applicable Laws and did not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in the Red Herring Prospectus and the Prospectus. Further, 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 NSDL circular number NSDL/CIR/II/28/2023 dated August 8, 2023 and CDSL circular no.
CDSL/OPS/RTA/POLCY/2023/161 dated August 8, 2023, 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 Red Herring
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
The Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31
of the SEBI ICDR Regulations and in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less
than 75% of the Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company, in
consultation with the BRLM, may allocate up to 60% of the QIB Category to Anchor Investors and the basis of such
allocation will be on a discretionary basis by our Company, in consultation with the BRLM, 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 accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-
allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Category (other than the
Anchor Investor Portion). Further, 5% of the Net QIB Category shall be available for allocation on a proportionate basis to
Mutual Funds only, subject to valid Bids being received at or above the Issue Price, and the remainder of the Net QIB
Category shall be available for allocation on a proportionate basis to all QIBs (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 Category, the balance Equity Shares available for allocation in the Mutual Fund Portion will
be added to the remaining QIB Category for proportionate allocation to QIBs. Further, not more than 15% of the Issue shall
be available for allocation to Non-Institutional Investors, in accordance with the SEBI ICDR Regulations, of which one-third
of the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of more than ₹200,000 and up
to ₹1,000,000 and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with a Bid size of
more than ₹1,000,000 and under-subscription in either of these two sub-categories of the Non-Institutional Category may be
428allocated to Bidders in the other sub-category of the Non-Institutional Category in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price. Further, not more than 10% of the Issue shall
be available for allocation to Retail Individual Portion, in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received from them at or above the Issue Price. Further, up to [●] Equity Shares of face value of ₹[●] each, aggregating
up to ₹[●] million.
Undersubscription, if any, in any category, except in the Net QIB Category, would be allowed to be met with spill-over from
any other category or categories, as applicable, at the discretion of our Company and 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 Net QIB Category, will not be allowed to be met with spill-over from any other category or a combination of categories.
Investors must ensure that their Permanent Account Number (“PAN”) is linked with Aadhaar and are in compliance with
the notification issued by Central Board of Direct Taxes on February 13, 2020, and press release dated June 25, 2021 and
September 17, 2021, CBDT circular number 7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023,
read with subsequent circulars issued in relation thereto.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
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 depository participant’s
identity number (“DP ID”), client identification number (“Client ID”), PAN and unified payments interface identity number
(“UPI ID”), as applicable, 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 the Equity Shares rematerialized subsequent to Allotment
of the Equity Shares in the Issue, subject to applicable laws.
All SCSBs offering the facility of making application in public issues shall also provide facility to make application using
UPI. Our Company has appointed the Sponsor Banks to act as a conduit between the Stock Exchanges and National Payments
Corporation of India (“NPCI”) in order to facilitate collection of requests and/or payment instructions of the UPI Bidders
using the UPI.
NPCI through its circular number NPCI/UPI/OC No. 127/ 2021-22 dated December 9, 2021, inter alia, has enhanced the per
transaction limit from ₹200,000 to ₹500,000 for applications using UPI in initial public offerings.
Pursuant to the UPI Circulars, 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 short message service
(“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 no later than one Working Day from the date on which the Basis of Allotment is finalised. 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, the relevant SCSB as well as the post-Issue BRLM will be
required to compensate the concerned investor.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLM.
Further, in accordance with the SEBI ICDR Master Circular, all UPI Bidders shall provide their UPI ID in the Bid cum
Application Form submitted with any of the entities mentioned herein below:
(i) a syndicate member;
(ii) a stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website of the
stock exchange as eligible for this activity);
(iii) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
or
(iv) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity).
Electronic registration of Bids
(i) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges. The
429Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the online facilities for Book Building on a
regular basis before the closure of the Issue.
(ii) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
(iii) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 5:00 pm on the Bid/Issue Closing Date to modify select fields uploaded in
the Stock Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid
information to the Registrar to the Issue for further processing.
(iv) QIBs and Non-Institutional Investors can neither revise their bids downwards nor cancel/withdraw their bids.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be available
with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate Office. An electronic copy of
the Bid cum Application Form will also be available for download on the websites of the BSE Limited (“BSE”)
(www.bseindia.com) and the National Stock Exchange of India Limited (“NSE”) (www.nseindia.com) at least one day prior
to the Bid/Issue Opening Date.
Copies of the Anchor Investor Application Form will be available at the office of the BRLM.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. UPI
Bidders shall Bid in the Issue through the UPI Mechanism. ASBA Bidders must provide either (i) the bank account details
and authorisation to block funds in the ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the
ASBA Form. The ASBA Forms that do not contain such details are liable to be rejected. Applications made by the UPI
Bidders using third party bank account or using third party linked bank account UPI ID are liable for rejection. Anchor
Investors are not permitted to participate in the Issue through the ASBA process. UPI Bidders bidding using the UPI
Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on the website of
SEBI. ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the relevant Designated
Intermediary, submitted at the relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. In accordance with the SEBI ICDR Master Circular, the
ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts of
the Bidders. Stock Exchanges shall accept the ASBA applications in their electronic book building platform only with a
mandatory confirmation on the application monies blocked. This circular shall be applicable for all categories of investors
viz. RII, QIB, NII and other reserved categories and also for all modes through which the applications are processed.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient credit balance such that an amount
equivalent to full Bid Amount can be blocked therein, at the time of submitting the Bid. as the application made by a ASBA
Bidder shall only be processed after the Bid amount is blocked in the ASBA account of the investor’s bank accounts, pursuant
to the SEBI ICDR Master Circular.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual [●]
Investors and Eligible NRIs applying on a non-repatriation basis^
Non-Residents including Foreign Portfolio Investors (“FPIs”), Eligible Non-Resident [●]
Investors (“NRIs”) applying on a repatriation basis, foreign Venture Capital Investors
(“FVCIs”) and registered bilateral and multilateral institutions
Anchor Investors^^ [●]
* Excluding the electronic Bid cum Application Form.
^ Electronic Bid cum Application Form will be made available for download on the website of the BSE
(www.bseindia.com) and NSE (www.nseindia.com).
^^ Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLM.
In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant bid details in the electronic bidding
system of the Stock Exchanges and the Stock Exchanges shall accept the ASBA applications in their electronic bidding
system only with a mandatory confirmation on the application monies blocked. For RIIs using the UPI Mechanism, the Stock
Exchanges shall share the Bid details (including UPI ID) with the Sponsor Banks on a continuous basis to enable the Sponsor
Banks to initiate UPI Mandate Request to UPI Bidders for blocking of funds.
430In case of ASBA Forms, the relevant Designated Intermediaries shall capture and 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.
The Sponsor Banks 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 Banks will undertake reconciliation of all Bid requests and responses throughout
their lifecycle on daily basis and share reports with the BRLM in the format and within the timelines as specified under the
UPI Circulars. Sponsor Banks 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 UPI switch data, Core Banking System (“CBS”) data and
UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.
Pursuant to NSE circular number 23/2022 dated July 22, 2022 and BSE circular number 20220722-30 dated July 22, 2022,
has mandated that trading members, Syndicate Members, RTA and Depository Participants shall submit Syndicate ASBA
bids above ₹500,000 and NIB and QIB bids above ₹200,000, through SCSBs only.
For all pending UPI Mandate Requests, the Sponsor Banks shall initiate requests for blocking of funds in the ASBA Accounts
of relevant Bidders with a confirmation cut-off time of 5:00 p.m. on the Bid/Issue Closing Date (“Cut-Off Time”).
Accordingly, UPI Bidders bidding using through the UPI Mechanism should accept UPI Mandate Requests for blocking off
funds prior to the Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation on compliance with the UPI Circulars.
For ASBA Forms (other than UPI Bidders using UPI Mechanism), Designated Intermediaries (other than SCSBs) shall
submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit
it to any non-SCSB bank or any Escrow Collection Bank(s).
The Sponsor Banks 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.
Participation by the Promoters and Promoter Group of our Company, BRLM, the Syndicate Members and their
associates and affiliates and the persons related thereto
The BRLM and the Syndicate Members shall not be allowed to purchase Equity Shares in the Issue in any manner, except
towards fulfilling their respective underwriting obligations. However, the respective associates and affiliates of the BRLM
and the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional
Category as may be applicable to such Bidders, 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 BRLM and Syndicate Members, shall be treated
equally for the purpose of allocation.
Except as stated below, neither the BRLM nor any persons related to the BRLM can apply in the Issue under the Anchor
Investor Portion:
(i) mutual funds sponsored by entities which are associate of the BRLM;
(ii) insurance companies promoted by entities which are associate of the BRLM;
(iii) Alternate Investment Funds (“AIFs”) sponsored by the entities which are associate of the BRLM;
(iv) Foreign Portfolio Investors (“FPIs”) other than individuals, corporate bodies and family offices sponsored by the
entities which are associate of the BRLM; or
(v) pension funds sponsored by entities which are associate of the BRLM;
The Promoters and members of the Promoter Group shall not participate by applying for Equity Shares in the Issue. Further,
persons related to our Promoters and Promoter Group shall not apply in the Issue under the Anchor Investor Portion.
For the purposes of the above, a QIB who has the following rights shall be deemed to be a person related to our Promoters
or Promoter Group:
rights under a shareholders’ agreement or voting agreement entered into with our Promoters or Promoter Group;
431veto rights; or
right to appoint any nominee director on the Board.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” 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.
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, reserves the right to reject any Bid
without assigning any reason thereof, subject to applicable laws.
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 clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its net asset value (“NAV”) in equity shares or equity related
instruments of any single company provided that the limit of 10% 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% of any
company’s paid-up share capital carrying voting rights.
Bids by Eligible Non-resident Indians (“NRIs”)
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI Bidders
bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block their Non-Resident
External (“NRE”) accounts (including UPI ID, if activated), or foreign currency non-resident accounts (“FCNR Accounts”),
and eligible NRI Bidders bidding on a non-repatriation basis by using resident forms should authorise their SCSB 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. NRIs applying in the Issue through the UPI Mechanism are advised to enquire with the relevant bank,
whether their account is UPI linked, prior to submitting a Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents ([●] in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
([●] in colour).
Participation of Eligible NRIs in the Issue shall be subject to the Foreign Exchange Management Act (“FEMA”) Non-debt
Instrument Rules. Only bids accompanied by payment in Indian rupees or fully convertible foreign exchange will be
considered for allotment.
In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis,
shall not exceed 5% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5% 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 Overseas Citizen of India (“OCI”) put together shall not exceed 10% of the total paid-up Equity Share 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% may be raised to 24% if a special resolution to that effect is passed
by the general body of the Indian company.
For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning
on page 445.
Bids by Hindu Undivided Families (“HUFs”)
432Bids by Hindu Undivided Families or HUFs, 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 as follows: “Name of sole or first bidder: XYZ Hindu
Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bids by HUFs may be considered at par
with Bids from individuals.
Bids by Foreign Portfolio Investors (“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 Non-Debt Instruments Rules, the total holding by each
FPI, of an investor group, shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted
basis and the aggregate limit for FPI investments shall be the sectoral caps applicable to our Company, which is 100% of the
total paid-up Equity Share capital of our Company on a fully diluted basis. In case the total holding of an FPI or investor
group increases beyond 10% of the total paid-up Equity Share capital of our Company, on a fully diluted basis, the total
investment made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and
the RBI in this regard and our Company and the investor will be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable to
the sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Non-Debt Instruments Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included. Bids by FPIs which
utilise the multi-investment manager structure, submitted with the same PAN but with different beneficiary account numbers,
Client IDs and DP IDs may not be treated as multiple Bids.
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, in consultation with the BRLM,
reserves the right to reject any Bid without assigning any reason, subject to applicable laws.
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 terms of the FEMA Non-Debt Instruments Rules, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be included.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of
India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested
in the Issue to ensure there is no breach of the investment limit, within the timelines for issue procedure, as prescribed by
SEBI 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.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, on a fully diluted basis or
10% or more of the paid-up value of any series of debentures or preference shares or share warrants issued that may be issued
by our Company, the total investment made by the FPI will be re-classified as FDI subject to the conditions as specified by
SEBI and the RBI in this regard and our Company and the investor will be required to comply with applicable reporting
requirements.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative instruments
issued by, or on behalf of it subject to, inter alia, the following conditions:
(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(b) 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.
The FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for non-residents.
Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and are liable to be rejected, except for Bids
from FPIs that utilize the multiple investment manager structure in accordance with SEBI master circular number
433SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022, provided such Bids have been made with different beneficiary
account numbers, Client IDs and DP IDs.
Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the multiple investment managers
(“MIM”) Structure, and bear the same PAN, are liable to be rejected. In order to ensure valid Bids, FPIs making multiple
Bids using the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In
the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected.
Further, in the following cases, Bids by FPIs shall not be treated as multiple Bids:
• FPIs which utilise the MIM structure, indicating the name of their respective investment managers in such
confirmation;
• Offshore derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary
derivative investments;
• Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
• FPI registrations granted at investment strategy level/sub fund level where a collective investment scheme or fund
has multiple investment strategies/sub-funds with identifiable differences and managed by a single investment
manager;
• Multiple branches in different jurisdictions of foreign bank registered as FPIs;
• Government and Government related investors registered as Category 1 FPIs; and
• Entities registered as collective investment scheme having multiple share classes.
The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and identified as
a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately distributed to the Applicant
FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using the same PAN, and with different
beneficiary account numbers, Client IDs and DP IDs, are required to provide a confirmation along with each of their Bid
cum Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and
indicate the name of their respective investment managers in such confirmation. In the absence of such confirmation from
the relevant FPIs, such multiple Bids shall be rejected.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder
should not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder
utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as
disclosed in this Draft Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms
are liable to be rejected in the event that the Bid in the Bid cum Application Form “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 Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple
entities having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI
Group”) shall be below 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis. Any Bids by
FPIs and/ or the FPI Group (including but not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with
separate registrations for offshore derivative instruments and proprietary derivative instruments) for 10% or more of our total
paid-up post Issue Equity Share capital shall be liable to be rejected.
Bids by Securities and Exchange Board of India (“SEBI”) registered Venture Capital Funds (“VCFs”), Alternate
Investment Funds (“AIFs”) and Foreign Capital Investors (“FVCIs”)
SEBI VCF Regulations as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI. SEBI
AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the SEBI VCF Regulations,
the venture capital funds which have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be
regulated by the SEBI VCF Regulations until the existing fund or scheme managed by the fund is wound up and such fund
shall not launch any new scheme after the notification of the SEBI AIF Regulations. SEBI FVCI Regulations prescribe the
investment restrictions on FVCIs.
434Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not exceed 25% of
the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various
prescribed instruments, including in public offering.
Category I and II AIFs cannot invest more than 25% of the investible funds in one investee company. A Category III AIF
cannot invest more than 10% of the investible funds in one investee company. A VCF registered as a Category I AIF, as
defined in the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an
initial public offering of a venture capital undertaking whose shares are proposed to be listed. Additionally, the VCFs which
have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations
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.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if any,
will be payable in Indian Rupees only and net of bank charges and commission.
Our Company or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.
Participation of AIFs, VCFs and FVCIs shall also be subject to the FEMA Non-Debt Instruments Rules.
There is no reservation for Eligible NRI Bidders, AIFs, FPIs and FVCIs. All Bidders will be treated on the same basis with
other categories for the purpose of allocation.
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, reserves 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 the RBI, certified copies of (i) the certificate of registration
issued by the 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, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949
(the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share capital
and reserves, whichever is lower. Further, the aggregate equity investments in subsidiaries and other entities engaged in
financial and non-financial services, including overseas investments, cannot exceed 20% of the bank’s paid-up share capital
and reserves. However, a banking company may hold up to 30% of the paid-up share capital of the investee company with
the prior approval of the RBI, provided that the investee company is engaged in non-financial activities in which banking
companies are permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring
of debt, or to protect the bank’s interest on loans/investments made to a company.
Bids by Self-Certified Syndicate Banks (“SCSBs”)
SCSBs participating in the Issue are required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012, and January 2, 2013, respectively, issued by
SEBI. 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 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, subject to applicable law.
435The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, read with the Investments – Master Circular dated October 27, 2022, each as amended, 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 or health insurer;
(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 health insurer 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 health insurer 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 ₹2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with
investment assets of ₹500,000 million or more but less than ₹2,500,000 million.
Insurance companies participating in the Issue shall comply with all applicable regulations, guidelines and circulars issued
by IRDAI from time to time.
Bids by Provident Funds/Pension Funds
In case of Bids made by provident funds/pension funds with minimum corpus of ₹250.00 million registered with the Pension
Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory
and Development Authority Act, 2013, subject to applicable law, 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 under Power of Attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, systematically important non-banking finance company (“NBFC-SI”),
insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India
or the National Investment Fund and provident funds with a minimum corpus of ₹250 million (subject to applicable laws)
and pension funds with a minimum corpus of ₹250 million, registered with the Pension Fund Regulatory and Development
Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and Development Authority Act,
2013, 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 reserves the right to accept or reject any Bid in whole or in part, in
either case, without assigning any reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions
that our Company, in consultation with the BRLM, may deem fit.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section the key terms
for participation by Anchor Investors are provided below:
(a) Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the office of the BRLM.
(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100 million. A Bid
cannot be submitted for over 60% of the QIB Category. 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 ₹100 million.
(c) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
436(d) Bidding for Anchor Investors will open one Working Day before the Bid/Issue Opening Date and will be completed on
the same day.
(e) Our Company may finalise allocation to the Anchor Investors and the basis of such allocation will be on a discretionary
basis by our Company, in consultation with the BRLM, provided that the minimum number of Allottees in the Anchor
Investor Portion will not be less than:
(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100 million;
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion
is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment of ₹50 million per Anchor
Investor; and
(iii) in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such investors
and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional 10 Anchor Investors
for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million per Anchor Investor.
(f) Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. 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 Exchanges.
(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
(h) 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 Issue Price will be payable by the Anchor Investors on the Anchor Investor Pay-
in Date specified in the CAN. If the Issue Price is lower than the Anchor Investor Issue Price, Allotment to successful
Anchor Investors will be at the higher price.
(i) 50% of the Equity Shares Allotted to the Anchor Investors in the Anchor Investor Portion shall be locked in for a period
of 90 days from the date of Allotment and the remaining 50% of the Equity Shares Allotted to Anchor Investors in the
Anchor Investor Portion shall be locked in for a period of 30 days from the date of Allotment.
(j) Neither the BRLM nor any associate of the BRLM (except Mutual Funds sponsored by entities which are associates of
the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs sponsored by the entities
which are associate of the BRLM or FPIs, other than individuals, corporate bodies and family offices sponsored by the
entities which are associate of the and BRLM) shall apply in the Issue under the Anchor Investor Portion. See
“Participation by the Promoters and Promoter Group of our Company, BRLM, the Syndicate Members and their
associates and affiliates and the persons related thereto” above.
(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Category will not be considered multiple Bids.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI registered with RBI, certified copies of: (i) the certificate of registration issued by RBI,
(ii) certified copy of its 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 NBFC-SI, 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, subject to applicable law. NBFC-SI participating in the Issue shall comply with all applicable
regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for NBFC-SI shall be as prescribed by RBI from time to time.
For more information, please read the General Information Document.
The above information is given for the benefit of the Bidders. Bidders are advised to make their independent investigations
and ensure that any single Bid from it does not exceed the applicable investment limits or maximum number of the Equity
Shares that can be held by it under applicable law or regulation or as specified in the Red Herring Prospectus and the
Prospectus.
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable
and by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he/she shall surrender the
437earlier Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary
as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids, the permission given by
the Stock Exchanges to use their network and software of the electronic bidding 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 compliance with the statutory and other requirements, nor does it take any responsibility
for the financial or other soundness of our Company, the 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.
General Instructions
Please note that QIBs and Non-Institutional Investors are not permitted to withdraw their Bid(s) or lower the size of their
Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs can revise their Bid(s) during the Bid/Issue
Period and withdraw or lower the size of their Bid(s) until Bid/Issue Closing Date. Anchor Investors are not allowed to
withdraw their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of this Draft Red Herring Prospectus and under applicable law,
rules, regulations, guidelines and approvals;
2. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e., bank
account number or UPI ID, as applicable) and PAN in the Bid cum Application Form and if you are a UPI Bidder
ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in
the Bid cum Application Form;
6. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time;
7. UPI Bidders Bidding using the UPI Mechanism in the Issue shall ensure that they use only their own ASBA Account
or only their own bank account linked UPI ID to make an application in the Issue and not ASBA Account or bank
account linked UPI ID of any third party;
8. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to the relevant Designated Intermediaries;
9. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 pm on the
Bid/Issue Closing Date;
10. Ensure that the signature of the first bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
first bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is also signed by the ASBA
Account holder;
11. Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain the name of only the first bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
12. Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary;
13. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
43814. 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 number MRD/DoP/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, (ii) Bids by persons resident in the state of Sikkim, who, in terms of the
circular dated July 20, 2006 issued by SEBI, may be exempted from specifying their PAN for transacting in the
securities market, and (iii) persons/entities exempt from holding a PAN under applicable law, 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 beneficial 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. 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;
16. 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;
17. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
18. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
including a copy of the power of attorney, if applicable, are submitted;
19. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
20. Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the correct DP
ID, Client ID, UPI ID (for UPI Bidders bidding through UPI mechanism) and the PAN are mentioned in their Bid
cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders bidding through
UPI mechanism) and the PAN entered into the online initial public offerings (“IPO”) system of the Stock Exchanges
by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI
Bidders bidding through UPI mechanism) and PAN available in the Depository database;
21. In case of QIBs and NIIs, ensure that while Bidding through a Designated Intermediary, the ASBA Form 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 SEBI at www.sebi.gov.in);
22. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form or have
otherwise provided an authorisation to the SCSB or the Sponsor Banks, 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 at
the time of submission of the Bid. In case of UPI Bidder Bidding through the UPI Mechanism, ensure that you
authorise the UPI Mandate Request raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and
subsequent debit of funds in case of Allotment;
23. Ensure that the Demographic Details are updated, true and correct in all respects;
24. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the
purposes of making Application in the Issue, which is UPI 2.0 certified by NPCI;
25. The ASBA Bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
26. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release
the funds blocked in the ASBA account under the ASBA process. In case of UPI Bidders, once the Sponsor Banks
issues the Mandate Request, the UPI Bidders would be required to proceed to authorise the blocking of funds by
confirming or accepting the UPI Mandate Request to authorise the blocking of funds equivalent to application amount
and subsequent debit of funds in case of Allotment, in a timely manner;
43927. Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening the
attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI
PIN. Upon the authorisation of the mandate using his/her UPI PIN, a UPI Bidder Bidding through UPI Mechanism
shall be deemed to have verified the attachment containing the application details of the UPI Bidding through UPI
Mechanism in the UPI Mandate Request and have agreed to block the entire Bid Amount and authorised the Sponsor
Banks issue a request to block the Bid Amount specified in the Bid cum Application Form in his/her ASBA Account;
28. UPI Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single
account) and of the first bidder (in case of joint account) in the Bid cum Application Form;
29. UPI Bidders using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid should also
approve the revised UPI Mandate Request generated by the Sponsor Banks to authorise blocking of funds equivalent
to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner.
30. Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are recategorized as
category II FPI and registered with SEBI for a Bid Amount of less than ₹200,000 would be considered under the
Retail Category for the purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered
under the Non-Institutional Category for allocation in the Issue; and
31. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM.
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 on the
list available on the website of SEBI and updated from time to time and at such other websites as may be prescribed by SEBI
from time to time is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid Lot;
2. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
3. Do not Bid for a Bid Amount exceeding ₹200,000 for Bids by Retail Individual Investors
4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediary;
5. Do not Bid/revise the Bid amount to less than the floor price or higher than the cap price;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Investors);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
10. Do not submit the Bid for an amount more than funds available in your ASBA Account;
11. 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 Bidder;
12. 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;
13. 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);
14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Issue size and/or
investment limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations
or maximum amount permissible under the applicable regulations or under the terms of this Draft Red Herring
Prospectus;
15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;
44016. In case of ASBA Bidders (other than UPI Bidders using UPI mechanism), do not submit more than one Bid cum
Application Form per ASBA Account;
17. If you are UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application Form for
each UPI ID;
18. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;
19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;
21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediaries;
22. Do not submit the GIR number instead of the PAN;
23. Anchor Investors should submit Anchor Investor Application Form only to the BRLM;
24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
25. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/Issue Closing Date (for online applications)
and after 12:00 p.m. on the Bid/ Issue Closing Date (for Physical Applications);
26. 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 Investor. Retail Individual Investors can revise or
withdraw their Bids on or before the Bid/Issue Closing Date;
27. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are
UPI Bidder and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
28. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a UPI Bidder Bidding
through the UPI Mechanism. Further, do not provide details for a beneficiary account which is suspended or for
which details cannot be verified to the Registrar to the Issue;
29. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking
in the relevant ASBA Account;
30. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;
31. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
32. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the
UPI Mechanism;
33. Do not Bid if you are an OCB; and
34. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Member shall ensure that they do not upload any bids
above ₹500,000.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
For helpline details of the BRLM in accordance with the SEBI ICDR Master Circular, see “General Information – Book
Running Lead Manager” on page 89.
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 – Company Secretary and Compliance Officer” on page 89.
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, the Bidder shall be compensated in accordance
441with applicable law. Further, Investors shall be entitled to compensation in the manner specified in the SEBI ICDR Master
Circular in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
The BRLM shall be the nodal entity for any issues arising out of public issuance process. In terms of Regulation 23(5) and
Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall
continue to form part of the agreements being signed between the intermediaries involved in the public issuance process and
the BRLM shall continue to coordinate with intermediaries involved in the said process.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar to the Issue, shall ensure that the
Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in the SEBI ICDR
Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company will not make any allotment in excess of the Equity Shares offered through the Issue except in case of
oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange.
Further, upon oversubscription, an allotment of not more than 1% of the Issue to public may be made for the purpose of
making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIIs, NIIs and Anchor Investors shall be on a proportionate basis
within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer. The
Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The Allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum Bid Lot, subject to the
availability of shares in Retail Individual Investor category, and the remaining available shares, if any, shall be allotted on a
proportionate basis. Not less than 15% of the Issue shall be available for allocation to Non-Institutional Investors. The Equity
Shares available for allocation to Non-Institutional Investors under the Non-Institutional Category, shall be subject to the
following: (i) one-third of the portion available to Non-Institutional Investors shall be reserved for applicants with a Bid size
of more than ₹200,000 and up to ₹1,000,000, and (ii) two-third of the portion available to Non-Institutional Investors shall
be reserved for applicants with a Bid size of more than ₹1,000,000, provided that the unsubscribed portion in either of the
aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Investors. The
allotment to each Non-Institutional Investor shall not be less than the minimum NII application size, subject to the availability
of Equity Shares in the Non-Institutional Category, and the remaining 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.
The allotment of Equity Shares to each RII shall not be less than the minimum bid lot, subject to the availability of shares in
Retail category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Payment into Anchor Investor Escrow Account
Our Company, in consultation with the BRLM, 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. Anchor Investors are not permitted to Bid in the Issue through the ASBA process. Instead, Anchor Investors should
transfer the Bid Amount (through direct credit, real time gross settlement (“RTGS”), national automated clearing house
(“NACH”) or national electronic fund transfer (“NEFT”) to the Escrow Account(s). For Anchor Investors, the payment
instruments for payment into the Anchor Investor Escrow Account should be drawn in favour of:
(a) In case of resident Anchor Investors: “[●]”
(b) In case of Non-Resident Anchor Investors: “[●]”
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 of Bid amounts from Anchor 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 under the SEBI ICDR Regulations, in all editions of [●] (a widely
circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and all
442editions of [●] (a widely circulated Gujarati daily newspaper, Gujarati being the regional language of Gujarat, where our
Registered Office is located).
In the pre-Issue advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. This 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.
The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are advised to
make their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the
prescribed limits under applicable laws or regulations.
In accordance with RBI regulations, Overseas Corporate Body (“OCB”) cannot participate in the Issue.
Allotment Advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLM and the Registrar to the Issue,
before 9:00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the
Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is
received prior to 9:00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is
received post 9:00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges
where the equity shares of the Issuer are proposed to be listed, then the Allotment Advertisement shall be uploaded on the
websites of our Company, the BRLM, and the Registrar to the Issue, following the receipt of final listing and trading approval
from all the Stock Exchanges.
Our Company, the BRLM, and the Registrar to the Issue shall publish an allotment advertisement not later than one Working
Day after the commencement of trading, disclosing the date of commencement of trading in all editions of [●] (a widely
circulated English national daily newspaper), all editions of [●] (a widely circulated Hindi national daily newspaper) and all
editions of [●] (Gujarati daily newspaper, Gujarati being the regional language of Gujarat, where our Registered Office is
located).
Signing of the Underwriting Agreement and Filing with the RoC
a) Our Company and the Underwriters intend to enter into an Underwriting Agreement after the finalisation of the Issue
Price but prior to the filing of the Prospectus.
b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in accordance
with applicable law, which would then be termed as the Prospectus. The Prospectus will contain details of the Issue
Price, the Anchor Investor Issue Price, the 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,
2013, which is reproduced below:
“Any person who:
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) 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
(c) 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, for fraud involving an amount of at least ₹1 million
or 1% of the turnover of our 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 ₹1 million or one per cent of the turnover of our Company, whichever
443is 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 ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
• 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 Exchanges
where the Equity Shares are proposed to be listed are taken within such other time period as may be prescribed by the
SEBI or applicable law will be taken;
• the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by our Company;
• if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription amount received
will be refunded/unblocked within the time prescribed under applicable laws. If there is a delay beyond such prescribed
time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and other
applicable laws for the delayed period;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the Applicant within time prescribed under applicable laws, giving details of the bank where refunds shall be
credited along with amount and expected date of electronic credit of refund;
• where release of block on the applicable amount for unsuccessful Bidders or part of the application amount in case of
proportionate Allotment, a suitable communication shall be sent to the applicants;
• adequate arrangements shall be made to collect ASBA applications;
• that if our Company do not proceed with the Issue after the Bid/Issue Closing Date but prior to Allotment, the reason
thereof shall be given by our Company as a public notice within two days of the Bid/Issue Closing Date. The public
notice shall be issued in the same newspapers where the pre-Issue advertisements were published. The Stock Exchanges
shall be informed promptly;
• that if our Company withdraw the Issue after the Bid/Issue Closing Date, our Company shall be required to file a fresh
offer document with SEBI, in the event our Company subsequently decide to proceed with the Issue;
• that no further issue of securities shall be made till the securities offered through the Issue Document are listed or till
the application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed in
accordance with applicable law; and
• adequate arrangements shall be made to collect all Bid cum Application Forms from Bidders.
Utilisation of proceeds from the Issue
Our Board certifies that:
(i) all monies received out of the 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;
(ii) details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the time any part of the
Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilised; and
(iii) details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilised monies have been invested.
444RESTRICTIONS 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. Foreign investment is permitted (except in the prohibited sectors) in Indian companies, either through the automatic
route or the approval route, depending upon the sector in which foreign investment is sought to be made. The Government
of India makes policy announcements on FDI through press notes and press releases. The regulatory framework, over a
period of time, thus, consists of acts, regulations, press notes, press releases, and clarifications among other amendments.
The DPIIT (formerly Department of Industrial Policy and Promotion) issued the Consolidated FDI Policy Circular dated
October 15, 2020, with effect from October 15, 2020 (the “Consolidated FDI Policy”), which consolidates and supersedes
all previous press note, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to
October 15, 2020. Under the current Consolidated FDI Policy, 100% foreign investment is permitted in ‘Manufacturing’
sector under automatic route.
In terms of Press Note 3 of 2020, dated April 17, 2020 (“Press Note”), issued by the DPIIT, the Consolidated FDI Policy
and the FEMA Non-Debt Instruments Rules has been amended to state that all investments under the foreign direct
investment route 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. 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. Pursuant to the Foreign Exchange
Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a
member, shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of
the investments of such bank of fund in India. 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.
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 Consolidated FDI Policy and transfer
does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral
limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by the
SEBI/RBI.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids by Eligible
Non-resident Indians” and “Issue Procedure – Bids by Foreign Portfolio Investors” on page 432 and 433, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act or any
other applicable law of 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 U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold
outside of the United States in offshore transactions as defined in and in compliance with Regulation S under the U.S.
Securities Act and the applicable laws of the jurisdiction where such offers and sales are made.
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.
For further details, see “Issue Procedure” beginning on page 428.
The above information is given for the benefit of the Bidders. Our 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 Draft 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.
445SECTION IX – MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION
*Adoption of Articles of Association Vide Special Resolution Passed by the Members through Extra-Ordinary
General Meeting held on April 23, 2025.
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION*
OF
DEON ENERGY LIMITED
(Incorporated under the Companies Act, 2013)
*This set of Articles of Association has been approved pursuant to the provisions of Section 14 of the Companies Act, 2013
and by a special resolution passed at the Extraordinary General Meeting of Deon Energy Limited (the “Company”) held on
23rd April 2025. These Articles have been adopted as the Articles of Association of the Company in substitution for and to
the exclusion of all the existing Articles thereof.
No regulation contained in Table “F” in the First Schedule to Companies Act, 2013 shall apply to this Company unless
expressly made applicable in these Articles or by the said Act but the regulations for the Management of the Company and
for the observance of the Members thereof and their representatives shall be as set out in the relevant provisions of the
Companies Act, 2013 and subject to any exercise of the statutory powers of the Company with reference to the repeal or
alteration of or addition to its regulations by Special Resolution as prescribed by the said Companies Act, 2013 be such as
are contained in these Articles unless the same are repugnant or contrary to the provisions of the Companies Act, 2013 or
any amendment thereto.
1. (1) The regulations contained in table “F” of schedule I to the Companies Act, 2013 Table ‘F’ shall
shall apply only in so far as the same are not provided for or are not inconsistent apply
with these Articles.
(2) The regulations for the management of the Company and for the observance by Company to be
the members thereto and their representatives, shall, subject to any exercise of governed by these
the statutory powers of the Company with reference to the deletion or alteration Articles
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.
Definitions and Interpretation
2. In these Articles —
(a) “Act” means the Companies Act, 2013 (including the relevant rules framed “Act”
thereunder) or any statutory modification or re-enactment thereof for the
time being in force and the term shall be deemed to refer to the applicable
section thereof which is relatable to the relevant Article in which the said
term appears in these Articles and any previous company law, so far as
may be applicable.
(b) “Applicable Laws” means all applicable statutes, laws, ordinances, rules “Applicable
and regulations, judgments, notifications circulars, orders, decrees, Laws”
byelaws, guidelines, or any decision, or determination, or any
interpretation, policy or administration, having the force of law, including
but not limited to, any authorization by any authority, in each case as in
effect from time to time
(c) “Articles” or “ means these articles of association of the Company or as “Articles”
altered from time to time.
(d) “Board of Directors” or “Board”, means the collective body of the “Board of
Directors of the Company nominated and appointed from time to time in Directors” or
accordance with Articles 84 to 90, herein, as may be applicable. “Board”
(e) “Company” means Deon Energy Limited, a public company incorporated “Company”
with limited liability under the Applicable Laws.
446(f) “Lien” means any mortgage, pledge, charge, assignment, hypothecation, “Lien”
security interest, title retention, preferential right, option (including call
commitment), trust arrangement, any voting rights, right of set-off,
counterclaim or banker’s lien, privilege or priority of any kind having the
effect of security, any designation of loss payees or beneficiaries or any
similar arrangement under or with respect to any insurance policy;
(g) “Rules” means the applicable rules for the time being in force as “Rules”
prescribed under relevant sections of the Act.
(h) “Memorandum” means the memorandum of association of the Company “Memorandum”
or as altered from time to time.
Construction
In these Articles (unless the context requires otherwise):
(i) References to a party shall, where the context permits, include such party’s
respective successors, legal heirs and permitted assigns.
(ii) 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.
(iii) 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.
(iv) 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.
(v) 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”.
(vi) The terms “hereof”, “herein”, “hereto”, “hereunder” or similar expressions
used in these Articles mean and refer to these Articles and not to any
Article of these Articles, unless expressly stated otherwise.
(vii) Unless otherwise specified, time periods within or following which any
payment is to be made or act is to be done shall be calculated by excluding
the day on which the period commences and including the day on which
the period ends and by extending the period to the next Business Day
following if the last day of such period is not a Business Day; and
whenever any payment is to be made or action to be taken under these
Articles is required to be made or taken on a day other than a Business
Day, such payment shall be made or action taken on the next Business Day
following.
(viii) A reference to a party being liable to another party, or to liability, includes,
but is not limited to, any liability in equity, contract or tort (including
negligence).
(ix) 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.
(x) References made to any provision of the Act shall be construed as meaning
and including the references to the rules and regulations made in relation to
the same by the MCA. The applicable provisions of the Companies Act,
1956 shall cease to have effect from the date on which the corresponding
provisions under the Companies Act, 2013 have been notified.
(xi) 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.
Share capital and variation of rights
3. The authorized share capital of the Company shall be such amount and be divided Authorized share
into such shares as may from time to time, be provided in Clause V of capital
Memorandum, divided into such number, classes and descriptions of Shares and
into such denominations, as stated therein, with power to reclassify, subdivide,
447consolidate and increase and with power from time to time, to issue any shares
of the original capital or any new capital and upon the sub-division of shares to
apportion the right to participate in profits, in any manner as between the shares
resulting from sub-division.
4. Subject to the provisions of the Act and these Articles, the shares in the capital Shares under
of the Company shall be under the control of the Board who may by sending a control of Board
letter of offer, 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 (subject to the compliance with the provision of section 53 and
54 of the Act) and at such time as they may from time to time think fit provided
that the option or right to call for shares shall not be given to any person or
persons without the sanction of the Company in the general meeting. The Board
shall cause to be filed the returns as to allotment as may be prescribed from time
to time.
Any application signed by or on behalf of an applicant for subscription for Shares
in the Company, followed by an allotment of any Shares therein, shall be an
acceptance of Shares within the meaning of these Articles, and every person,
who, thus or otherwise, accepts any Shares and whose name is entered on the
Registered shall, for the purpose of these Articles, be a member.
The Board shall observe the restrictions as regards allotment of Shares to the
public contained in the Act and other applicable Law, and as regards return on
allotments, the Board shall comply with applicable provisions of the Act and
other applicable Law.
The money, if any, which the Board shall, on the allotment of any shares being
made by them, require or direct to be paid by way of deposit, call or otherwise,
in respect of any Shares allotted by them, shall immediately on the insertion of
the name of the allottee in the Register of Members as the name of the holder of
such Shares, become a debt due to and recoverable by the Company from the
allottee thereof, and shall be paid by him accordingly, in the manner prescribed
by the Board.
Every member 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
Regulations of the Company, require or fix for the payment thereof.
5. Subject to the provisions of the Act, these Articles and with the sanction of the Board may allot
Company in the general meeting to give to any person or persons the option or shares otherwise
right to call for any shares either at par or premium during such time and for such than for cash
consideration as the Board think fit, the Board may issue, allot or otherwise
dispose 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, provided that the option or right
to call of shares shall not be given to any person or persons without the sanction
of the Company in the general meeting.
5A. The Company may issue the following kinds of shares in accordance with these Kinds of share
Articles, the Act, the Rules and other Applicable Laws: capital
(a) Equity Share capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance
with the Rules; and
(b) Preference share capital, non-convertible into Equity Shares, as permitted
and in accordance with Applicable Laws, from time to time.
4486. (1) The Company shall keep or cause to be kept a Register and Index of Members, Issue of certificate
in accordance with the applicable Sections of the Act. The Company shall be
entitled to keep, in any State or Country outside India, a Branch Register of
Members, in respect of those residents in that State or Country.
Every person whose name is entered as a member in the register of members shall
be entitled to receive within two months after allotment or within one month from
the date of receipt by the Company of the application for the registration of
transfer or transmission, sub-division, consolidation or renewal of shares or
within such other period as the conditions of issue shall provide –
(a) one or more certificates in marketable lots for all his shares of each class or
denomination registered in his name without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of
Rupees Twenty for each certificate or such charges as may be fixed by the
Board for each certificate after the first.
(2) In respect of any share or shares held jointly by several persons, the Company Issue of share
shall not be bound to issue more than one certificate, and delivery of a certificate certificate in case
for a share to the person first named on the register of members shall be sufficient of joint holding
delivery to all such holders.
(3) Every certificate shall specify the shares to which it relates, distinctive numbers Option to receive
of shares in respect of which it is issued and the amount paid-up thereon and shall share certificate
be in such form as the Board may prescribe and approve. or hold shares
with depository
7. A person subscribing to shares offered by the Company shall have the option Option to receive
either to receive certificates for such shares or hold the shares in a dematerialized share certificate
state with a depository, in which event the rights and obligations of the parties or hold shares
concerned and matters connected therewith or incidental thereof, shall be with depository
governed by the provisions of the Depositories Act, 1996 as amended from time
to time, or any statutory modification thereto or re-enactment thereof. Where a
person opts to hold any share with the depository, the Company shall intimate
such depository the details of allotment of the share to enable the depository to
enter in its records the name of such person as the beneficial owner of that share.
The Company shall also maintain a register and index of beneficial owners in
accordance with all applicable provisions of the Companies Act, 2013 and the
Depositories Act, 1996 with details of shares held in dematerialized form in any
medium as may be permitted by law including in any form of electronic medium.
8. If any certificate be worn out, defaced, mutilated or torn or if there be no further Issue of new
space on the back for endorsement of transfer, then upon production and certificate in place
surrender thereof to the Company, a new certificate may be issued in lieu thereof, of one defaced,
and if any certificate is lost or destroyed then upon proof thereof to the lost or destroyed
satisfaction of the Company and on execution of such indemnity as the Board
deems adequate, a new certificate in lieu thereof shall be given. Every certificate
under this Article shall be issued on payment of fees not less than Rupees twenty
and not more than Rupees fifty for each certificate as may be fixed by the Board.
Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on
the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above, the Board shall comply with
such rules or regulations or requirements of any stock exchange or the rules made
under the Act or rules made under the Securities Contracts (Regulation) Act,1956
or any other act, or rules applicable thereof in this behalf.
8A. Except as required by Applicable Laws, no person shall be recognized by the Company not
Company as holding any share upon any trust, and the Company shall not be compelled to
bound by, or be compelled in any way to recognize (even when having notice recognize any
thereof) any equitable, contingent, future or partial interest in any share, or any equitable,
interest in any fractional part of a share, or (except only as by these Articles or
449by Applicable Laws) any other rights in respect of any share except an absolute contingent
right to the entirety thereof in the registered holder. interest
8B. Subject to the applicable provisions of the Act and other Applicable Laws, any Terms of issue of
debentures, debenture-stock or other securities may be issued at a premium or debentures
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 and attending (but not
voting) at a general meeting, appointment of nominee directors, etc. Debentures
with the right to conversion into or allotment of shares shall be issued only with
the consent of the Company in a general meeting by special resolution.
9. The provisions of the foregoing Articles relating to issue of certificates shall Provisions as to
mutatis mutandis apply to issue of certificates for any other securities including issue of
debentures (except where the Act otherwise requires) of the Company. certificates to
apply mutatis
mutandis to
debentures, etc.
10. (1) The Company may exercise the powers of paying commissions conferred by the Power to pay
Act, to any person in connection with the subscription to its securities, provided commission in
that the rate per cent or the amount of the commission paid or agreed to be paid connection with
shall be disclosed in the manner required by the Act and the Rules. securities issued
(2) The rate or amount of the commission shall not exceed the rate or amount Rate of
prescribed in the Rules. commission in
accordance with
Rules
(3) The commission may be satisfied by the payment of cash or the allotment of fully Mode of payment
or partly paid shares or partly in the one way and partly in the other. of commission
11. (1) If at any time the share capital is divided into different classes of shares, the rights Variation of
attached to any class (unless otherwise provided by the terms of issue of the members’ rights
shares of that class) may, subject to the provisions of the Act, and whether or not
the Company is being wound up, be varied with the consent in writing, of such
number of the holders of the issued shares of that class, or with the sanction of a
resolution passed at a separate meeting of the holders of the shares of that class,
as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles relating to Provisions as to
general meetings shall mutatis mutandis apply. general meetings
to apply mutatis
mutandis to each
Meeting
12. The rights conferred upon the holders of the shares of any class issued with Issue of further
preferred or other rights shall not, unless otherwise expressly provided by the shares not to
terms of issue of the shares of that class, be deemed to be varied by the creation affect rights of
or issue of further shares ranking pari passu therewith. existing members
13. Subject to section 55 and other provisions of the Act, the Board shall have the Power to issue
power to issue or re-issue preference shares of one or more classes which are redeemable
liable to be redeemed, or converted to equity shares, on such terms and conditions preference shares
and in such manner as determined by the Board in accordance with the Act.
On the issue of Redeemable Preference Shares under the provisions of the
preceding Article, the following provisions shall take effect:-
(i) No such Shares shall be redeemed except out of the profits of the
Company which would otherwise be available for dividend or out of the proceeds
of a fresh issue of Shares made for the purpose of the redemption.
(ii) No such Shares shall be redeemed unless they are fully paid. The period
of redemption in case of preference shares shall not exceed the maximum period
for redemption provided under Section 55 of the Act;
450(iii) The premium, if any, payable on redemption, must have been provided
for, out of the profits of the Company or the Share Premium Account of the
Company before, the Shares are redeemed; and
(iv) Where any such Shares are redeemed otherwise than out of the proceeds
of a fresh issue, there shall, out of profits which would otherwise have been
available for dividend, be transferred to a reserve fund to be called “Capital
Redemption Reserve Account”, a sum equal to the nominal amount of the Shares
redeemed and the provisions of the Act, relating to the reduction of the Share
Capital of the Company, shall, except as provided in Section 80 of the Act, apply
as if “Capital Redemption Reserve Account” were paid up Share capital of the
Company.
Whenever the capital, by reason of the issue of Preference Shares or otherwise,
is divided into different classes of shares, all or any of the rights and privileges
attached to each class may, subject to the applicable provisions of the Act, be
modified, commuted, affected or abrogated, or dealt with by an agreement
between the Company and any person purporting to contract on behalf of that
class, provided such agreement is ratified, in writing, by holders of at least three-
fourths in nominal value of the issued Shares of the class or is confirmed by a
special resolution passed at a separate general meeting of the holders of Shares
of that class and all the provisions hereinafter contained as to general meetings,
shall, mutatis mutandis, apply to every such meeting.
14. (1) Where at any time, the Company proposes to increase its subscribed capital by Further issue of
issue of further shares, either out of the unissued capital or the increased share share capital
capital, such shares shall be offered:
to persons who, at the date of offer, are holders of Equity Shares of the Company,
in proportion as near as circumstances admit, to the share capital paid up on those
shares by sending a letter of offer on the following conditions : -
the aforesaid offer shall be made by a notice specifying the number of shares
offered and limiting a time prescribed under the Act from the date of the offer
within which the offer, if not accepted, will be deemed to have been declined
the aforementioned offer 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 mentioned in sub-Article (i), above shall
contain a statement of this right; and
after the expiry of the time specified in the aforesaid notice or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept
the shares offered, the Board of Directors may dispose of them in such manner
which is not disadvantageous to the shareholders and the Company; or
to employees under any scheme of employees’ stock option, subject to a special
resolution passed by the Company and subject to the conditions as specified
under the Act and Rules thereunder; or
to any persons, if it is authorized by a special resolution passed by the Company
in a General Meeting, whether or not those persons include the persons referred
to in clause (a) or clause (b) above, either for cash or for consideration other than
cash, subject to applicable provisions of the Act and Rules thereunder.
The notice referred to in sub-clause (i) of sub-Article (a) shall be dispatched
through registered post or speed post or through electronic mode to all the
existing Members at least 3 (three) days before the opening of the issue.
The provisions contained in this Article shall be subject to the provisions of the
section 42 and section 62 of the Act, the rules thereunder and other applicable
provisions of the Act.
451Notwithstanding anything contained in sub-clause (i) thereof, the further Shares
aforesaid may be offered to any persons, if it is authorised by a special resolution,
(whether or not those persons include the persons referred to in clause (a) of sub-
clause (i) hereof) in any manner 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 the compliance with the applicable provisions of
Chapter III and any other conditions as may be prescribed in the Act and the rules
made thereunder.
The notice referred to in above sub-clause hereof shall be dispatched through
registered post or speed post or through electronic mode to all the existing
shareholders at least 3 (three) days before the opening of the issue.
Nothing in sub-clause above hereof shall be deemed:
(a) To extend the time within the offer should be accepted; or
(b) To authorise any person to exercise the right of renunciation for a
second time, on the ground that the person in whose favour the remuneration was
first made has declined to take the Shares comprised in the renunciation.
(2) 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 debenture or loans into
shares in the Company.
Provided that the terms of issue of such debentures or loan containing such an
option have been approved before the issue of such debenture or the raising of
loan by a special resolution passed by the Company in general meeting.
(3) A further issue of shares may be made in any manner whatsoever as the Board Mode of further
may determine including by way of preferential offer or private placement, issue of shares
subject to and in accordance with the Act and the Rules.
The provisions contained in this Article shall be subject to the provisions of the
section 42 and section 62 of the Act and other applicable provisions of the Act
and rules framed thereunder.
Subject to the provisions of the Act, the Company shall have the power to make Power to make
compromise or make arrangements with creditors and members, consolidate, compromise or
demerge, amalgamate or merge with other company or companies in accordance arrangement
with the provisions of the Act and any other applicable laws.
15. (1) The Company shall have a first and paramount Lien – Company’s lien
on shares
(a) on every share (not being a fully paid share) and upon the proceeds of
sale thereof 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 member, for all monies presently payable by him or his estate to the
Company:
Provided that the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this Article.
Provided further that Company’s lien, if any, on such partly paid shares, shall be
restricted to money called or payable at a fixed price in respect of such shares.
(2) The Company’s Lien, if any, on a share shall extend to all dividends or interest, Lien to extend to
as the case may be, payable and bonuses declared from time to time in respect of dividends, etc.
such shares for any money owing to the Company.
However, a member shall exercise any voting rights in respect of the shares in
regard to which the Company has exercised the right of Lien.
452(3) Unless otherwise agreed by the Board, the registration of a transfer of shares shall Waiver of Lien in
operate as a waiver of the Company’s Lien. case of
registration
16. The Company may sell, in such manner as the Board thinks fit, any shares on As to enforcing
which the Company has a Lien: Lien by sale
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 to the person entitled thereto by reason of his death or insolvency
or otherwise.
17. (1) To give effect to any such sale, the Board may authorize some person to transfer Validity of sale
the shares sold to the purchaser thereof
(2) The purchaser shall be registered as the holder of the shares comprised in any Purchaser to be
such transfer. registered holder
(3) The receipt of the Company for the consideration (if any) given for the share on Validity of
the sale thereof shall (subject, if necessary, to execution of an instrument of Company’s
transfer or a transfer by relevant system, as the case may be) constitute a good receipt
title to the share and the purchaser shall be registered as the holder of the share.
(4) The purchaser shall not be bound to see to the application of the purchase money, Purchaser not
nor shall his title to the shares be affected by any irregularity or invalidity in the affected
proceedings with reference to the sale
18. (1) The proceeds of the sale shall be received by the Company and applied in Application of
payment of such part of the amount in respect of which the Lien exists as is proceeds of sale
presently payable.
(2) The residue, if any, shall, subject to a like Lien for sums not presently payable as Payment of
existed upon the shares before the sale, be paid to the person entitled to the shares residual money
at the date of the sale.
19. The provisions of these Articles relating to Lien shall mutatis mutandis apply to Provisions as to
any other securities including debentures of the Company. Lien to apply
mutatis mutandis
to debentures, etc.
Calls on shares
20. (1) The Board may, from time to time, make calls upon the members in respect of Board may make
any monies unpaid on their shares (whether on account of the nominal value of Calls
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.
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying Notice of call
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.
(3) A call may be revoked or postponed at the discretion of the Board Revocation or
postponement of
call
21. A call shall be deemed to have been made at the time when the resolution of the Call to take effect
Board authorizing the call was passed and may be required to be paid by from date of
instalments. resolution
22. The joint holders of a share shall be jointly and severally liable to pay all calls in Liability of joint
respect thereof. holders of shares
23. (1) If a sum called in respect of a share is not paid before or on the day appointed for When interest on
payment thereof (the “due date”), the person from whom the sum is due shall pay call or instalment
interest thereon from the due date to the time of actual payment at such rate as payable
may be fixed by the Board.
453(2) The Board shall be at liberty to waive payment of any such interest wholly or in Board may waive
part. interest
24. (1) Any sum which by the terms of issue of a share becomes payable on allotment or Sums deemed to
at any fixed date, whether on account of the nominal value of the share or by way be calls
of premium, shall, for the purposes of these Articles, be deemed to be a call duly
made and payable on the date on which by the terms of issue such sum becomes
payable.
(2) In case of non-payment of such sum, all the relevant provisions of these Articles Effect of
as to payment of interest and expenses, forfeiture or otherwise shall apply as if nonpayment of
such sum had become payable by virtue of a call duly made and notified. sums
(3) On the trial or hearing of any action or suit brought by the Company against any Suit by company
member or his representative for the recovery of any money claimed to be due to for recovery of
the Company in respect of his Shares, it shall be sufficient to prove that the name money against
of the member, in respect of whose Shares the money is sought to be recovered, any member
appears or is entered on the Register of Members as the holder, at or subsequent
to the date at which the money is sought to be recovered, is alleged to have
become due on the Shares in respect of which money is sought to be recovered,
and that the resolution making the call is duly recorded in the minute book, and
that notice, of which call, was duly given to the member or his representatives
and used in pursuance of these Articles, and it shall not be necessary to prove the
appointment of the Directors who made such call, and not that a quorum of
Directors was present at the meeting of the Board at which any call was made,
and nor that the meeting, at which any call was made, has duly been convened or
constituted nor any other matter whatsoever, but the proof of the matters
aforesaid shall be conclusive of the debt.
(4) Neither the receipt by the Company of a portion of any money which shall, from Enforcing
time to time, be due from any member to the Company in respect of his Shares, forfeiture of
either by way of principal or interest, nor any indulgence granted by the Company shares by
in respect of the payment of any such money, shall preclude the Company from Company
thereafter proceeding to enforce a forfeiture of such Shares as hereinafter
provided.
25. The Board – Payment in
anticipation of
(a) may, if it thinks fit, subject to the provisions of the Act, receive from any calls may carry
member willing to advance the same, all or any part of the monies uncalled interest
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 as may
be fixed by the Board. Nothing contained in this clause shall confer on the
member (a) any right to participate in profits or dividends or (b) any voting
rights in respect of the moneys so paid by him until the same would, but for
such payment, become presently payable by him.
The Directors may at any time repay the amount so advanced.
26. If by the conditions of allotment of any shares, the whole or part of the amount Installments on
of issue price thereof shall be payable by installments, then every such shares to be duly
installment shall, when due, be paid to the Company by the person who, for the paid
time being and from time to time, is or shall be the registered holder of the share
or the legal representative of a deceased registered holder.
27. All calls shall be made on a uniform basis on all shares falling under the same Calls on shares of
class. same class to be on
uniform basis
Explanation: Shares of the same nominal value on which different amounts have
been paid-up shall not be deemed to fall under the same class.
28. The provisions of these Articles relating to calls shall mutatis mutandis apply to Provisions as to
any other securities including debentures of the Company. calls to apply
mutatis mutandis
to debentures, etc.
29. Dematerialization
454Notwithstanding anything contained in the Articles, the Company shall be Dematerialization
entitled to dematerialise its shares, debentures and other securities and offer such Of Securities
shares, debentures and other securities in a dematerialised form pursuant to the
Depositories Act 1996.
Notwithstanding anything contained in the Articles, and subject to the provisions
of the law for the time being in force, the Company shall on a request made by a
beneficial owner, re-materialise the shares, which are in dematerialised form.
Every Person subscribing to the shares offered by the Company shall have the
option to receive share certificates or to hold the shares with a Depository. Where
Person opts to hold any share with the Depository, the Company shall intimate
such Depository of details of allotment of the shares to enable the Depository to
enter in its records the name of such Person as the beneficial owner of such
shares. Such a Person who is the beneficial owner of the shares can at any time
opt out of a Depository, if permitted by the law, in respect of any shares 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
certificate of shares. In the case of transfer of shares or other marketable
securities where the Company has not issued any certificates and where such
shares or securities are being held in an electronic and fungible form, the
provisions of the Depositories Act 1996 shall apply.
If a Person opts to hold his shares with a Depository, the Company shall intimate
such Depository the details of allotment of the shares, and on receipt of the
information, the Depository shall enter in its record the name of the allottee as
the beneficial owner of the shares.
The register and index of beneficial owners maintained by a Depository under
the Depositories Act, 1996 shall be deemed to be a register and index of members
for the purposes of the Act.
All shares held by a Depository shall be dematerialised and shall be in a fungible
form.
(a) Notwithstanding anything to the contrary contained in the Act or the
Articles, a Depository shall be deemed to be the registered owner for the purposes
of effecting any transfer of ownership of shares on behalf of the beneficial owner.
(b) Save as otherwise provided in (a) above, the Depository as the registered
owner of the shares shall not have any voting rights or any other rights in respect
of shares held by it.
Every person holding shares of the Company and whose name is entered as the
beneficial owner in the records of the Depository shall be deemed to be the owner
of such shares and shall also be deemed to be a shareholder of the Company. The
beneficial owner of the shares shall be entitled to all the liabilities in respect of
his shares which are held by a Depository. The Company shall be further entitled
to maintain a register of members with the details of members holding shares
both in material and dematerialised form in any medium as permitted by law
including any form of electronic medium.
Notwithstanding anything in the Act or the Articles to the contrary, where shares
are held in a Depository, the records of the beneficial ownership may be served
by such Depository on the Company by means of electronic mode or by delivery
of disks, drives or any other mode as prescribed by law from time to time.
Nothing contained in the Act or the Articles regarding the necessity to have
distinctive numbers for securities issued by the Company shall apply to securities
held with a Depository.
Transfer of shares
30. (1) A common form of transfer shall be used and the instrument of transfer of any Instrument of
share in the Company shall be in writing which shall be duly executed by or on transfer to be
behalf of both the transferor and transferee and shall be duly stamped and executed by
delivered to the Company within the prescribed period and all provisions of
455section 56 of the Act and statutory modification thereof for the time being shall transferor and
be duly complied with in respect of all transfer of shares and registration thereof. transferee
Every instrument of transfer shall be in writing and all provisions of the Act, the
rules and applicable laws shall be duly complied with. The instrument shall also
be duly stamped, under the relevant provisions of the Law, for the time being, in
force, and shall be signed by or on behalf of the transferor and the transferee, and
in the case of Share held by two or more holders or to be transferred to the joint
names of two or more transferees by all such joint holders or by all such joint
transferees, as the case may be.
(2) The Company shall keep the “Register of Transfers” and therein shall fairly and Register of
distinctly enter particulars of every transfer or transmission of any Share. transfer
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.
31. The Board may, subject to the right of appeal conferred by the section 58 of the Board may refuse
Act decline to register – to register
transfer
(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.
The registration of a transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever.
32. The Board may decline to recognize any instrument of transfer unless- Board may
decline to
(a) the instrument of transfer is duly executed and is in the form as prescribed recognize
in the Rules made under sub-section (1) of section 56 of the Act; instrument of
transfer
(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.
The registration of a transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever.
33. On giving of previous notice of at least seven days or such lesser period in Transfer of shares
accordance with the Act and Rules made thereunder, the registration of transfers when suspended
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.
33A Subject to the provisions of sections 58 and 59 of the Act, these Articles and other Notice of refusal
applicable provisions of the Act or any other Applicable Laws for the time being to register
in force, the Board with sufficient cause, may refuse whether in pursuance of any transfer
power of the Company under these Articles or any other Applicable Laws to
register the transfer of, or the transmission by operation of Applicable Laws of
the right to, any shares or interest of a member in or debentures of the Company.
The Company shall within one (1) month from the date on which the instrument
of transfer, or the intimation of such transmission, as the case may be, was
delivered to Company, or such other period as may be prescribed, send notice of
the refusal to the transferee and the transferor or to the person giving intimation
of such transmission, as the case may be, giving reasons for such refusal.
Provided that, subject to provisions of Article 32, the registration of a transfer
shall not be refused on the ground of the transferor being either alone or jointly
with any other person or persons indebted to the Company on any account
whatsoever. Transfer of shares/debentures in whatever lot shall not be refused.
45634. The provisions of these Articles relating to transfer of shares shall mutatis Provisions as to
mutandis apply to any other securities including debentures of the Company. transfer of shares
to apply mutatis
mutandis to
debentures, etc.
35. An application for the registration of a transfer of Shares in the Company may be Application for
made either by the transferor or the transferee. Where such application is made registration of
by a transferor and relates to partly paid Shares, the Company shall give notice transfer of shares
of the application to the transferee. The transferee may, within two weeks from
the date of the receipt of the notice and not later, object to the proposed transfer.
The notice to the transferee shall be deemed to have been duly given, if
dispatched by prepaid registered post to the transferee at the address given in the
instrument of transfer and shall be deemed to have been delivered at the time
when it would have been delivered in the ordinary course of post.
Transmission of shares
36. (1) On the death of a member, the survivor or survivors where the member was a Title to shares on
joint holder, and his nominee or nominees or legal representatives where he was death of a
a sole holder, shall be the only persons recognized by the Company as having member
any title to his interest in the shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any Estate of deceased
liability in respect of any share which had been jointly held by him with other member liable
persons.
(3) Any person becoming entitled to a share in consequence of the death or Transmission
insolvency of a member may, upon such evidence being produced as may from Clause
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.
(4) The Board shall, in either case, have the same right to decline or suspend Board’s right
registration as it would have had, if the deceased or insolvent member had unaffected
transferred the share before his death or insolvency.
37. (1) If the person so becoming entitled shall elect to be registered as holder of the Right to election
share himself, he shall deliver or send to the Company a notice in writing signed of holder of share
by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election Manner of
by executing a transfer of the share. testifying election
(3) All the limitations, restrictions and provisions of these regulations relating to the Limitations
right to transfer and the registration of transfers of shares shall be applicable to applicable to
any such notice or transfer as aforesaid as if the death or insolvency of the notice
member had not occurred and the notice or transfer were a transfer signed by that
member.
38. A person becoming entitled to a share by reason of the death or insolvency of the Claimant to be
holder shall be entitled to the same dividends and other advantages to which he entitled to same
would be entitled if he were the registered holder of the share, except that he shall advantage
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.
45739. The provisions of these Articles relating to transmission by operation of law shall Provisions as to
mutatis mutandis apply to any other securities including debentures of the transmission to
Company apply mutatis
mutandis to
debentures, etc.
39A No fee shall be charged for registration of transfer, transmission, probate, No fee for transfer
succession certificate and letters of administration, certificate of death or or transmission
marriage, power of attorney or similar other document
Nomination by security holder
(i) Every holder of Securities in the Company may, at any time, Manner of
nominate, in the prescribed manner, a person to whom his Securities in the nomination by
Company, shall vest in the event of his death. security holder
(ii) Where the Securities in the Company are held by more than one
person jointly, the joint-holders may together nominate, in the prescribed
manner, a person to whom all the rights in the Securities in the Company shall
vest in the event of death of all joint holders.
(iii) Notwithstanding anything contained in these Articles or any other
law, for the time being, in force, or in any disposition, whether testamentary or
otherwise, in respect of such Securities in the Company, where a nomination
made in the prescribed manner purports to confer on any person the right to vest
the Securities in the Company, the nominee shall, on the death of the
Shareholders of the Company or, as the case may be, on the death of the joint
holders, become entitled to all the rights in the Securities of the Company or, as
the case may be, all the joint holders, in relation to such securities in the
Company, to the exclusion of all other persons, unless the nomination is varied
or cancelled in the prescribed manner.
(iv) In the case of fully paid up Securities in the Company, where the
nominee is a minor, it shall be lawful for the holder of the Securities, to make the
nomination to appoint in the prescribed manner any person, being a guardian, to
become entitled to Securities in the Company, in the event of his death, during
the minority.
(i) Any person who becomes a nominee by virtue of the provisions of
the preceding Article, upon the 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 Share(s); or
(b) to make such transfer of the Share(s) as the deceased Shareholder
could have made.
(ii) If the person being a nominee, so becoming entitled, elects to be
registered as holder of the Share(s), 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
shareholder.
(iii) All the limitations, restrictions and provisions of the Act relating to
the right to transfer and the registration of transfers of Securities shall be
applicable to any such notice or transfer as aforesaid as if the death of the member
had not occurred and the notice or transfer has been signed by that Shareholder.
(iv) A person, being a nominee, becoming entitled to a Share by reason
of the death of the holder, shall be entitled to the same dividends and other
advantages which he would be entitled if he were the registered holder of the
Share except that he shall not, before being registered a member in respect of his
Share be entitled in respect of it to exercise any right conferred by membership
in relation to meetings of the Company:
458Provided 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(s) and if the notice
is not complied with within ninety days, the Board may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the
Share(s) or until the requirements of the notice have been complied with.
Forfeiture of shares
40. If a member fails to pay any call, or instalment of a call or any money due in If call or
respect of any share, on the day appointed for payment thereof, the Board may, instalment not
at any time thereafter during such time as any part of the call or instalment paid notice must
remains unpaid or a judgement or decree in respect thereof remains unsatisfied be given
in whole or in part, serve a notice on him requiring payment of so much of the
call or instalment or other money as is unpaid, together with any interest which
may have accrued and all expenses that may have been incurred by the Company
by reason of non-payment.
41. The notice aforesaid shall: Form of Notice
(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.
42. If the requirements of any such notice as aforesaid are not complied with, any In default of
share in respect of which the notice has been given may, at any time thereafter, payment of shares
before the payment required by the notice has been made, be forfeited by a to be forfeited
resolution of the Board to that effect. Subject to the provisions of the Act, such
forfeiture shall include all dividends declared or any other moneys payable in
respect of the forfeited Shares and not actually paid before the forfeiture.
43. When any share shall have been so forfeited, notice of the forfeiture shall be Entry of
given to the defaulting member and an entry of the forfeiture with the date forfeiture in
thereof, shall forthwith be made in the register of members. register of
But no forfeiture shall be, in any manner, invalidated by any omission or members
neglect to give such notice or to make any such entry as aforesaid.
44. The forfeiture of a share shall involve extinction at the time of forfeiture, of all Effect of
interest in and all claims and demands against the Company, in respect of the forfeiture
share and all other rights incidental to the share.
45. (1) A forfeited share shall be deemed to be the property of the Company and may be Forfeited shares
sold or re-allotted or otherwise disposed of either to the person who was before may be sold, etc.
such forfeiture the holder thereof or entitled thereto or to any other person on
such terms and in such manner as the Board thinks fit.
(2) At any time before a sale, re-allotment or disposal as aforesaid, the Board may Cancellation of
cancel the forfeiture on such terms as it thinks fit. forfeiture
46. (1) A person whose shares have been forfeited shall cease to be a member in respect Members still
of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to liable to pay
459pay, and shall pay, to the Company all monies which, at the date of forfeiture, money owing at
were presently payable by him to the Company in respect of the shares. the time of
forfeiture
(2) The liability of such person shall cease if and when the Company shall have Cesser of liability
received payment in full of all such monies in respect of the shares.
47. (1) A duly verified declaration in writing that the declarant is a director, the manager Certificate of
or the secretary of the Company, and that a share in the Company has been duly forfeiture
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;
(2) The Company may receive the consideration, if any, given for the share on any Title of purchaser
sale, re-allotment or disposal thereof and may execute a transfer of the share in and transferee of
favour of the person to whom the share is sold or disposed of forfeited shares
(3) The transferee shall thereupon be registered as the holder of the share; and Transferee to be
registered as
holder
(4) The transferee shall not be bound to see to the application of the purchase money, Transferee not
if any, nor shall his title to the share be affected by any irregularity or invalidity affected
in the proceedings in reference to the forfeiture, sale, re-allotment or disposal of
the share
48. Upon any sale after forfeiture or for enforcing a Lien in exercise of the powers Validity of sales
hereinabove given, the Board may, if necessary, appoint some person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to
be entered in the register of members in respect of the shares sold and after his
name has been entered in the register of members in respect of such shares the
validity of the sale shall not be impeached by any person.
49. Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of
preceding Articles, the certificate(s), if any, originally issued in respect of the share certificate
relative shares shall (unless the same shall on demand by the Company has been in respect of
previously surrendered to it by the defaulting member) stand cancelled and forfeited shares
become null and void and be of no effect, and the Board shall be entitled to issue
a duplicate certificate(s) in respect of the said shares to the person(s) entitled
thereto.
50. The Board may, subject to the provisions of the Act, accept a surrender of any Surrender of
share from or by any member desirous of surrendering them on such terms as share certificates
they think fit.
51. The provisions of these Articles as to forfeiture shall apply in the case of non- Sums deemed to
payment of any sum which, by the terms of issue of a share, becomes payable at be calls
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.
52. The provisions of these Articles relating to forfeiture of shares shall mutatis Provisions as to
mutandis apply to any other securities including debentures of the Company. forfeiture of
shares to apply
mutatis mutandis
to debentures, etc.
Alteration of capital
53. Subject to the provisions of the Act, the Company may, by ordinary resolution - Power to alter
share capital
(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares:
Provided that any consolidation and division which results in changes in the
voting percentage of members shall require applicable approvals under the
Act;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;
460(d) sub-divide its existing shares or any of them into shares of smaller amount
than is fixed by the Memorandum;
(e) 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.
54. Where shares are converted into stock: Right of
stockholders
(a) the holders of stock may transfer the same or any part thereof in the
same manner as, and subject to the same Articles 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, voting 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 these Articles of the Company as are applicable to paid-up
shares shall apply to stock and the words “share” and “shareholder”/ “member”
shall include “stock” and “stock-holder” respectively.
The Company, by resolution in general meeting, may convert any paid-up Shares
into stock, or may, at any time, reconvert any stock into paid up Shares of any
denomination.
The notice of such conversion of Shares into stock or reconversion of stock into
Shares shall be filed with the Registrar of Companies as provided in the Act.
54 A Share warrants- Issue of share
The Company may issue Share warrants in the manner provided by the said Act warrants and
and accordingly the Directors may, in their discretion, with respect to any fully rights of holder of
paid up Share or stock, on application, in writing, signed by the person or all share warrants
persons registered as holder or holders of the Share or stock, and authenticated
by such evidence, if any, as the Directors may, from time to time, require as to
the identity of the person or persons signing the application, and on receiving the
certificate, if any, of the Share or stock and the amount of the stamp duty on the
warrant and such fee as the Directors may, from time to time, prescribe, issue,
under the Seal of the Company, a warrant, duly stamped, stating that the bearer
of the warrant is entitled to the Shares or stock therein specified, and may provide
by coupons or otherwise for the payment of future dividends, or other moneys,
on the Shares or stock included in the warrant. On the issue of a Share warrant
the names of the persons then entered in the Register of Members as the holder
of the Shares or stock specified in the warrant shall be struck off the Register of
Members and the following particulars shall be entered therein.
(i) fact of the issue of the warrant.
(ii) a statement of the Shares or stock included in the warrant distinguishing
each Share by its number, and
(iii) the date of the issue of the warrant.
A Share warrant shall entitle the bearer to the Shares or stock included in it, and,
notwithstanding anything contained in these articles, the Shares or stock shall be
transferred by the delivery of the Share-warrant, and the provisions of the
regulations of the Company with respect to transfer and transmission of Shares
shall not apply thereto.
The bearer of a Share-warrant shall, on surrender of the warrant to the Company
for cancellation, and on payment of such fees, as the Directors may, from time to
time, prescribe, be entitled, subject to the discretion of the Directors, to have his
461name entered as a member in the Register of Members in respect of the Shares
or stock included in the warrant.
The bearer of a Share-warrant shall not be considered to be a member of the
Company and accordingly save as herein otherwise expressly provided, no
person shall, as the bearer of 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 notice from
the Company of meetings or otherwise, or qualified in respect of the Shares or
stock specified in the warrant for being a director of the Company, or have or
exercise any other rights of a member of the Company. The Directors may, from
time to time, make rules as to the terms on which, if they shall think fit, a new
Share warrant or coupon may be issued by way of renewal in case of defacement,
loss, or destruction.
55. The Company may, by special resolution as prescribed by the Act, reduce in any Reduction of
manner and in accordance with the provisions of the Act and the Rules, — capital
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
56. Where two or more persons are registered as joint holders (not more than three) Joint holders
of any share, they shall be deemed (so far as the Company is concerned) to hold
the same as joint tenants with benefits of survivorship, subject to the following
and other provisions contained in these Articles:
(a) The joint-holders of any share shall be liable severally as well as jointly for Liability of Joint
and in respect of all calls or instalments and other payments which ought to holders
be made in respect of such share.
(b) On the death of any one or more of such joint-holders, the survivor or Death of one or
survivors shall be the only person or persons recognized by the Company as more joint-
having any title to the share but the Board may require such evidence of death holders
as they may deem fit, and nothing herein contained shall be taken to release
the estate of a deceased joint-holder from any liability on shares held by him
jointly with any other person.
(c) Any one of such joint holders may give effectual receipts of any dividends, Receipt of one
interests or other moneys payable in respect of such share. Sufficient
(d) Only the person whose name stands first in the register of members as one Delivery of
of the joint-holders of any share shall be entitled to the delivery of certificate, certificate and
if any, relating to such share or to receive notice (which term shall be deemed giving of notice to
to include all relevant documents) and any notice served on or sent to such first named
person shall be deemed service on all the joint-holders. holder
(e) (i) Any one of two or more joint-holders may vote at any meeting either Vote of joint
personally or by attorney or by proxy in respect of such shares as if he were holders
solely entitled thereto and if more than one of such joint holders be present
at any meeting personally or by proxy or by attorney then that one of such
persons so present whose name stands first or higher (as the case may be) on
the register in respect of such shares shall alone be entitled to vote in respect
thereof.
(ii) Several executors or administrators of a deceased member in whose (deceased Executors or
member) sole name any share stands, shall for the purpose of this clause be administrators as
deemed joint-holders. joint holders
(f) The provisions of these Articles relating to joint holders of shares shall Provisions as to
mutatis mutandis apply to any other securities including debentures of the joint holders as to
Company registered in joint names. shares to apply
mutatis mutandis
to debentures, etc.
Capitalization of profits
57. (1) The Company by ordinary resolution in general meeting may, upon the Capitalization
recommendation of the Board, resolve —
462(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 (2) below amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the Sum how applied
provision contained in clause (3) below, 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 or other securities 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).
(3) Subject to the provisions of the act, securities premium account , a capital Source of issue of
redemption reserve account or free reserves , for the purposes of this Article, be bonus issue
applied in the paying up of unissued shares to be issued to members of the
Company as fully paid bonus shares;
(4) The Board shall give effect to the resolution passed by the Company in pursuance Articles to be
of these Article. considered at the
time of passing of
Resolution
58. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall Powers of the
– Board for
capitalization
(a) make all appropriations and applications of the amounts resolved to be
capitalized thereby, and all allotments and issues of fully paid shares or
other securities, if any; and
(b) generally do all acts and things required to give effect thereto.
(2) The Board shall have power— Board’s power to
issue fractional
(a) to make such provisions, by the issue of fractional certificates/coupons and certificate/
may fix the value for distribution of any specific assets, and may determine coupon etc.
that such cash payments shall be made to any members upon the footing of
the value so fixed or that fraction of value less than Rs.10/- (Rupees Ten
Only) may be disregarded in order to adjust the rights of all parties, and
may vest any such cash or specific assets in trustees upon such trusts for the
person entitled to the dividend or capitalised funds, as may seem expedient
to the Board. Where requisite, a proper contract shall be delivered to the
Registrar for registration in accordance with Section 75 of the Act and the
Board may appoint any person to sign such contract, on behalf of the
persons entitled to the dividend or capitalised fund, and such appointment
shall be effective. or by payment in cash or otherwise as it thinks fit, for
the case of shares or other securities 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 or other
securities 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
463capitalized, of the amount or any part of the amounts remaining unpaid on
their existing shares.
(3) Any agreement made under such authority shall be effective and binding on such Agreement
members. binding on
members
(4) A general meeting may resolve that any surplus moneys arising from the Surplus money to
realisation of any capital assets of the Company, or any investments representing be distributed to
the same, or any other undistributed profits of the Company, not subject to charge the members
for income tax, be distributed among the members on the footing that they receive
the same as capital.
Buy-back of shares
59. Notwithstanding anything contained in these Articles but subject to all applicable Buy-back of
provisions of the Act or any other Applicable Laws for the time being in force, shares
the Company may purchase its own shares or other specified securities.
The Company may purchase its own Shares or other specified securities out of
free reserves, the securities premium account or the proceeds of issue of any
Share or specified securities.
Subject to the provisions contained in sections 68 to 70 and all applicable
provisions of the Act and subject to such approvals, permissions, consents and
sanctions from the concerned authorities and departments, including the SEBI,
Registrar and the Reserve Bank of India, if any, the Company may, by passing a
special resolution at a general meeting, purchase its own Shares or other specified
securities from its existing Shareholders on a proportionate basis and/or from the
open market and/or from the lots smaller than market lots of the securities (odd
lots), and/or the securities issued to the employees of the Company pursuant to a
scheme of stock options or sweat Equity, from out of its free reserves or out of
the securities premium account of the Company or out of the proceeds of any
issue made by the Company specifically for the purpose, on such terms,
conditions and in such manner as may be prescribed by law from time to time;
provided that the aggregate of the securities so bought back shall not exceed such
number as may be prescribed under the Act or Rules made from time to time.
General meetings
60. All general meetings other than annual general meeting shall be called Extraordinary
extraordinary general meeting. general meeting
61. The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board
to call
extraordinary
general meeting
61A The Board may, whenever it thinks fit, call an Extra-ordinary General Meeting Calling of Extra-
and it shall do so upon a requisition, in writing, by any member or members ordinary General
holding, in aggregate not less than one-tenth or such other proportion or value, Meeting
as may be prescribed, from time to time, under the Act, of such of the paid-up
capital as at that date carries the right of voting in regard to the matter, in respect
of which the requisition has been made.
Any valid requisition so made by the members must state the object or objects
of the meeting proposed to be called, and must be signed by the requisitionists
and be deposited at the office, provided that such requisition may consist of
several documents, in like form, each of which has been signed by one or more
requisitionists.
Upon receipt of any such requisition, the Board shall forthwith call an Extra-
ordinary General Meeting and if they do not proceed within 21 (Twenty-one)
days or such other lessor period, as may be prescribed, from time to time, under
the Act, from the date of the requisition, being deposited at the office, to cause a
meeting to be called on a day not later than 45 (Forty-five) days or such other
lessor period, as may be prescribed, from time to time, under the Act, from the
date of deposit of the requisition, the requisitionists, or such of their number as
represent either a majority in value of the paid up Share capital held by all of
464them or not less than one-tenth of such of the paid up Share Capital of the
Company as is referred to in Section 100(4) of the Act, whichever is less, may
themselves call the meeting, but, in either case, any meeting so called shall be
held within 3 (Three) months or such other period, as may be prescribed, from
time to time, under the Act, from the date of the delivery of the requisition as
aforesaid.
Any meeting called under the foregoing Articles by the requisitionists shall be
called in the same manner, as nearly as possible as that in which such meetings
are to be called by the Board.
Proceedings at general meetings
62. No business shall be transacted at any general meeting unless a quorum of Presence of
members is present at the time when the meeting proceeds to business. Quorum
63. No business shall be discussed or transacted at any general meeting except Business confined
election of Chairperson whilst the chair is vacant. to election of
Chairperson
whilst chair
vacant
63 (A) Not more than 15 (Fifteen) months or such other period, as may be prescribed, Gap between two
from time to time, under the Act, shall lapse between the date of one Annual Annual General
General Meeting and that of the next. Nothing contained in the foregoing Meetings
provisions shall be taken as affecting the right conferred upon the Registrar under
the provisions of the Act to extend time within which any Annual General
Meeting may be held.
63 (B) Every Annual General Meeting shall be called for a time during business hours Time for Annual
i.e., between 9 a.m. and 6 p.m., on a day that is not a National Holiday, and shall General Meeting
be held at the Office of the Company or at some other place within the city, in
which the Office of the Company is situated, as the Board may think fit and
determine and the notices calling the Meeting shall specify it as the Annual
General Meeting.
At least 21 (Twenty-one) days’ notice, of every general meeting, Annual or Dispatch of
Extra-ordinary, and by whomsoever called, specifying the day, date, place and documents before
hour of meeting, and the general nature of the business to be transacted there at, Annual General
shall be given in the manner hereinafter provided, to such persons as are under Meeting
these Articles entitled to receive notice from the Company, provided that in the
case of an General Meeting, with the consent of members holding not less than
95 per cent of such part of the paid up Share Capital of the Company as gives a
right to vote at the meeting, a meeting may be convened by a shorter notice. In
the case of an Annual General Meeting of the Shareholders of the Company, if
any business other than
(i) the consideration of the Accounts, Balance Sheet and Reports of the
Board and the Auditors thereon
(ii) the declaration of dividend,
(iii) appointment of directors in place of those retiring,
(iv) the appointment of, and fixing the remuneration of, the Auditors,
is to be transacted, and in the case of any other meeting, in respect of any item of
business, a statement setting out all material facts concerning each such item of
business, including, in particular, the nature and extent of the interest, if any,
therein of every director and manager, if any, where any such item of special
business relates to, or affects any other company, the extent of shareholding
interest in that other company or every director and manager, if any, of the
Company shall also be set out in the statement if the extent of such Share-holding
interest is not less than such percent, as may be prescribed, from time to time,
under the Act, of the paid-up Share Capital of that other Company.
465Where any item of business consists of the according of approval of the members
to any document at the meeting, the time and place, where such document can be
inspected, shall be specified in the statement aforesaid.
The accidental omission to give any such notice as aforesaid to any of the
members, or the non-receipt thereof shall not invalidate any resolution passed at
any such meeting.
No general meeting, whether Annual or Extra-ordinary, shall be competent to
enter upon, discuss or transact any business which has not been mentioned in the
notice or notices upon which it was convened.
64. The quorum for a general meeting shall be as provided in the Act. Quorum for
general meeting
65. If at any meeting no director is willing to act as Chairperson or if no director is Members to elect
present within fifteen minutes after the time appointed for holding the meeting, a Chairperson
the members present shall, by poll or electronically, choose one of their members
to be Chairperson of the meeting.
66. On any business at any general meeting, in case of an equality of votes, whether Casting vote of
on a show of hands or electronically or on a poll, the Chairperson shall have a Chairperson at
second or casting vote. general meeting
67. (1) The Company shall cause minutes of the proceedings of every general meeting Minutes of
of any class of members or creditors and every resolution passed by postal ballot proceedings of
to be prepared and signed in such manner as may be prescribed by the Rules and meetings and
kept by making within thirty days of the conclusion of every such meeting resolutions passed
concerned or passing of resolution by postal ballot entries thereof in books kept by postal ballot
for that purpose with their pages consecutively numbered.
(2) There shall not be included in the minutes any matter which, in the opinion of the Certain matters
Chairperson of the meeting – not to be included
(a) is, or could reasonably be regarded, as defamatory of any person; or in Minutes
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.
(3) The Chairperson shall exercise an absolute discretion in regard to the inclusion Discretion of
or non-inclusion of any matter in the minutes on the grounds specified in the Chairperson in
aforesaid clause. relation to
Minutes
(4) The minutes of the meeting kept in accordance with the provisions of the Act Minutes to be
shall be evidence of the proceedings recorded therein. Evidence
68. (1) The books containing the minutes of the proceedings of any general meeting of Inspection of
the Company or a resolution passed by postal ballot shall: minute books of
general meeting
(a) be kept at the registered office of the Company; and
(b) be open to inspection of any member without charge, during business
hours on all working days.
(2) A body corporate, being a member, shall be deemed to be personally present, if When body
it is represented in accordance with and in the manner as may be prescribed by, corporate is
the applicable provisions of the Act. member of the
company
(3) Any member shall be entitled to be furnished, within the time prescribed by the Members may
Act, after he has made a request in writing in that behalf to the Company and on obtain copy of
payment of such fees as may be fixed by the Board, with a copy of any minutes minutes
referred to in clause (1) above.
Adjournment of meeting
46669. (1) The Chairman, with the consent of the meeting, may adjourn any meeting, from Chairperson may
time to time, and from place to place, in the city or town, in which the office of adjourn the
the Company is situated meeting
(2) No business shall be transacted at any adjourned meeting other than the business Business at
left unfinished at the meeting from which the adjournment took place. adjourned
meeting
(3) If, at the expiration of half an hour from the time appointed for holding a meeting Adjournment in
of the Company, a quorum shall not be present, then the meeting, if convened by case quorum is
or upon the requisition of members, shall stand dissolved, but in any other case, not present
it shall stand adjourned meeting also, a quorum is not present, at the expiration
of half an hour from the time appointed for holding the meeting, the members
present shall be a quorum, and may transact the business for which the meeting
was called adjourned to such time on the following day or such other day and to
such place, as the Board may determine, and, if no such time and place be
determined, to the same day in the next week, at the same time and place in the
city or town in which the office of the Company is, for the time being, situate, as
the Board may determine, and, if at such
(4) When a meeting is adjourned for thirty days or more, notice of the adjourned Notice of
meeting shall be given as in the case of an original meeting. adjourned
meeting
(5) Save as aforesaid, and save as provided in the Act, it shall not be necessary to Notice of
give any notice of an adjournment or of the business to be transacted at an adjourned
adjourned meeting. meeting not
required
Voting rights
70. Subject to any rights or restrictions for the time being attached to any class or Entitlement to
classes of shares - vote on show of
hands and on poll
(a) on a show of hands, every member present in person shall have one vote; and
(b) 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.
(c) every member, not disqualified by these articles shall be entitled to be present,
speak and vote at such meeting, and, on a show of hands, every member, present
in person
(d) Provided, however, if any preference Shareholder be present at any meeting
of the Company, subject to the provision of section 47, he shall have a right to
vote only on resolutions, placed before the meeting, which directly affect the
rights attached to his Preference Shares.
71. A member may exercise his vote at a meeting by electronic means in accordance Voting through
with the Act and shall vote only once. electronic means
(The Company shall also provide e-voting facility to the Shareholders of the
Company in terms of the provisions of the Companies (Management and
Administration) Rules, 2014, the SEBI Listing Regulations or any other Law, if
applicable to the Company
72. (1) In the case of joint holders, the vote of the senior who tenders a vote, whether in Vote of joint
person or by proxy, shall be accepted to the exclusion of the votes of the other holders, proxy
joint holders.
The proxy so appointed shall not have any right to speak at the meeting.
Several executors or administrators of a deceased member in whose name Shares
stand shall, for the purpose of these Articles, be deemed joint holders thereof.
(2) For this purpose, seniority shall be determined by the order in which the names Seniority of
stand in the register of members. names
Such person shall alone be entitled to speak and to vote in respect of such Shares,
but the other of the joint holders shall be entitled to be present at the meeting.
73. A member of unsound mind, or in respect of whom an order has been made by How members
any court having jurisdiction in lunacy, may vote, whether on a show of hands or non compos
on a poll, by his committee or other legal guardian, and any such committee or mentis and minor
guardian may, on a poll, vote by proxy. If any member be a minor, the vote in may vote
respect of his share or shares shall be by his guardian or any one of his guardians.
46774. Any business other than that upon which a poll has been demanded may be Voting by poll
proceeded with, pending the taking of the poll.
At any general meeting, a resolution put to the vote of the meeting shall be
decided on a show of hands, unless a poll is demanded, before or on the
declaration of the result of the show of hands, by any member or members present
in person or by proxy and holding Shares in the Company, which confer a power
to vote on the resolution not being less than one-tenth or such other proportion as
may statutorily be prescribed, from time to time, under the Act, of the total voting
power, in respect of the resolution or on which an aggregate sum of not less than
Rs. 500,000/- or such other sum as may statutorily be prescribed, from time to
time, under the Act, has been paid up, and unless a poll is demanded, a declaration
by the Chairman that a resolution has, on a show of hands, been carried
unanimously or by a particular majority, or has been lost and an entry to that
effect in the minutes book of the Company shall be conclusive evidence of the
fact, without proof of the number or proportion of the votes recorded in favour
of or against that resolution.
If a poll is demanded as aforesaid, the same shall subject to the clause herein with
respect to the election of chairman and question of adjournment of meeting
hereunder, be taken at such place as may be decided by the Board, at such time
not later than 48 (Forty-eight) hours from the time when the demand was made
and place in the city or town in which the office of the Company is, for the time
being, situated, and, either by open voting or by ballot, as the Chairman shall
direct, and either at once or after an interval or adjournment, or otherwise, and
the result of the poll shall be deemed to be resolution of the meeting at which the
poll was demanded. The demand for a poll may be withdrawn at any time by the
persons, who made the demand.
Where a poll is to be taken, the Chairman of the meeting shall appoint one or, at
his discretion, two scrutinisers, who may or may not be members of the Company
to scrutinise the votes given on the poll and to report thereon to him, subject to
that one of the scrutinisers so appointed shall always be a member, not being an
officer or employee of the Company, present at the meeting, provided that such
a member is available and willing to be appointed. The Chairman shall have
power, at any time, before the result of the poll is declared, to remove a scrutiniser
from office and fill the vacancy so caused in the office of a scrutiniser arising
from such removal or from any other cause.
Any poll duly demanded on the election of a Chairman of a meeting or on any
question of adjournment of the meeting shall be taken forthwith at the same
meeting.
The demand for a poll, except on questions of the election of the Chairman and
of an adjournment thereof, shall not prevent the continuance of a meeting for the
transaction of any business other than the question on which the poll has been
demanded.
On a poll taken at a meeting of the Company, a member entitled to more than one
vote, or his proxy or other person entitled to vote for him, as the case may be,
need not, if he votes, use all his votes or cast in the same way all the votes, he
uses
No objections shall be made to the validity of any vote, except at any meeting or
poll at which such vote shall be tendered, and every vote, whether given
personally or by proxy, or not disallowed at such meeting or on a poll, shall be
deemed as valid for all purposes of such meeting or a poll whatsoever.
75. No member shall be entitled to vote at any general meeting unless all calls or Restriction on
other sums presently payable by him in respect of shares in the Company have voting rights
been paid or in regard to which the Company has exercised any right of Lien.
46876. A member is not prohibited from exercising his voting on the ground that he has Restriction on
not held his share or other interest in the Company for any specified period exercise of voting
preceding the date on which the vote is taken, or on any other ground not being rights in other
a ground set out in the preceding Article. cases to be void
77. Any member whose name is entered in the register of members of the Company Equal rights of
shall enjoy the same rights and be subject to the same liabilities as all other members
members of the same class.
Proxy
78. (1) Any member entitled to attend and vote at a general meeting may do so either Member may vote
personally or through his constituted attorney or through another person as a in person or
proxy on his behalf, for that meeting. otherwise
A member, present by proxy, shall be entitled to vote only on a poll.
(2) The instrument appointing a proxy and the power-of attorney or other authority, Proxies when to
if any, under which it is signed or a notarized copy of that power or authority, be deposited
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, and in default the instrument of proxy
shall not be treated as valid.
No instrument appointing a proxy shall be a valid after the expiration of 12
(Twelve) months or such other period as may be prescribed under the Laws, for
the time being, in force, or if there shall be no law, then as may be decided by the
Directors, from the date of its execution.
79. An instrument of Proxy may state the appointment of a proxy either for the Form of proxy
purpose of a particular meeting specified in the instrument and any adjournment
thereof or it may appoint for the purpose of every meeting of the Company or of
every meeting to be held before a date specified in the instrument and every
adjournment of any such meeting. An instrument appointing a proxy shall be in
the form as prescribed in the Rules.
Every Instrument of proxy, whether for a specified meeting or otherwise, shall,
as nearly as circumstances thereto will admit, be in any of the forms as may be
prescribed from time to time
80. A vote given in accordance with the terms of an instrument of proxy shall be Proxy to be valid
valid, notwithstanding the previous death or insanity of the principal or the notwithstanding
revocation of the proxy or of the authority under which the proxy was executed, death of the
or the transfer of the shares in respect of which the proxy is given: principal
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.
80 (A) Every proxy, whether a member or not, shall be appointed, in writing, under the Manner of
hand of the appointer or his attorney, or if such appointer is a body corporate appointment of
under the common seal of such corporate, or be signed by an officer or officers proxy
or any attorney duly authorised by it or them, and, for a member of unsound mind
or in respect of whom an order has been made by a court having jurisdiction in
lunacy, any committee or guardian may appoint such proxy.
Board of Directors
81. Unless otherwise determined by the Company in general meeting, the number of Board of
directors shall not be less than 3 (three) and shall not be more than fifteen Directors
(fifteen), provided that the Company may appoint more than fifteen directors
after passing a special resolution. The Company shall have at the minimum such
number of independent Directors on the Board of the Company, as may be
required in terms of the provisions of applicable law. In addition, not less than
two-thirds of the total number of Directors shall be persons whose period of
office is liable to determination by retirement of Directors by rotation. 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.
The Company shall have such number of Independent Directors on the Board or
Committees of the Bonard of the Company, as may be required in terms of the
provisions of Section 149 of the Act and the Companies (Appointment and
469Qualification of Directors) Rules, 2014, SEBI Listing Regulations or any other
Law, as may be applicable. Further, the appointment of such Independent
Directors shall be in terms of the aforesaid provisions of Law and subject to the
requirements prescribed under the SEBI Listing Regulations.
81A The Directors shall not be required to hold any qualification shares in the Qualification
Company. shares
82. (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and
Managing
The same individual may, at the same time, be appointed as the Chairperson as Director
well as the Managing Director of the Company.
(2) At every Annual General Meeting of the Company, one-third of such of the Directors liable to
Directors, for the time being, as are liable to retire by rotation or if their number retire by rotation
is not three or a multiple of three, the number nearest to one-third shall retire from
Office. The Independent, Nominee, Special and Debenture Directors Managing
Directors, if any, shall not be subject to retirement under this clause and shall not
be taken into account in determining the rotation of retirement or the number of
directors to retire, subject to Section 152 and other applicable provisions, if any,
of the Act.
If the Managing Director ceases to hold the office of director, he shall ipso-
facto and forthwith ceases to hold the office of Managing Director.
Subject to Section 152 of the Act, the directors, liable to retire by rotation, at
every annual general meeting, shall be those, who have been longest in Office
since their last appointment, but as between the persons, who became Directors
on the same day, and those who are liable to retire by rotation, shall, in default of
and subject to any agreement among themselves, be determined by lot.
A retiring director shall be eligible for re-election and shall act as a director
throughout the meeting at which he retires.
Subject to Section 152 of the Act, the Company, at the general meeting at which
a director retires in manner aforesaid, may fill up the vacated Office by electing
a person thereto.
If the place of retiring director is not so filled up and further the meeting has not
expressly resolved not to fill the vacancy, the meeting shall stand adjourned till
the same day in the next week, at the same time and place or if that day is a public
holiday, till the next succeeding day, which is not a public holiday, at the same
time and place.
If at the adjourned meeting also, the place of the retiring director is not filled up
and that meeting also has not expressly resolved not to fill the vacancy, the
retiring director shall be deemed to have been re-appointed at the adjourned
meetings, unless:-
(a) at that meeting or at the previous meeting, resolution for the re-
appointment of such director has been put to the meeting and lost;
(b) the retiring director has, by a notice, in writing, addressed to the
Company or its Board, expressed his unwillingness to be so re-appointed;
(c) he is not qualified, or is disqualified, for appointment.
(d) a resolution, whether special or ordinary, is required for the appointment
or reappointment by virtue of any provisions of the Act; or
(e) Section 162 of the Act is applicable to the case.
83. (1) The remuneration of the directors shall, in so far as it consists of a monthly Remuneration of
payment, be deemed to accrue from day-to-day. Directors
(2) The remuneration payable to the directors, including manager, if any, shall be Remuneration to
determined in accordance with and subject to the provisions of the Act by an require members’
ordinary resolution passed by the Company in general meeting. consent
470(3) In addition to the remuneration payable to them in pursuance of the Act, the Travelling and
directors may be paid all travelling, hotel and other expenses properly incurred other expenses
by them—
(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.
(c) and if any director be called upon to go or reside out of the ordinary place
of his residence for the Company’s business, he shall be entitled to be repaid and
reimbursed of any travelling or other expenses incurred in connection with
business of the Company. The Board may also permit the use of the Company’s
car or other vehicle, telephone(s) or any such other facility, by the director, only
for the business of the Company.
(4) Subject to the provisions of these Articles and the provisions of the Act, the Board Sitting Fees
may, decide to pay a Director out of funds of the Company by way of sitting fees,
within the ceiling prescribed under the Act, a sum to be determined by the Board
for each meeting of the Board or any committee or sub-committee thereof
attended by him in addition to his traveling, boarding and lodging and other
expenses incurred
Appointment and Remuneration of Directors
84. Subject to the provisions of section 196, 197 and read with schedule V of the Appointment
Companies Act, 2013 and other provisions of the Act, the Rules, Law including
the provisions of the SEBI Listing Regulations, and these Articles, the Board of
Directors, may from time to time, appoint one or more of the Directors to be
Managing Director or Managing Directors or other whole-time Director(s) of the
Company, for a term not exceeding five years at a time and may, from time to
time, (subject to the provisions of any contract between him or them and the
Company) remove or dismiss him or them from office and appoint another or
others in his or their place or places and the remuneration of Managing or Whole-
Time Director(s) by way of salary and commission or paid remuneration either
by way of a monthly payment or at a specified percentage of the net profits of the
Company or partly by one way and partly by the other, or in any other manner,
as may be, from time to time, permitted under the Act or as may be thought fit
and proper by the Board or, if prescribed under the Act, by the Company in
general meeting. The Board shall have the power to pay remuneration to such
director for his services rendered.
Subject to the superintendence, directions and control of the Board, the Managing
Director or Managing Directors shall exercise the powers, except to the extent
mentioned in the matters, in respect of which resolutions are required to be passed
only at the meeting of the Board, under Section 179 of the Act and the rules made
thereunder
85. Subject to the provisions of the Act, the Board shall appoint Independent Independent
Directors, who shall have appropriate experience and qualifications to hold a Director
position of this nature on the Board.
86. (1) Subject to the provisions of section 196, 197 and 188 read with Schedule V to Remuneration
the Act, the Directors shall be paid such further remuneration, whether in the
form of monthly payment or by a percentage of profit or otherwise, as the
Company in General meeting may, from time to time, determine and such further
remuneration shall be divided among the Directors in such proportion and in such
manner as the Board may, from time to time, determine and in default of such
determination shall be divided among the Directors equally or if so determined
paid on a monthly basis.
(2) Subject to the provisions of these Articles, and the provisions of the Act, if any Payment for
Director, being willing, shall be called upon to perform extra service or to make Extra Service
any special exertions in going or residing away from the place of his normal
residence for any of the purposes of the Company or has given any special
attendance for any business of the Company, the Company may remunerate the
471Director so doing either by a fixed sum or otherwise as may be determined by
the Director
87. All cheques, promissory notes, drafts, hundis, bills of exchange and other Execution of
negotiable instruments, and all receipts for monies paid to the Company, shall be negotiable
signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, by instruments
such person and in such manner as the Board shall from time to time by resolution
determine.
88. (1) Subject to the provisions of the Act, the Board shall have power at any time, and Appointment of
from time to time, to appoint a person as an additional director, provided the additional
number of the directors and additional directors together shall not at any time directors
exceed the maximum strength fixed for the Board by the Articles.
(2) Such person shall hold office only up to the date of the next annual general Duration of office
meeting of the Company but shall be eligible for appointment by the Company of additional
as a director at that meeting subject to the provisions of the Act. director
89. (1) The Board may appoint an alternate director to act for a director (hereinafter in Appointment of
this Article called “the Original Director”) during his absence for a period of not alternate director
less than three months from India. No person shall be appointed as an alternate
director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
(2) An alternate director shall not hold office for a period longer than that permissible Duration of office
to the Original Director in whose place he has been appointed and shall vacate of alternate
the office if and when the Original Director returns to India director
(3) If the term of office of the Original Director is determined before he returns to Re-appointment
India the automatic reappointment of retiring directors in default of another provisions
appointment shall apply to the Original Director and not to the alternate director. applicable to
Original Director
90. (1) If the office of any director appointed by the Company in general meeting is Appointment of
vacated before his term of office expires in the normal course, the resulting casual director to fill a
vacancy may, be filled by the Board of Directors at a meeting of the Board. casual vacancy
(2) The director so appointed shall hold office only up to the date upto which the Duration of office
director in whose place he is appointed would have held office if it had not been of Director
vacated. appointed to fill
casual vacancy
(3) The office of director shall be vacated, pursuant to the provisions of section 164 Manner of
and section 167 of the Companies Act, 2013. Further, the Director may resign his vacation of office
office by giving notice to the Company pursuant to section 168 of the Companies of director
Act, 2013
Subject to the provisions of Section 149 of the Act, the Company may, by special
resolution, from time to time, increase or reduce the number of directors, and
may alter their qualifications and the Company may, subject to the provisions of
Section 169 of the Act, remove any director before the expiration of his period
of Office and appoint another qualified person in his stead. The person so
appointed shall hold Office during such time as the director, in whose place he is
appointed, would have held, had he not been removed.
(4) If it is provided by the Trust Deed, securing or otherwise, in connection with any Debenture
issue of Debentures of the Company, that any person or persons shall have power Director
to nominate a director of the Company, then in the case of any and every such
issue of Debentures, the person or persons having such power may exercise such
power, from time to time, and appoint a director accordingly. Any director so
appointed is hereinafter referred to as “the Debenture Director”. A Debenture
Director may be removed from Office, at any time, by the person or persons in
whom, for the time being, is vested the power, under which he was appointed,
and another director may be appointed in his place. A Debenture Director shall
not be required to hold any qualification Share(s) in the Company.
472(5) (i) No person, not being a retiring director, shall be eligible for appointment Right of Persons
to the office of director at any general meeting unless he or some member, Other than
intending to propose him, has, not less than 14 (Fourteen) days or such other retiring Directors
period, as may be prescribed, from time to time, under the Act, before the to Stand for
meeting, left at the Office of the Company, a notice, in writing, under his hand, Directorship
signifying his candidature for the Office of director or an intention of such
member to propose him as a candidate for that office, along with a deposit of
Rupees One lakh or such other amount as may be prescribed, from time to time,
under the Act, which shall be refunded to such person or, as the case may be, to
such member, if the person succeeds in getting elected as a director or gets more
than twenty-five per cent of total valid votes cast either on show of hands or on
poll on such resolution.
(ii) Every person, other than a director retiring by rotation or otherwise or a
person who has left at the Office of the Company a notice under Section 160 of
the Act signifying his candidature for the Office of a director, proposed as a
candidate for the Office of a director shall sign and file with the Company, the
consent, in writing, to act as a director, if appointed.
(iii) A person, other than a director re-appointed after retirement by rotation
immediately on the expiry of his term of Office, or an Additional or Alternate
Director, or a person filling a casual vacancy in the Office of a director under
Section 161 of the Act, appointed as a director or reappointed as a director
immediately on the expiry of his term of Office, shall not act as a director of the
Company, unless he has, within thirty days of his appointment, signed and filed
with the Registrar his consent, in writing, to act as such director.
(6) The Company shall keep at its Office a Register containing the particulars of its
directors and key managerial personnel and their shareholding as mentioned in Register of
Section 170 of the Act, and shall otherwise comply with the provisions of the Directors and key
said Section in all respects. Managerial
Personnel and
Every director and Key Managerial Personnel within a period of thirty days of their
his appointment, or relinquishment of his office, as the case may be, disclose to Shareholding
the company the particulars specified in sub-section (1) of section 184 relating to
his concern or interest in any company or companies or bodies corporate
(including shareholding interest), firms or other association which are required
to be included in the register under that section 189 of the Companies Act, 2013.
(7) (iii) Subject to the provisions of the Act, a director, who is neither in the Remuneration of
Whole-time employment nor a Managing Director, may be paid remuneration director who is
either; neither in the
Whole-time
(a) by way of monthly, quarterly or annual payment with the approval of employment nor a
the Central Government; or Managing
(b) by way of commission, if the Company, by a special resolution, Director
authorises such payment.
(iv) The fee payable to a director, excluding a Managing or Whole time
Director, if any, for attending a meeting of the Board or Committee thereof shall
be such sum, as the Board may, from time to time, determine, but within and
subject to the limit prescribed by the Central Government pursuant to the
provisions, for the time being, under the Act.
Powers of Board
91. (1) The management of the business of the Company shall be vested in the Board General powers of
and the Board may exercise all such powers, and do all such acts and things, as the Company
the Company is by the Memorandum or otherwise authorized to exercise and do, vested in Board
and, not hereby or by the statute or otherwise directed or required to be exercised
or done by the Company in general meeting but subject nevertheless to the
provisions of the Act and other Applicable Laws and of the Memorandum and
these Articles and to any regulations, not being inconsistent with the
Memorandum and these Articles or the Act, from time to time made by the
Company in general meeting provided that no such regulation shall invalidate
473any prior act of the Board which would have been valid if such regulation had
not been made.
(2) Without prejudice to the general powers as well as those under the Act, and so as Powers of the
not in any way to limit or restrict those powers, and without prejudice to the other Board
powers conferred by these Articles or otherwise, it is hereby declared that the
Directors shall have, inter alia, the following powers, that is to say, power -
(i) to pay the costs, charges and expenses, preliminary and incidental to the
promotion, formation, establishment and registration of the Company;
(ii) to pay and charge, to the account of the Company, any commission or
interest lawfully payable thereon under the provision of the Act;
(iii) subject to the provisions of the Act, to purchase or otherwise acquire for
the Company any property, rights or privileges, which the Company is authorised
to acquire, at or for such price or consideration and generally on such terms and
conditions as they may think fit and being in the interests of the Company, and
in any such purchase or other acquisition to accept such title or to obtain such
right as the directors may believe or may be advised to be reasonably satisfactory;
(iv) at their discretion and subject to the provisions of the Act, to pay for any
property, right or privileges acquired by or services rendered to the Company,
either wholly or partially, in cash or in Shares, Bonds, Debentures, mortgages, or
other securities of the Company, and any such Shares may be issued either as
fully paid up, with such amount credited as paid up thereon, as may be agreed
upon, and any such bonds, Debentures, mortgages or other securities may either
be specifically charged upon all or any part of the properties of the Company and
its uncalled capital or not so charged;
(v) to secure the fulfilment of any contracts or engagement entered into by
the Company or, in the interests or for the purposes of this Company, by, with or
against any other Company, firm or person, by mortgage or charge of all or any
of the properties of the Company and its uncalled capital, for the time being, or
in such manner and to such extent as they may think fit;
(vi) to accept from any member, as far as may be permissible by law, a
surrender of his Shares or any part thereof, whether under buy-back or otherwise,
on such terms and conditions as shall be agreed mutually, and as may be
permitted, from time to time, under the Act or any other Law or the Regulations,
for the time being, in force,
(vii) to appoint any person to accept and hold in trust, for the Company, any
property belonging to the Company, in which it is interested, or for any other
purposes, and execute and do all such deeds and things as may be required in
relation to any trust, and to provide for the remuneration of such trustee or
trustees;
(viii) to institute, conduct, defend, compound or abandon any legal
proceedings by or against the Company or its Officers, or otherwise concerning
the affairs of the Company, and also to compound and allow time for payment or
satisfaction of any debts, due and of any differences to arbitration and observe
and perform any awards made thereon;
(ix) to act on behalf of the Company in all matters relating to bankruptcy
and insolvents;
(x) to make and give receipts, releases and other discharges for moneys
payable to the Company and for the claims and demands of the Company;
(xi) subject to the applicable provisions of the Act, to invest and deal with
any moneys of the Company not immediately required for the purposes thereof
upon such security, not being Shares of this Company, or without security and in
such manner, as they may think fit, and from time to time, to vary or realise such
474investments, save as provided in Section 49 of the Act, all investments shall be
made and held in the Company’s own name;
(xii) to execute, in the name and on behalf of the Company, in favour of any
director or other person, who may incur or be about to incur any personal liability
whether as principal or surety, for the benefit or purposes of the Company, such
mortgages of the Company’s property, present and future, as they may think fit,
and any such mortgage may contain a power of sale and such other powers,
provisions, covenants and agreements as shall be agreed upon;
(xiii) to determine from time to time, who shall be entitled to sign, on behalf
of the Company, bills, invoices, notes, receipts, acceptances, endorsements,
cheques, dividend warrants, releases, contracts and or any other document or
documents and to give the necessary authority for such purpose, and further to
operate the banking or any other kinds of accounts, maintained in the name of
and for the business of the Company;
(xiv) to distribute, by way of bonus, incentive or otherwise, amongst the
employees of the Company, a Share or Shares in the profits of the Company, and
to give to any staff, officer or others employed by the Company a commission on
the profits of any particular business or transaction, and to charge any such bonus,
incentive or commission paid by the Company as a part of the operational
expenditure of the Company;
(xv) to provide for the welfare of directors or ex-directors, Shareholders, for
the time being, or employees or ex-employees of the Company and their wives,
widows and families or the dependents or connections of such persons, by
building or contributing to the building of houses or dwellings, or grants of
moneys, whether as a gift or otherwise, pension, gratuities, allowances, bonus,
loyalty bonuses or other payments, also whether by way of monetary payments
or otherwise, or by creating and from time to time, subscribing or contributing to
provident and other association, institutions, funds or trusts and by providing or
subscribing or contributing towards places of worship, instructions and
recreation, hospitals and dispensaries, medical and other attendance and other
assistance, as the Board shall think fit, and to subscribe or contribute or otherwise
to assist or to guarantee money to charitable, benevolent, religious, scientific,
national or other institutions or objects, which shall have any moral or other claim
to support or aid by the Company, either by reason of locality or place of
operations, or of public and general utility or otherwise;
(xvi) before recommending any dividend, to set aside out of the profits of the
Company such sums, as the Board may think proper, for depreciation or to a
Depreciation Fund, or to an Insurance Fund, a Reserve Fund, Capital Redemption
Fund, Dividend Equalisation Fund, Sinking Fund or any Special Fund to meet
contingencies or to repay debentures or debenture-stock, or for special dividends
or for equalising dividends or for repairing, improving, extending and
maintaining any of the property of the Company and for such other purposes,
including the purposes referred to in the preceding clause, as the Board may, in
their absolute discretion, think conducive to the interests of the Company and,
subject to the provisions of the Act, to invest the several sums so set aside or so
much thereof, as required to be invested, upon such investments, other than
shares of the Company, as they may think fit, and from time to time, to deal with
and vary such investments and dispose of and apply and expend all or any part
thereof for the benefit of the Company, in such manner and for such purposes, as
the Board, in their absolute discretion, think conducive to the interests of the
Company, notwithstanding, that the matter, to which the Board apply or upon
which they expend the same, or any part thereof, may be matters to or upon which
the capital moneys of the Company might rightly be applied or expended, and to
divide the Reserve Fund into such special funds, as the Board may think fit, with
full power to transfer the whole or any portion of a Reserve Fund or divisions of
a Reserve Fund and with full powers to employ the assets constituting all or any
of the above funds, including the Depreciation Fund, in the business of the
475Company or in the purchase of or repayment of debentures or debenture stock
and without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however to the Board
at their discretion to pay or allow to the credit of such funds interest at such rate
as the Board may think proper, subject to the provisions of the applicable laws,
for the time being, in force.
(xvii) to appoint and at their discretion, remove or suspend such general
managers, secretaries, assistants, supervisors, clerks, agents and servants or other
employees, in or for permanent, temporary or special services, as they may, from
time to time, think fit, and to determine their powers and duties and to fix their
salaries, emoluments or remuneration of such amount, as they may think fit.
(xviii) to comply with the requirements of any local laws, Rules or Regulations,
which, in their opinion, it shall, in the interests of the Company, be necessary or
expedient to comply with.
(xix) at any time, and from time to time, by power of attorney, under the Seal
of the Company, to appoint any person or persons to be the attorney or attorneys
of the Company, for such purposes and with such powers, authorities and
discretions, not exceeding those vested in or exercisable by the Board under these
presents and excluding the powers to make calls and excluding also except in
their limits authorised by the Board the power to make loans and borrow moneys,
and for such period and subject to such conditions as the Board may, from time
to time, think fit, and any such appointment may, if the Board thinks fit, be made
in favour of the members or in favour of any Company, or the Share-holders,
directors, nominees, or managers of any Company or firm or otherwise in favour
of any fluctuating body of persons whether nominated directly or indirectly by
the Board and any such Power of Attorney may contain such powers for the
protection of convenience of person dealing with such Attorneys, as the Board
may think fit, and may contain powers enabling any such delegates all or any of
the powers, authorities and discretions, for the time being, vested in them;
(xx) Subject to the provisions of the Act, for or in relation to any of the
matters, aforesaid or otherwise, for the purposes of the Company, to enter into all
such negotiations and contracts and rescind and vary all such contracts, and
execute and do all such contracts, and execute and do all such acts, deeds and
things in the name and on behalf of the Company, as they may consider
expedient;
(xxi) from time to time, make, vary and repeal bylaws for the regulation of
the business of the Company, its Officers and Servants.
Proceedings of the Board
92. (1) The Board of Directors may meet for the conduct of business, adjourn and When meeting to
otherwise regulate its meetings, as it thinks fit. be convened
Provided, that the Board of Directors shall hold meetings at least once in every
three months and at least four times every calendar year in such a manner that
not more than one hundred and twenty days (120) days shall intervene between
two consecutive meetings of the Board.
(2) The Chairperson or any one Director with the previous consent of the Who may
Chairperson may, or the company secretary on the direction of the Chairperson summon Board
shall, at any time, summon a meeting of the Board. meeting
(3) The quorum for a Board meeting shall be as provided in the Act. Quorum for
Board meetings
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 directors who are not interested, present at the
meeting, being not less than two, shall be the quorum, during such time.
476If a meeting of the Board could not be held for want of quorum, then the meeting
shall automatically stand adjourned for 30 minutes in the same day and at same
place.
A meeting of the Board, at which a quorum is present, shall be competent to
exercise all or any of the authorities, powers and discretions, which, by or under
the Act or the Articles of the Company, are, for the time being, vested in or
exercisable by the Board generally.
(4) The participation of directors in a meeting of the Board may be either in person Participation at
or through video conferencing or audio visual means or teleconferencing, which Board meetings
are capable of recording and recognising the participation of the directors and of
recording and storing the proceedings of such meetings along with date and time
subject to the rules as may be prescribed.
(5) At least 7 (seven) Days’ written notice shall be given in writing to every Director Notice of Board
by hand delivery or by speed-post or by registered post or by facsimile or by meetings
email or by any other electronic means, either (i) in writing, or (ii) by fax, e-mail
or other approved electronic communication, receipt of which shall be confirmed
in writing as soon as is reasonably practicable, to each Director, setting out the
agenda for the meeting in reasonable detail and attaching the relevant papers to
be discussed at the meeting and all available data and information relating to
matters to be discussed at the meeting except as otherwise agreed in writing by
all the Directors.
Subject to the provisions of section 173(3) meeting may be called at shorter
notice.
93. (1) Subject to the restrictive provisions of any agreement or understanding as entered Questions at
into by the Company with any other person(s) such as the collaborators, financial Board meeting
institutions, etc. and save as otherwise expressly provided in the Act, questions how decided
arising at any meeting of the Board shall be decided by a majority of votes.
(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a Casting vote of
second or casting vote. Chairperson at
Board meeting
94. The continuing directors may act notwithstanding any vacancy in the Board; but, Directors not to
if and so long as their number is reduced below the quorum fixed by the Act for act when number
a meeting of the Board, the continuing directors or director may act for the falls below
purpose of increasing the number of directors to that fixed for the quorum, or of minimum
summoning a general meeting of the Company, but for no other purpose.
95. (1) The Chairperson of the Company shall be the Chairperson at meetings of the Who to preside at
Board. In his absence, the Board may elect a Chairperson of its meetings and meetings of the
determine the period for which he is to hold office. Board
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not Directors to elect
present within fifteen minutes after the time appointed for holding the meeting, a Chairperson
the directors present may choose one of their number to be Chairperson of the
meeting
96. (1) The Board may, subject to the provisions of the Act, delegate any of its powers Delegation of
to Committees consisting of such member or members of its body as it thinks fit. powers
(2) Any Committee so formed shall, in the exercise of the powers so delegated, Committee to
conform to any regulations that may be imposed on it by the Board. All acts done conform to Board
by any such committee of the Board, in conformity with such regulations, and in regulations
fulfilment of the purposes of their appointment but not otherwise, shall have the
like force and effect as if were done by the Board.
(3) The participation of directors in a meeting of the Committee may be either in Participation at
person or through video conferencing or audio visual means or teleconferencing, Committee
as may be prescribed by the Rules or permitted under Applicable Laws. meetings
97. (1) A Committee may elect a Chairperson of its meetings unless the Board, while Chairperson of
constituting a Committee, has appointed a Chairperson of such Committee. Committee
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not Who to preside at
present within fifteen minutes after the time appointed for holding the meeting, meetings of
the members present may choose one of their members to be Chairperson of the Committee
meeting.
98. (1) A Committee may meet and adjourn as it thinks fit. Committee to
meet
477(2) Questions arising at any meeting of a Committee shall be determined by a Questions at
majority of votes of the members present. Committee
meeting how
decided
(3) In case of an equality of votes, the Chairperson of the Committee shall have a Casting vote of
second or casting vote. Chairperson at
Committee
meeting
99. The meetings and proceedings of any meeting of such Committee of the Board, Acts of Board or
consisting of two or more members, shall be governed by the provisions Committee valid
contained herein for regulating the meetings and proceedings of the meetings of notwithstanding
the directors, so far as the same are applicable thereto and are not superseded by defect of
any regulations made by the Directors under these Articles appointment
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 or that his or their appointment had terminated, be as valid as
if every such director or such person had been duly appointed and was qualified
to be a director.
100. Save as otherwise expressly provided in the Act, a resolution in writing, signed Passing of
and has been circulated in draft, together with the necessary papers, if any, to all resolution by
the directors or to all the members of the Committee, then in India, not being less Circulation
in number than the quorum fixed for a meeting of the Board or Committee, as the
case may be, and to all the directors or to all the members of the Committee, at
their usual addresses in India and has been approved, in writing, by such of the
directors or members of the Committee as are then in India, or by a majority of
such of them, as are entitled to vote on the resolution. whether manually or by
secure electronic mode, shall be valid and effective as if it had been passed at a
meeting of the Board or Committee, duly convened and held.
101. (1) Subject to the provisions of the Act, - Chief Executive
Officer, etc.
A chief executive officer, manager, company secretary and chief financial officer
may be appointed by the Board for such term, at such remuneration and upon
such conditions as it may think fit; and any chief executive officer, manager,
company secretary and chief financial officer so appointed may be removed by
means of a resolution of the Board; the Board may appoint one or more chief
executive officers for its multiple businesses.
(2) A director may be appointed as chief executive officer, manager, company Director may be
secretary or chief financial officer. chief executive
officer, etc.
(3) The Company shall not appoint or employ, at the same time, more than one of
the following categories of managerial personnel, namely
(i) Managing Director, and
(ii) Manager
(4) A provision of the Act or these regulations requiring or authorising a thing to be Authorisation of
done by or to a director and chief executive officer, manager, company secretary, act done in
chief financial officer shall not be satisfied by its being done by or to the same respect of any
person acting both as director and as, or in place of, chief executive officer, director, chief
manager, company secretary, chief financial officer. executive officer,
manager,
company
secretary, chief
financial officer
Registers
102. The Company shall keep and maintain at its registered office all statutory Statutory
registers namely, register of charges, register of members, register of debenture registers
holders, register of any other security holders, the register and index of beneficial
owners and annual return, register of loans, guarantees, security and acquisitions,
register of investments not held in its own name and register of contracts and
arrangements for such duration as the Board may, unless otherwise prescribed,
478decide, and in such manner and containing such particulars as prescribed by the
Act and the Rules.
The registers and copies of annual return shall be open for inspection during
business hours on all working days, at the registered office of the Company by
the persons entitled thereto on payment, where required, of such fees as may be
fixed by the Board but not exceeding the limits prescribed by the Rules.
103. (1) The Company may exercise the powers conferred on it by the Act with regard to Foreign register
the keeping of a foreign register; and the Board may (subject to the provisions of
the Act) make and vary such regulations as it may think fit respecting the keeping
of any such register.
(2) The foreign register shall be open for inspection and may be closed, and extracts
may be taken therefrom and copies thereof may be required, in the same manner,
mutatis mutandis, as is applicable to the register of members.
Dividends and Reserve
104. The Company in general meeting may declare dividends, but no dividend shall Company in
exceed the amount recommended by the Board but the Company in general general meeting
meeting may declare a lesser dividend. may declare
dividends
105. Subject to the provisions of the Act, the Board may from time to time pay to the Interim dividends
members such interim dividends of such amount on such class of shares and at
such times as it may think fit and as in their judgement, the position of the
Company justifies.
106. (1) The Board may, before recommending any dividend, set aside out of the profits Dividends only to
of the Company such sums as it thinks fit as a reserve or reserves which shall, at be paid out of
the discretion of the Board, be applied for any purpose to which the profits of the profits
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, think fit.
Subject to the applicable provisions of the Act, no dividend shall be declared or
paid otherwise than out of profits of the financial year arrived at after providing
for depreciation in accordance with the provisions of the Act or out of the profits
of the Company for any previous financial year or years arrived at after providing
for depreciation in accordance with these provisions and remaining undistributed
or out of both provided that :-
(i) if the Company has not provided for any previous financial year or years
it shall, before declaring or paying a dividend for any financial year, provide for
such depreciation out of the profits of the financial year or out of the profits of
any other previous financial year or years;
(ii) if the Company has incurred any loss in any previous financial year or
years the amount of loss or an amount which is equal to the amount provided for
depreciation for that year or those years whichever is less, shall be set off against
the profits of the Company for the year for which the dividend is proposed to be
declared or paid as against the profits of the Company for any financial year or
years arrived at in both cases after providing for depreciation in accordance with
the provisions of schedule II of the Act.
(2) The Board may also carry forward any profits which it may consider necessary Carry forward of
not to divide, without setting them aside as a reserve. Profits
107. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to Division of profits
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.
(2) No amount paid or credited as paid on a share in advance of calls shall be treated Payments in
for the purposes of this Article as paid on the share. advance
(3) All dividends shall be apportioned and paid proportionately to the amounts paid Dividends to be
or credited as paid on the shares during any portion or portions of the period in apportioned
respect of which the dividend is paid; but if any share is issued on terms providing
479that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
108. (1) The Board may deduct from any dividend payable to any member all sums of No member to
money, if any, presently payable by him to the Company, either alone or jointly receive dividend
with any other person or persons, on account of calls or otherwise in relation to whilst indebted to
the shares of the Company. the Company and
Company’s right
to reimbursement
therefrom
(2) The Board may retain dividends payable upon shares in respect of which any Retention of
person is, under the Transmission Clause hereinbefore contained, entitled to dividends
become a member or where any person under these articles is entitled to transfer
until such person shall become a member in respect of such Shares, or shall duly
transfer the same and until such transfer of Shares has been registered by the
Company..
109. (1) Any dividend, interest, bonus or other monies payable in cash in respect of shares Dividend how
may be paid by electronic mode or by cheque or warrant sent through the post remitted
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 but the joint holders of a Share shall be severally as
well as jointly liable for the payment of all instalments of calls due in respect of
such Share and for all incidents otherwise.
(2) Every such cheque or warrant or pay- slip sent through the post to the registered Instrument of
address of the member or person entitled, or, in the case of joint holders, to that Payment
one of them first named in the Register in respect of the joint holdings. It shall be
made payable to the order of the person to whom it is sent. The Company shall
not be liable or responsible for any cheque or warrant or pay-slip lost in
transmission or for any dividend lost to the member or person entitled thereto due
to or by the forged endorsement of any cheque or warrant or the fraudulent
recovery of the dividend by any other means.
(3) Payment in any way whatsoever shall be made at the risk of the person entitled Discharge to
to the money paid or to be paid. The Company will not be responsible for a Company
payment which is lost or delayed. The Company will be deemed to having made
a payment and received a good discharge for it if a payment using any of the
foregoing permissible means is made.
110. Any one of two or more joint holders of a share may give effective receipts for Receipt of one
any dividends, bonuses or other monies payable in respect of such share. holder sufficient
111. No dividend shall bear interest against the Company. No interest on
dividends
112. The waiver in whole or in part of any dividend on any share by any document Waiver of
shall be effective only if such document is signed by the member (or the person dividends
entitled to the share in consequence of the death or bankruptcy of the holder) and
delivered to the Company and if or to the extent that the same is accepted as such
or acted upon by the Board.
113. Any general meeting declaring a dividend may, on the recommendation of the Setting off
Directors, make a call on the members of such amount as the meeting decides, dividend against
but so that the call on each member shall not exceed the dividend payable to him calls
and so that the call be made payable at the same time as the dividend and the
dividend may, if so arranged between the Company and the members, be set off
against the calls.
114. Subject to the applicable provisions, if any, of the Act, a transfer of Shares shall When transfer of
not pass the right to any dividend declared thereon and made effective from the share shall not
date prior to the registration of the transfer. pass dividend
right
Unpaid or unclaimed dividend
115. (1) Where the Company has declared a dividend but which has not been paid or Transfer of
claimed within thirty (30) days from the date of declaration, the Company shall, unclaimed
within seven (7) days from the date of expiry of the said period of thirty (30) dividend
days, transfer the total amount of dividend which remains unpaid or unclaimed,
to a special account to be opened by the Company in that behalf in any scheduled
480bank to be called “the Unpaid Dividend Account of Deon Energy Limited subject
to the applicable provisions of the Act and the Rules made thereunder.
The Company shall within a period of ninety days of making any transfer of an
amount to the Unpaid Dividend Account, prepare a statement containing the
names, their last known addresses and the unpaid dividend to be paid to each
person and place it on the website of the Company and also on any other website
approved by the Central Government, for this purpose. No unclaimed or unpaid
dividend shall be forfeited by the Board before the claim becomes barred by law.
(2) Any money transferred to the unpaid dividend account of the Company which Transfer to IEPF
remains unpaid or unclaimed for a period of seven (7) years from the date of such Account
transfer, shall be transferred by the Company to the Investor Education and
Protection Fund established under section 125 of the Act. Any person claiming
to be entitled to an amount may apply to the authority constituted by the Central
Government for the payment of the money claimed.
(3) No unclaimed or unpaid dividend shall be forfeited by the Board until the claim Forfeiture of
becomes barred by Applicable Laws. unclaimed
dividend
Accounts
116. (1) The books of account and books and papers of the Company, or any of them, Inspection by
shall be open to the inspection of directors in accordance with the applicable Directors
provisions of the Act and the Rules with respect to :-
(i) all sums of money received and expended by the Company and the
matters in respect of which the receipt and expenditure take place;
(ii) all sales and purchases of goods by the Company;
(iii) the assets and liabilities of the Company;
(iv) such particulars, if applicable to this Company, relating to utilisation of
material and/or labour or to other items of cost, as may be prescribed by the
Central Government.
Where the Board decides to keep all or any of the books of account at any place,
other than the Office of the Company, the Company shall, within 7 (Seven) days,
or such other period, as may be fixed, from time to time, by the Act, of the
decision, file with the Registrar, a notice, in writing, giving the full address of
that other place.
The Company shall preserve, in good order, the books of account, relating to the
period of not less than 8 (Eight) years or such other period, as may be prescribed,
from time to time, under the Act, preceding the current year, together with the
vouchers relevant to any entry in such books.
Where the Company has a branch office, whether in or outside India, the
Company shall be deemed to have complied with this Article, if proper books of
account, relating to the transaction effected at the branch office, are kept at the
branch office, and the proper summarised returns, made up to day at intervals of
not more than 3 (Three) months or such other period, as may be prescribed, from
time to time, by the Act, are sent by the branch office to the Company at its Office
or other place in India, at which the books of account of the Company are kept
as aforesaid.
The books of account shall give a true and fair view of the state of affairs of the
Company or branch office, as the case may be, and explain the transactions
represented by it. The books of account and other books and papers shall be open
to inspection by any director, during business hours, on a working day, after a
prior notice, in writing, is given to the Accounts or Finance department of the
Company.
(2) No member (not being a director) shall have any right of inspecting any books of Restriction on
account or books and papers or document of the Company except as conferred inspection by
by Applicable Laws or authorized by the Board. members
(3) The Directors shall, from time to time, in accordance with sections 129 and 134 Annual Reports,
of the Act, cause to be prepared and to be laid before the Company in Annual Financial
General Meeting of the Shareholders of the Company, such Balance Sheets, Statements to be
Profit and Loss Accounts, if any, and the Reports as are required by those laid in Annual
Sections of the Act. General Meeting
481and sent to
A copy of every such Profit & Loss Accounts and Balance Sheets, including the members,
Directors’ Report, the Auditors’ Report and every other document(s) required by trustees.
law to be annexed or attached to the Balance Sheet, shall at least 21 (Twenty- Appointment of
one) days, before the meeting, at which the same are to be laid before the various auditors
members, be sent to the members of the Company, to every trustee for the holders
of any Debentures issued by the Company, whether such member or trustee is or
is not entitled to have notices of general meetings of the Company sent to him,
and to all persons other than such member or trustees being persons so entitled.
The Auditors, whether statutory, branch or internal, shall be appointed and their
rights and duties shall be regulated in accordance with the provisions of the Act
and the Rules made thereunder.
Borrowing Powers
117. Subject to the provisions of the Act, the Board may from time to time, at their Power of the
discretion raise or borrow or secure the payment of any sum or sums of money Board to borrow
for and on behalf of the Company. Any such money may be raised or the payment monies
or repayment thereof may be secured in such manner and upon such terms and
conditions in all respect as the Board may think fit by promissory notes or by
opening loan or current accounts or by receiving deposits and advances at interest
with or without security or otherwise and in particular by the issue of bonds,
perpetual or redeemable debentures of the Company charged upon all or any part
of the property of the Company (both present and future) including its uncalled
capital for the time being or by mortgaging or charging or pledging any lands,
buildings, machinery, plant, goods or other property and securities of the
Company or by other means as the Board deems expedient.
The Board of Directors shall not except with the consent of the Company by way
of a special resolution, borrow moneys where the moneys to be borrowed
together with the moneys already borrowed by the Company (apart from
temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceeds the aggregate of paid up capital of the Company and its free
reserves and securities premium of the Company.
Subject to the Act and the provisions of these Articles, any bonds, debentures,
debenture-stock or other securities issued or to be issued by the Company shall
be under the control of the Board, who may issue them 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.
Winding up
118. Subject to the applicable provisions of the Act and the Rules made thereunder Winding up of
and the Insolvency and Bankruptcy Code, 2016 (to the extent applicable).– Company
(a) 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.
(b) 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.
(c) 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 and Insurance
119. (a) Subject to the provisions of the Act, every director, managing director, whole- Directors and
time director, manager, company secretary and other officer of the Company officers right to
shall be indemnified by the Company out of the funds of the Company from and indemnity
against all suits, proceedings, cost, charges, losses, damage and expenses which
they or any of them shall or may incur or sustain by reason of any act done or
committed in or about the execution of their duty in their respective office except
482such suits, proceedings, cost, charges, losses, damage and expenses, if any that
they shall incur or sustain, by or through their own wilful neglect or default
respectively. And it shall include the payment of all costs, losses and expenses
(including travelling expense) which such director, manager, company secretary
and officer may incur or become liable for by reason of any contract entered into
or act or deed done by him in his capacity as such director, manager, company
secretary or officer or in any way in the discharge of his duties in such capacity
including expenses.
(b) Subject as aforesaid, every director, managing director, manager, company Director,
secretary or other officer of the Company shall be indemnified against any Managing
liability incurred by him in defending any proceedings, whether civil or criminal director,
in which judgement is given in his favour or in which he is acquitted or Manager,
discharged or in connection with any application under applicable provisions of Company
the Act in which relief is given to him by the Court. Secretary or other
officer of the
Company shall be
indemnified
(c) The Company may take and maintain any insurance as the Board may think fit Insurance
on behalf of its present and/or former directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to
the Company for which they may be liable but have acted honestly and
reasonably.
Secrecy
120. (i) Every director, manager, auditor, treasurer, trustee, member of a Directors,
committee, officer, servant, agent, accountant or other person employed in the manager, auditor,
business of the Company shall, if so required by the Directors, before entering members, etc to
upon his duties, sign a declaration pledging himself to observe strict secrecy maintain secrecy
respecting all transactions and affairs of the Company with the customers and the
state of the accounts with the individuals and in matters relating thereto, and shall,
by such declaration, pledge himself not to reveal any of the matters which may
come to his knowledge in the discharge of his duties except when required so to
do by the Directors or by Law or by the person to whom such matters relate and
except so far as may be necessary in order to comply with any of the provisions
contained in these Articles or the Memorandum of Association of the Company
and the provisions of the Act.
(ii) Subject to the provisions of the Act, no member shall be entitled to visit
or inspect any works of the Company, without the permission of the Directors,
or to require inspection of any books of accounts or documents of the Company
or discovery of or any information respecting any details of the Company’s
trading or business or any matter which is or may be in the nature of a trade
secret, mystery of trade, secret or patented process or any other matter, which
may relate to the conduct of the business of the Company and, which in the
opinion of the Directors, it would be inexpedient in the interests of the Company
to disclose.
General Power
121. Wherever in the Act, it has been provided that the Company shall have any right, General power
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.
At any point of time from the date of adoption of these Articles, if the Articles
are or become contrary to the provisions of the SEBI Listing Regulations, the
provisions of the SEBI Listing Regulations shall prevail over the Articles to such
extent and the Company shall discharge all its obligations as prescribed under the
SEBI Listing Regulations, from time to time.
483SECTION X – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of business
carried on by our Company), which have been entered or are to be entered into by our Company which are, or may be,
deemed material, will be attached to the copy of the Red Herring Prospectus and the Prospectus, as applicable, which will
be delivered to the RoC for filing. Copies of the abovementioned documents and contracts, and also the documents for
inspection referred to hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days
will be available on the website of our Company at https://www.deonenergy.in/ from the date of the Red Herring Prospectus
until the Bid/Issue Closing Date (except for such documents or agreements executed after the Bid/Issue Closing Date). Any
of the contracts or documents mentioned in this Draft 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 of the Companies Act and other applicable law.
Material Contracts for the Issue
1. Issue Agreement dated September 25, 2025 entered into among our Company and the Book Running Lead Manager.
2. Registrar Agreement dated September 03, 2025 entered into among our Company and the Registrar to the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated [●] entered into among our Company, the Registrar to the Issue,
the Book Running Lead Manager, the Syndicate Members, the Banker(s) to the Issue.
4. Monitoring Agency Agreement dated [●] entered into between our Company and the Monitoring Agency.
5. Syndicate Agreement dated [●] entered into among our Company, the Book Running Lead Manager and the
Syndicate Members.
6. Underwriting Agreement dated [●] entered into among our Company and the Underwriter.
Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to time;
2. Certificate of incorporation dated April 11, 2024 issued by the Registrar of Companies, Central Registration Centre;
3. Fresh Certificate of incorporation, pursuant to conversion from private to public limited, dated May 13, 2025 issued
by Registrar of Companies, Central Processing Centre to our Company, in the name of ‘Deon Energy Limited’;
4. Resolution of our Board and Shareholder dated September 01, 2025 and September 01, 2025 authorizing the Issue
and other related matters;
5. Resolution of our Board dated September 25, 2025 approving the DRHP for filing with SEBI and the Stock
Exchanges;
6. Resolution of our IPO Committee dated September 25, 2025 approving the DRHP for filing with SEBI and the
Stock Exchanges;
7. Resolution of the Audit Committee dated September 23, 2025 approving the Key Performance indicators;
8. Copies of the annual reports of our Company for the Fiscals 2025;
9. Special Purpose Audit Report and Ind AS Financial Statements for the financial year 2024 and 2023 prepared after
making suitable adjustments to the accounting heads from their Indian GAAP values following accounting policies
(both mandatory exceptions and optional exemptions) availed as per Ind AS 101 for the transition date of April 1,
2021 and as per the requirements of Schedule III of the Companies Act, 2013 and SEBI (ICDR) Regulations.
10. The examination report dated September 17, 2025 of our Statutory Auditors, Shivam Soni & Co Chartered
Accountants on our Restated Financial Information, included in this Draft Red Herring Prospectus;
48411. Consent from the Statutory Auditors, Shivam Soni & Co Chartered Accountants to include their name as required
under Section 26(1) of the Companies Act 2013 read with SEBI ICDR Regulations and as an “expert” as defined
under Section 2(38) of the Companies Act 2013 to the extent and in their capacity as the Independent Chartered
Accountant and in respect of their examination report dated September 17, 2025 on our Restated Financial
Information and their report dated September 17, 2025 on the statement of special tax benefits included in this Draft
Red Herring Prospectus and such consent has not been withdrawn as of the date of this Draft Red Herring
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act;
12. The statement of special tax benefits dated September 17, 2025 from Statutory Auditors, Shivam Soni & Co
Chartered Accountants included in this Draft Red Herring Prospectus;
13. Certificate on key performance indicators issued by Statutory Auditors, Shivam Soni & Co., Chartered Accountants
dated September 23, 2025;
14. The certificate dated September 24, 2025, our Statutory Auditors, have certified the working capital requirements
and working capital estimates, respectively, of our Company.
15. Consent dated September 23, 2025 from Dhruv Raval & Associates, Company Secretaries, to include their name as
the independent practicing company secretary as required under Section 26(1) of the Companies Act read with the
SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the Companies Act, and such consent
has not been withdrawn as on the date of this Draft Red Herring Prospectus;
16. Resolution of our Board dated April 22, 2025, and shareholders’ resolution dated April 23, 2025, re-designating
Dharmesh Ashokbhai Makadiya as the Chairman and Managing Director of our Board.
17. Resolution of our Board dated July 18, 2025, and shareholders’ resolution dated July 25, 2025, appointing
Chiragbhai Dineshbhai Kalariya as the Whole-Time Director of our Board.
18. The report titled “Solar Power EPC Sector” dated September 23, 2025 prepared by CARE, which has been
commissioned by and paid for by our Company pursuant to an engagement letter with CARE dated June 25, 2025,
exclusively for the purposes of the Issue;
19. Consents in writing of our Promoters, our Directors, the Company Secretary and Compliance Officer, Chief
Financial Officer, the Senior Managerial Personnel, the Legal Counsel to the Issue, the BRLM, the Bankers to our
Company, CARE Limited, Statutory Auditor and Registrar to the Issue,
20. Tripartite agreement dated March 27, 2025, among our Company, CDSL and Registrar to the Issue.
21. Tripartite agreement dated April 02, 2025, among our Company, NSDL and the Registrar to the Issue.
22. Due diligence certificate to SEBI from the Book Running Lead Manager dated September 25, 2025.
23. In-principle listing approvals dated [●] and [●], from BSE and NSE, respectively; and
24. Final observation letter dated [●] issued by SEBI (Ref. No. [●]).
Any of the contracts or documents mentioned in this Draft 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.
485DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Dharmesh Ashokbhai Makadiya
Chairman & Managing Director
Date: September 25, 2025
Place: Ahmedabad
486DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Chiragbhai Dineshbhai Kalariya
Whole-Time Director
Date: September 25, 2025
Place: Ahmedabad
487DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Archanaben Kalariya
Executive Director
Date: September 25, 2025
Place: Ahmedabad
488DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Bhargav Chaturbhai Kavar
Executive Director and Chief Financial Officer
Date: September 25, 2025
Place: Ahmedabad
489DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Rajnikant C Patel
Non-Executive Independent Director
Date: September 25, 2025
Place: Ahmedabad
490DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Ashokkumar Jivaraj Chavda
Non-Executive Independent Director
Date: September 25, 2025
Place: Ahmedabad
491DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Maulik S Bagdai
Non-Executive Independent Director
Date: September 25, 2025
Place: Ahmedabad
492DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India or the rules, regulations and guidelines issued by the SEBI, established under Section 3 of the
SEBI Act, as the case may be, have been complied with and no statement made in this Draft Red Herring Prospectus is
contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules made or
guidelines or regulations issued thereunder, as the case may be. I further certify that all the disclosures and statements made
in this Draft Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTORS OF OUR COMPANY
__________________________
Himali R Lakhani
Non-Executive Independent Director
Date: September 25, 2025
Place: Ahmedabad
493